 § 1: Contract - a promise or set of promises for the breach of which the law gives a remedy,

or the performance of which the law in some way recognizes as a duty.

 § 2: Promise - a manifestation of intention to act or refrain from acting in a specified way, so
made as to justify a promise in understanding that a commitment has been made.
Manifestations are clear outward signs that a particular situation or feeling exists, they are
objective in the sense that an outside observer can determine them. They are signs that are
given to show how a person feels rather than there subjective beliefs.
 § 17: Bargain - (1) Except as stated in Subsection (2), the formation of a contract requires a
bargain in which there is a manifestation of mutual assent to the exchange and a
consideration.
 § 18: Manifestation - Manifestation of mutual assent to an exchange requires that each party
either make a promise or begin or render a performance.
o Three questions to consider:
1. Is the communication a sufficiently definite expression of a willingness to be
bound?
2. Are the terms of the communication sufficiently clear?
3. Are the terms sufficiently complete, that is, is there a missing term?
Peerless - if the court cannot determine mutual assent by the objective meaning, it may look to
the subjective meaning of the parties
Quake- A letter of intent to enter into a contract may be enforced.
Cheever - An agreement between parties that lacks definiteness and certainty in its material
terms is not a valid and enforceable contract, unless the conduct of the parties shows mutual
assent to and a common understanding of the material terms and a trial court can reasonably
enforce the terms of the agreement as written.
Angelou - If an agreement lacks essential terms, a court may supply such terms to complete the
agreement if it can do so in a reasonable fashion that is consistent with the parties’ intent.

Offers:
 § 24: Offer - offer is the manifestation of willingness to enter into a bargain, so made as to
justify another person in understanding that his assent to that bargain is invited and will
conclude it.
o An offer requires a manifestation and that manifestation is an objective outward sign
of intent to be bound.
o Manifestation of mutual assent means that each of the parties has manifested assent to
the proposed terms
o An offer is the conclusion of preliminary negotiations
o Lucy - The objective, outward expression of a party’s intent to be bound in an
agreement, as opposed to that party’s subjective mental assent to the agreement, is all
that matters when determining the existence of a valid and enforceable contract.
 Objective evidence – the words and behaviors at the time of formation prove
mutual assent
 Subjective beliefs – a person’s secret or unexpressed intent is immaterial
unless the reasonable meaning intended by that person is also known by the
other person
 § 26: Preliminary Negotiation - A manifestation of willingness to enter into a bargain is not
an offer if the person to whom it is addressed knows or has reason to know that the person
 making it does not intend to conclude a bargain until he has made a further manifestation of
assent.
o Ads typically aren’t offers because they don’t usually manifest an intent to be bound,
typically don’t specify quantity (required in §33), and may omit essential terms or
leave them uncertain.
o Ads are solicitations for offers.
o Lefkowitz - When an advertisement is clear, definite, and explicit, and leaves nothing
open for negotiation, it constitutes an offer, acceptance of which will complete the
contract.
o PepsiCo - An advertisement does not constitute an offer unless its terms are
sufficiently clear and leaves nothing open for negotiation
 An advertisement intended to be a joke cannot be sufficiently clear
 Mere puffery
 § 32: Invitation Of Promise Or Performance - In case of doubt an offer is interpreted as
inviting the offeree to accept either by promising to perform what the offer requests or by
rendering the performance, as the offeree chooses.
o § 56 - Acceptance by promise
 Bilateral contract: contract exchange promise for promise; both parties
promise to perform
o § 54 - Acceptance by performance
 Unilateral contract: contract exchange promise for performance; one party has
made a promise to perform and the other party has already performed.
 If the contract can be accepted by conduct then acceptance occurs when the
conduct occurs, unless it would not come to the attention of the offeror within
a reasonable time. In that event the offeree must notify the offeror that the
conduct has occurred and the offer has been accepted.
 Carbolic Smoke – Ad said that anyone who performed the conditions could
accept the offer and get the reward – court upheld.
 Found reasonably certain offer (§ 33), the ad wasn’t too vague to be
enforceable.
 § 33: Certainty - (1) Even though a manifestation of intention is intended to be understood
as an offer, it cannot be accepted so as to form a contract unless the terms of the contract are
reasonably certain. (2) The terms of a contract are reasonably certain if they provide a basis
for determining the existence of a breach and for giving an appropriate remedy. (3) The fact
that one or more terms of a proposed bargain are left open or uncertain may show that a
manifestation of intention is not intended to be understood as an offer or as an acceptance.
o For an offer to be reasonably certain it needs essential terms: price, quantity, and
subject matter.
o An offer must be reasonably certain so the court can enforce it.
o Good faith only applies when a contract is formed (when it has essential terms), you
can’t use good faith to find missing terms in the contract formation process
o Academy Chicago Publishers v. Cheever - In order for a valid contract to be formed,
an "offer must be so definite as to its material terms or require such definite terms in
the acceptance that the promises and performances to be rendered by each party are
reasonably certain."
 o

Termination:
§ 36: Termination - (1) An offeree's power of acceptance may be terminated by: (a) rejection
or counter-offer by the offeree, or (b) lapse of time, or (c) revocation by the offeror, or
(d) death or incapacity of the offeror or offeree. (2) In addition, an offeree's power of
acceptance is terminated by the non-occurrence of any condition of acceptance under the terms
of the offer.
§ 38: Rejection - (1) An offeree's power of acceptance is terminated by his rejection of the offer,
unless the offeror has manifested a contrary intention. (2) A manifestation of intention not to
accept an offer is a rejection unless the offeree manifests an intention to take it under further
advisement.
§ 39: Counter-Offer - (1) A counter-offer is an offer made by an offeree to his offeror relating
to the same matter as the original offer and proposing a substituted bargain differing from that
proposed by the original offer. (2) An offeree's power of acceptance is terminated by his making
of a counter-offer, unless the offeror has manifested a contrary intention or unless the counter-
offer manifests a contrary intention of the offeree.
§ 41: Lapse - (1) An offeree's power of acceptance is terminated at the time specified in the
offer, or, if no time is specified, at the end of a reasonable time. (2) What is a reasonable time is
a question of fact, depending on all the circumstances existing when the offer and attempted
acceptance are made. (3) Unless otherwise indicated by the language or the circumstances, and
subject to the rule stated in § 49, an offer sent by mail is seasonably accepted if an acceptance is
mailed at any time before midnight on the day on which the offer is received.
§ 42: Revocation - An offeree's power of acceptance is terminated when the offeree receives
from the offeror a manifestation of an intention not to enter into the proposed contract.
§ 45: Part Performance - (1) Where an offer invites an offeree to accept by rendering a
performance and does not invite a promissory acceptance, an option contract is created when the
offeree tenders or begins the invited performance or tenders a beginning of it. (2) The offeror's
duty of performance under any option contract so created is conditional on completion or tender
of the invited performance in accordance with the terms of the offer.
§ 46: Revoke Gen Offer - Where an offer is made by advertisement in a newspaper or other
general notification to the public or to a number of persons whose identity is unknown to the
offeror, the offeree's power of acceptance is terminated when a notice of termination is given
publicity by advertisement or other general notification equal to that given to the offer and no
better means of notification is reasonably available.
§ 48: Death/Incapacity - An offeree's power of acceptance is terminated when the offeree or
offeror dies or is deprived of legal capacity to enter into the proposed contract.
Acceptance:
§ 50: Acceptance - (1) Acceptance of an offer is a manifestation of assent to the terms thereof
made by the offeree in a manner invited or required by the offer. (2) Acceptance by performance
requires that at least part of what the offer requests be performed or tendered and includes
acceptance by a performance which operates as a return promise. (3) Acceptance by a promise
requires that the offeree complete every act essential to the making of the promise.
§ 59: Qualified Accept - A reply to an offer which purports to accept it but is conditional on the
offeror's assent to terms additional to or different from those offered is not an acceptance but is a
counter-offer.
§ 61: Request to Modify - An acceptance which requests a change or addition to the terms of
the offer is not thereby invalidated unless the acceptance is made to depend on an assent to the
changed or added terms.
Ardente - A valid acceptance that is capable of forming a valid contract must be definite and
unequivocal and must not impose additional conditions or limitations on the offer, unless such
conditional language is clearly independent of the actual acceptance.
