MBE – CONTRACTS AND SALES

CONTRACTS BASICS

1. UNILATERAL CONTRACTS:
2. BILATERAL CONTRACTS:
3. QUASI-CONTRACTS:
4. APPLICABLE LAW:
5. UCC & COMMON LAW DISTINCTIONS:

CONTRACT FORMATION

1. OFFER:
2. TERMINATION OF OFFER:
3. REVOCATION OF OFFER:
4. IRREVOCABLE OFFERS:
5. OPTIONS:
6. REJECTION OF OFFER:
7. ACCEPTANCE:
8. ACCEPTANCE BY PERFORMANCE:
9. CONSIDERATION & SUBSTITUTES FOR CONSIDERATION:

DEFENSES TO CONTRACT FORMATION

1. DEFENSES TO K FORMATION:
2. INCAPACITY:
3. STATUTE OF FRAUDS:
4. K’S WITHIN THE STATUTE OF FRAUDS:
5. ILLEGALITY:
6. MISREPRESENTATION:
7. DURESS:
8. UNCONSCIONABILITY:
9. MISUNDERSTANDING & MISTAKE:

DETERMINING CONTRACT TERMS

1. PAROL EVIDENCE RULE:

2. UCC DEFAULT TERMS – DELIVERY & RISK OF LOSS:
3. UCC DEFAULT TERMS – WARRANTIES OF QUALITY:

PERFORMANCE ISSUES IN UCC CONTRACTS

1. PERFECT TENDER & REJECTION OF GOODS:

2. PERFECT TENDER & ACCEPTANCE OF GOODS:
3. PERFECT TENDER & SELLER’S ABILITY TO CURE:
4. PERFECT TENDER & INSTALLMENT K’S:
 PERFORMANCE ISSUES IN COMMON LAW CONTRACTS

1. SUBSTANTIAL PERFORMANCE:
2. MATERIAL BREACH:

EXCUSES FOR NON-PERFORMANCE

1. CONDITIONS & NONOCCURRENCE OF CONDITIONS:

2. INSECURITY:
3. ANTICIPATORY REPUDIATION:
4. IMPOSSIBILITY & IMPRACTICABILITY:

CHANGES TO CONTRACT OBLIGATIONS

1. RECISSION:
2. MODIFICATION:
3. NOVATION:
4. ACCORD & SATISFACTION:

THIRD-PARTY ISSUES

1. THIRD PARTY BENEFICIARIES:

2. RIGHTS OF 3P BENEFICIARIES:
3. ASSIGNMENT:
4. REVOCABILITY & ENFORCEMENT OF ASSIGNMENTS:
5. DELEGATION:

REMEDIES

1. STANDARD MONEY DAMAGES:

2. NON MONETARY REMEDIES:
3. ADDITIONAL DAMAGES:
4. RESTITUTION:
5. LIQUIDATED DAMAGES:
6. DAMAGES FOR UCC K’S: