traehekat wrote:How have you guys gone about answering contracts questions? I'm struggling with organization a little. Does it make sense to just start analyzing any problem basically like this:
Was there a contract? (offer, acceptance, consideration)
If not, is there a reason to impose a contract anyway? (estoppel, unjust enrichment)
Is there a reason not to enforce the contract? (indefinite, SOF, mistake, unconscionable, etc.)
What are the terms of the contract?
Was there a breach of the contract? (conditions, material breach, etc.)
What are the remedies?
Does this seem right? Then as you are going through each one, use facts that point one way or another for each part (one side says contract, other side says no; one side says no justification for reliance, other says no; these are the terms, these aren't the terms; breach was immaterial/material, damages not foreseeable/foreseeable, etc.)? This seems the intuitive way for me to go about it, but I was curious to see if anyone has any other suggestions/strategies.
1) Is this a sale of goods? If so, then off to UCC wonderland in (2). If not, skip straight to (3), do not pass go.
2) Sale of good is governed by the UCC. The UCC is silent on contract formation. Section 1-103 says that any matter not covered by the UCC should be resolved using the common law.
3) Common law states that there must be an offer, acceptance, consideration, mutual assent.
4) Was there an offer? ---> "Clear, promissory, definite"? ---> RS 33 - if you can't tell what the deal is, no contract. Is there a "home office approval clause" If so, not an offer as it cannot be accepted.
4a) Is it an advertisement? --> generally not offers (invitation for offers) ---> might be if it is very clear and has words of limitation ("first come, first serve" ---> "clear definite, explicit" and promissory and definite? Solicited or unsolicited?
5) If no offer, sad pandas. If it was an offer, on to (6)
6) Was there acceptance? Offers die easily. Under classical contracts, acceptance must "mirror image" the terms of the offer. How do you accept? Is the offer explicit about how to? If so, then must accept on offeror's terms. If not, any reasonable means will work.
6a) Acceptance by performance? Under classical contracts, performance must be completed to accept. Under modern contracts, offers that could reasonably induce performance, and the offeree begins performance ---> option contract to not revoke offer for reasonable amount of time until offeree completes performance.
And so on, and so forth.