Professional Documents
Culture Documents
Unilateral Contract
Assume bilateral
Bilateral Contract
YES. NO.
No Contract formed from this offer or acceptance. Find other facts and start again, or alternatives to Contract formation. Reliance/Restitution
Note: The benefit or detriment cannot be: -promise to do something they are already bound to do. -promise to refrain to do something they have no right to do.
K
formation
bargained for exchange
counter-offer?
Use BoF chart
YES.
Acceptance is valid the moment it is communicated to the offeror, unless a rejection was received first.
Within a reasonable amount of time Was the offer rescinded before acceptance received? NO.
YES.
Unilateral: Irrevocable if offeree begins performance--> an option contract is then formed for a reasonable amount of time. R2d 45 No Need; or Valid writing, that includes:
-Signature (of party to be charged) -Recognition of an agreement -Key terms. NO. Part-performance that unequivocally proves the contract
YES.
alternatives to consideration
Promissory Restitution or Reliance see other page
YES.
Contract formed!
No K Formed, try alternatives
NO.
Charitable Subscription?
YES.
NO.
YES.
VALID WRITING(S)? multiple writings may be combined as one to satisfy the SoF, but only if they are signed by the promisor and/or the writing that is signed by the promisor explicitly references their agreement and/or a previous writing by the promisee.
YES.
END.
no promissory restitution
NO.
R2d 90 Reliance Trigger: Consideration failed, BFE failed, or offer revocation issue.
Restitution
Trigger: When nothing else works; No K; No Consid;No SoF writing; Defense to K w/ capasity, fraud, or mistake
Was there a promise? YES. Should/did the promisor reasonably expect the promise to induce action by the promise? YES. NO. NO. Was there unjust enrichment? YES. Charitable subscription? NO. END. No Restitution.
YES.
END. No Reliance
YES.
NO.
YES.
NO.
Trigger: Sale of Goods, AKA the transfer of the title for tangible, movable thing. Was it revoked before acceptance?
YES.
Was it revoked within the time the offeror said it would be open?
NO. YES.
YES.
Did the offeror provide the offer would remain 'open' for a certain time?
NO. NO.
Was it revoked before acceptance?
YES. NO.
No Offer & Acceptance. Try new facts or move to alternatives
Counter-offer
Consideration?
Benifit/Detriment + Bargained for?
NO.
YES.
NO
YES.
Contract Formed!
Defenses
R2d 208 Unconscionability 2-302 Trigger: Inequality in bargaining process +Grossly unfair to one side. NEED BOTH procedural +Substantive Procedural Unconscionability Unequal Bargaining Power: -Age; Literacy; Lack of sophistication -Lack of legal council -Weak bargaining position
UCC
R2d 152-154
Mistake
Mistake of fact during K formation Bilateral
both parties were mistaken.
R2d 19-160
Misrepresentation
An Action to Conceal
Did the action prevent the other party from learning a fact Y E S .
Trigger: False statement/Omission/Concealment An Omission to disclose Was there a relation of trust between parties?
NO. YES. N O .
Unilateral
only 1 party mistaken, or only 1 party was affected by mistake.
A False Assertion
Did the assertion substantially contribute to the assent? NO. YES.
or
Error was made as to a basic assumption on which the K was made?
NO. YES.
Extreme Unfairness?
YES. NO.
o r
NO.
Intended to induce assent, while knowing falsity, or maybe falsity NO. YES.
YES.
NO.
Substantive Unconscionability
YES.
NO.
YES.
" knew telling would correct a mistake as to a basic assumption of the K NO. YES.
NO.
Relief!
No Relief!
" knew telling would correct a mistake as to a the content or effects of writing. NO. R2d 174-176 YES.
Relief!
Contract is Voidable!
Undue Influence
Trigger: unfair domination, or a relationship of trust.
Undue susceptibility may consist of total weakness of mind which leaves a person entirely without understanding. Or which destroys the capacity of a person to make a contract even though he is not totally incapacitated.
Duress
Trigger: A threat.
Non-Physical Threat
One Party makes a threat. NO YES The threat was improper NO YES Threat leaves victim with no reasonable alternative YES NO
Factors: a. Discussion of the transaction at an unusual place or inappropriate time b. Consummation of the transaction at an unusual place c. Insistent demand that the business be finished at once d. Extreme emphasis on untoward consequences of delay e. The use of multiple persuaders by the dominant side against a single party f. The absence of third party advisers to the servient party g. Statement that there is no time to consult financial advisors or attorneys. Voidable Contract!
Physical Threat
Economic Duress
One party must unscrupulously take advantage of another's economic necessities.
like totem marine
Void K
Voidable Contract!
(not mine)
PICJUR