P&W RR - it doesn’t have to be an exact mirror image, changes can be made if they do not have
a material affect on the contract
§ 2-207: BotF - (1) A definite and seasonable expression of acceptance or a written
confirmation which is sent within a reasonable time operates as an acceptance even though it
states terms additional to or different from those offered or agreed upon, unless acceptance is
expressly made conditional on assent to the additional or different terms. (2) The additional
terms are to be construed as proposals for addition to the contract. Between merchants such
terms become part of the contract unless: (a) the offer expressly limits acceptance to the terms of
the offer; (b) they materially alter it; or (c) notification of objection to them has already been
given or is given within a reasonable time after notice of them is received. (3) Conduct by both
parties which recognizes the existence of a contract is sufficient to establish a contract for sale
although the writings of the parties do not otherwise establish a contract. In such case the terms
of the particular contract consist of those terms on which the writings of the parties agree,
together with any supplementary terms incorporated under any other provisions of this Act.
Egan - A conditional acceptance clause will convert an acceptance into a counteroffer only
where the offeree clearly reveals its unwillingness to proceed with the transaction unless it is
assured of the offeror’s assent to additional or different terms.
Itoh - When a contract is established not by parties’ writings, but by parties’ conduct, the
established contract consists of those terms on which the writings of the parties agree, together
with any supplementary terms incorporated under any other provisions of the UCC.
§ 62: Performance - (1) Where an offer invites an offeree to choose between acceptance by
promise and acceptance by performance, the tender or beginning of the invited performance or a
tender of a beginning of it is an acceptance by performance. (2) Such an acceptance operates as
a promise to render complete performance.
§ 63: Mailbox Rule - Unless the offer provides otherwise, (a) an acceptance made in a manner
and by a medium invited by an offer is operative and completes the manifestation of mutual
assent as soon as put out of the offeree's possession, without regard to whether it ever reaches the
offeror; but (b) an acceptance under an option contract is not operative until received by the
offeror.
Option Contracts/Firm Offers:
§ 87: Option Contracts - (1) An offer is binding as an option contract if it (a) is in writing and
signed by the offeror, recites a purported consideration for the making of the offer, and proposes
an exchange on fair terms within a reasonable time; or (b) is made irrevocable by statute. (2) An
offer which the offeror should reasonably expect to induce action or forbearance of a substantial
character on the part of the offeree before acceptance and which does induce such action or
forbearance is binding as an option contract to the extent necessary to avoid injustice.
§ 2-205: Firm Offers - An offer by a merchant to buy or sell goods in a signed writing which by
its terms gives assurance that it will be held open is not revocable, for lack of consideration,
during the time stated or if no time is stated for a reasonable time, but in no event may such
period of irrevocability exceed three months; but any such term of assurance on a form supplied
by the offeree must be separately signed by the offeror.
§ 2-104: Merchants - "Merchant" means a person who deals in goods of the kind or otherwise
by his occupation holds himself out as having knowledge or skill peculiar to the practices or
goods involved in the transaction or to whom such knowledge or skill may be attributed by his
employment of an agent or broker or other intermediary who by his occupation holds himself out
as having such knowledge or skill.
§ 2-105: Goods - (1) "Goods" means all things (including specially manufactured goods) which
are movable at the time of identification to the contract for sale other than the money in which
the price is to be paid, investment securities (Article 8) and things in action. "Goods" also
includes the unborn young of animals and growing crops and other identified things attached to
realty as described in the section on goods to be severed from realty ( Section 2-107).
Consideration:
Doughtery - A promise becomes an enforceable contract only when some consideration is
provided by all parties involved.
Hamer - Adequate consideration sufficient to form a valid and enforceable contract may consist
of either a right, interest, profit, or benefit accrued to one party, or some forbearance, detriment,
loss, or responsibility given, suffered, or undertaken by the other.
§ 71: Bargain / Exchange - (1) To constitute consideration, a performance or a return promise
must be bargained for. (2) A performance or return promise is bargained for if it is sought by the
promisor in exchange for his promise and is given by the promisee in exchange for that promise.
(3) The performance may consist of (a) an act other than a promise, or (b) a forbearance, or
(c) the creation, modification, or destruction of a legal relation. (4) The performance or return
promise may be given to the promisor or to some other person. It may be given by the promisee
or by some other person.
§ 73: Pre-Existing Duty - Performance of a legal duty owed to a promisor which is neither
doubtful nor the subject of honest dispute is not consideration; but a similar performance is
consideration if it differs from what was required by the duty in a way which reflects more than a
pretense of bargain.
§ 89: Modification of Executory Contract - A promise modifying a duty under a contract not
fully performed on either side is binding (a) if the modification is fair and equitable in view of
circumstances not anticipated by the parties when the contract was made; or (b) to the extent
provided by statute; or (c) to the extent that justice requires enforcement in view of material
change of position in reliance on the promise.
