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Contracts MY LEGS-SOF contracts-signed by party to be charged Marriage, Year, Land, Executor, Goods $500, Surety SWAP-no writing required

in sale of goods if: Specially made goods, written confirmation by merchant, Admission in court, Performance: goods either received and accepted or paid for Formation: mutual assent, consideration -Goods-requires quantity-memo confirming oral agreement between merchants is ok if not rejected w/in 10 days-no signature required -Land-identify land and price -Employment-duration ADDITIONAL TERMS -between merchants will be considered part of K unless they materially alter the K, acceptance is condition on them, or party rejects within reasonable time FIRM OFFER 1. between merchants 2. in writing, signed by merchant assuring it will be held open 3. good for 3 months max MODIFICATION 1. UCC-good faith agreement needs no consideration-applies to all sale of goods-oral is ok if party detrimentally relies 2. Common Law-new consideration Promissory Estoppel 1. promise 2. reasonably expected to induce reliance of substantial character 3. actual reliance Third Parties Rights Vest 1. assent to contract 2. bring suit to enforce 3. materially change position in reliance Remedies for Breach 1. standard measure-expectation, if not available, then reliance 2. UCC= difference between K$ and market price of goods at time of tender or when buyer learns of breach 3. UCC=if buyer accepts non-conforming goods then buyer gets difference between value of goods as delivered and value had they been conforming 4. UCC=if buyer rejects non-conforming goods and covers then gets cover damages, but if buyer cancels contract gets entire K$

5. UCC=if seller learns buyer received goods while insolvent may reclaim goods upon demand made within10 days of receipt of goods 6. UCC=sellers damages-can force goods on buyer only if cant resell or if goods were lost or damaged within reasonable time after risk passed to buyer 7. UCC=when buyer wrongful repudiates or refuses to accept conforming goods seller can: Difference between fmv and K Resell the goods and recover difference between K$ and resale Lost profits if large volume seller 8. Land-difference between K$ and FMV 9. Events sufficient for discharge-unforeseen wars, embargoes, and natural catastrophes if make it extremely difficult for seller to obtain or convert raw materials-if merely more expensive thats not enough 10. Construction-breach by owner-builder entitle to profits from K plus cost expended 11. Construction-breach by builder-owner entitled to cost of completion plus compensation for the delay 12. Restitution/Unjust Enrichment-value of benefit conferred-used when contract has been breached and non breaching party as not fully performed 13. Where no Contract Involved-restitution available if Conferred benefit Reasonably expectation of being paid Defendant knew or had reason to know of that expectation Defendant would be unjustly enriched Parol Evidence- final written agreement cannot be contradicted by evidence of prior agreement or contemporaneous oral agreement, except: 1. consistent additional terms 2. course of dealing, trade usage, course of performance Risk of Loss in Carrier Contract 1. Shipment Contract-seller bears risk only until carrier takes it 2. Destination Contract-seller bears risk until buyer receives 3. FOB- sellers place-just until carrier gets, buyers place-liable until buyer receives Risk of Loss in Non-Carrier 1. If seller is merchant-when buyer takes possession 2. If seller not merchant-when seller tenders delivery Installment Contracts -can reject only if nonconformity substantially impairs and cant be cured, if substantially impairs entire value of contract whole thing is breached -sellers right to cure within time originally provided: give notice of intent to cure, make new tender of conforming goods, which buyer must accept -limited right to cure beyond contract time if seller has reason to believe buyer will accept nonconforming goods Warranties 1. Implied: title, merchantability (merchants only) and fitness, can be disclaimed

2. Magnum Moss-if marketer issues a full written warranty, implied warranties cannot be disclaimed, if it is described as limited, implied warranties cannot be disclaimed but may be disclaimed or modified, but may be limited to duration of written warranty 3. Express warranties hard to disclaim 4. extends to natural person who is in the family or household of buyer or who is guest it is reasonable to expect that such person may use, consume or be affected by the goods and he suffers personal injury-cant provide warranties only extend to buyer Voidable Title If sale is induced by fraud, the seller can rescind an recover the goods, except if good faith purchaser for value