CONTRACTS & SALES

 A gratuitous assignment of K rights automatically terminates upon death of assignor.

 When parties enter into a K for sale of goods and the price is not set in the K, there is no K if the
agreements reflect an intent by parties not to be bound unless the price is subsequently set by
3rd party, but the price is never set.
 In attempting to cancel a K, good faith argument comes into play only if the other party used
fraud or other dishonest actions to induce the moving party to agree to the deal
 Firm offer rule under UCC only applies to a promise not to revoke an offer when there is no
consideration given to support the promise.
 Annuity Contracts and the inherent assumption of risk: buyer of an annuity contract assumes
risk that the person on whose life the annuity is based will die before the price paid for the
annuity is recouped. Conversely, the issuer of the annuity contract assumes the risk that the
person will live beyond the recoupment date.
 Mailbox rule does not come into play when it’s an irrevocable offer. Rather, with firm offers,
acceptance must be received before offer expires.
 UCC statute of frauds requires that modified K for sale of goods be in writing if the goods are
$500 or more.
 Preexisting duty rule does not apply to contracts for sale of goods.
 When dealing with a K for sale of goods, thus governed by UCC, a party may supplement terms
in the written K by evidence of trade usage or past course of dealings.
 If an offeree learns that the offeror has taken action inconsistent with the offer and the offeree
has not already accepted the offer, the offer is automatically terminated. This is a “constructive
revocation.”
 Course of dealing – refers to conduct between parties based on another contractual relationship
VS course of performance – sequence of conduct relevant to understating an agreement
between the parties.
 Under UCC, it is presumed that a written contract is only a partial integration. Thus, evidence of
any outside term is admissible unless the court finds that the parties “certainly” would have
included the term in the written contract.
 Anticipatory repudiation means that there has been an unequivocal refusal by the buyer or
seller to perform, or when reasonable grounds for insecurity arise with respect to either party’s
performance AND other party has failed to provide adequate assurances within reasonable time
(30 days under UCC). But, mere expression of doubt as to a party’s ability to perform is not
enough to claim that there was an anticipatory repudiation.