Electronic Stuff on agreements UETA Writing stored electronically, retrievable in perceivable form (if dealing w/ UCC can talk

k about how when it was written there was no email, 2-201 reduction to tangible medium) o Electronic Record has same legal effect as a writing w/in transactions within the scope of the statute Signature authenticated has same legal effect as any other signature o Under UCC it is a symbol made w/ a represent intent to adopt or accept the writing o Could be letterhead, email, signature

Common Law/Restatement Determines whether an agreement between parties is enforceable

For is a contract formed: Contract = legally enforceable agreement K = O + A + C (17) o Offer is manifestation of willingness to enter a bargain Creates power of acceptance (35) o Acceptance is a manifestation of assent to the terms thereof made by the Oee in a manner invited or required by the offer (50) Must mirror offer (mirror image, 61, Ardente) Unless otherwise indicated by language/circumstances, offer invites acceptance in any manner and by any medium reasonable in the circumstances (30) o Consideration says promise is supported by consideration if there is Pee suffers legal detriment and Por makes his promise in exchange for Pees giving of value (71) Bargained for exchange Agreements can be made orally, in writing, or by conduct o If oral agreement made before execution of writing Parol Evidence Rule We dont have restatements for PE rule under C/L therefore use Frigilament and PG&E cases o C/L: Was there integration? (Complete or Partial) Terms must be reasonably certain (33)

For is a contract enforceable: Does it fall w/in SoF?

o Land? Even real estate/tenant/renter situations apply o Capable w/in one year? Writing needs to have (131): o Indication of either contract or offer o Terms that are reasonably certain (33) Ambiguity? Previous cases (Frig/PG), canons of construction, hierarchy of terms Parol Evidence Rule - Integration o Signed by the party who is to be charged

UCC Article 2 Governs the sale of goods o Sale (2-105) transferring of title from seller to buyer for a price Make sure to say we know k is a sale b/c title of good is passing from seller to buyer for a price o Goods (2-106) moveable thing @ time of identification to the k Make sure to say x is a good b/c it is moveable..

For is a contract formed: K = legally enforceable agreement (and now look to how these agreements get formed) K=O+A o 2-206 Offer invites acceptance in any reasonable manner (prompt shipment or promise to ship reasonable ways for seller to accept) Buyer usually offeror, and seller usually accepts o 2-204 k formed any reasonable way to show agreement? Open terms do not defeat formation as long as the parties intended to enter a k(intended to be legally bound) and terms are reasonably certain basis for remedy

For if a contract is enforceable Does it fall w/in SoF? writing must be signed by party against whom enforcement sought o Over 500? o Allows for misstatement of terms and for leaving terms open MUST include quantity (if not then assumed to be 0) Steps if within SoF: o Do we have a writing? If multiple documents reference Crabtree Case o Do we have a signature? Signature (UCC) symbol made with a present intent to adopt or accept the writing

To identify the signer and to adopt the writing/record o If yes indication K was made and SoF made formation met If not satisfied by SoF, what about safe harbor?

Arguments for Breach: Perfect Tender Rule o 2-601 if goods/tender fail to conform in any respect buyer has a right to reject 2-602 buyer must have rejected 2-606 acceptance tells us whether we have a duty to pay or not o Only if we accepted do we have this duty o 3 Ways: Tell seller goods are conforming Fail to reject Act inconsistent w/ the sellers ownership interest 2-508 did breaching party cure? o Unlimited seller has unlimited rights to correct w/in time of k performance o Has additional reasonable time to cure if they reasonably believed tender was conforming 2-608 revoke acceptance, revoke if substantial impairment and not knowing the defect b/c difficult to discover, and we had no cure o Do all the problems add up to a substantial impairment? o If properly rejected and revoked, we have same rights as if we never accepted Main right is we dont need to pay 2-607 - if goods accepted, buyer has to pay for the goods (dont need to worry if we didnt accept, and we dont need to worry about money we already paid to the other) o Also bears the burden of proof on non-conformity

Legal Rights: Defenses o Mistake o Misrepresentation o Duress or Undue Influence (174/176) o Unconscionability o Capacity (12) Intoxication Lucy v Zehmer Disability o Violation of Public Policy Baby M, Johnson, Tunkl o Statute of Frauds (SoF) Parol Evidence Rule for determining what the k says (complete/partial?) o Integration

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Hierarchy of terms Canons of construction Defenses to PE Rule: Estoppel (139) Good Faith