§ 2-209: Modification, Rescission and Waiver - (1) An agreement modifying a contract within
this Article needs no consideration to be binding. (2) A signed agreement which excludes
modification or rescission except by a signed writing cannot be otherwise modified or rescinded,
but except as between merchants such a requirement on a form supplied by the merchant must be
separately signed by the other party. (3) The requirements of the statute of frauds section of this
Article ( Section 2-201) must be satisfied if the contract as modified is within its provisions. (4)
Although an attempt at modification or rescission does not satisfy the requirements of subsection
(2) or (3) it can operate as a waiver. (5) A party who has made a waiver affecting an executory
portion of the contract may retract the waiver by reasonable notification received by the other
party that strict performance will be required of any term waived, unless the retraction would be
unjust in view of a material change of position in reliance on the waiver.
Angel - When unexpected or unanticipated difficulties arise during the course of performance of
a contract, the parties may modify the initial contract even without additional consideration for
the modification as long as (1) the parties voluntarily agree and the promise modifying the initial
contract is made before the contract is fully performed on either side; (2) the underlying
circumstances prompting the modification are unanticipated by the parties; and (3) the
modification is fair and equitable.
Lawrence - In order for a promise to rise to the level of consideration sufficient to support an
implied contract, the promise must be of some value to the other party.
§ 81: Motive / Inducement - (1) The fact that what is bargained for does not of itself induce the
making of a promise does not prevent it from being consideration for the promise. (2) The fact
that a promise does not of itself induce a performance or return promise does not prevent the
performance or return promise from being consideration for the promise.
Baehr - A promise is legally enforceable only if it is the product of a bargain.
Meadors - A promise is not enforceable if the promisee takes the action sought by the promisor
without knowledge of the promise.
Meinchke - A promise is not supported by consideration if the promise induces the conduct of
the promisee, but the conduct of the promisee does not induce the making of the promise.
Tomczak - where it is difficult to decide whether words of condition in a promise indicate a
request for consideration or state a mere condition in a gratuitous promise (a) look to see if the
happening of the condition is a benefit to the promisor (b) if so it is a fair inference that the
happening was requested as consideration
Pennsy - There may be sufficient consideration to form an enforceable contract even though the
parties have not bargained for the specific terms of the agreement.
Clark - In the absence of fraud, inadequacy of consideration is not sufficient to avoid a contract.
Batsakis - Although a valid contract requires all parties to provide consideration, mere
inadequacy of consideration will not void a contract.
Schnell - A promise to make a gift for nominal consideration or out of moral obligation is
unenforceable for lack of consideration.
Dyer - Forbearance from filing an unmeritorious legal claim that the party in good faith believes
is valid constitutes sufficient consideration for a settlement agreement.
Questar - A termination-for-convenience clause is enforceable subject to an implied obligation
to exercise the right to terminate in good faith and in accordance with fair dealing.
Contracts without Consideration:
§ 86: Promissory Rest - (1) A promise made in recognition of a benefit previously received by
the promisor from the promisee is binding to the extent necessary to prevent injustice. (2) A
promise is not binding under Subsection (1) (a) if the promisee conferred the benefit as a gift or
for other reasons the promisor has not been unjustly enriched; or (b) to the extent that its value is
disproportionate to the benefit.
Mills - A promise based on a moral obligation but made without legal consideration does not
constitute an enforceable contract unless it is tied to a preexisting legal obligation.
Drake - A subsequent promise founded on a former enforceable obligation, or on value
previously had from the promisee, is binding.
Webb - When a promisee confers upon a deceased promisor a benefit that is material and
substantial, and is conveyed upon the person of the promisor and not merely his estate, the
promisee is entitled to recognition and compensation from the promisor’s estate either by an
executed payment or an executory promise to pay.
§ 90: Promissory Estoppel - (1) A promise which the promisor should reasonably expect to
induce action or forbearance on the part of the promisee or a third person and which does induce
such action or forbearance is binding if injustice can be avoided only by enforcement of the
promise. The remedy granted for breach may be limited as justice requires. (2) A charitable
subscription or a marriage settlement is binding under Subsection (1) without proof that the
promise induced action or forbearance.
Kirksey - A promise to provide free land for a residence that is fulfilled for a finite amount of
time and then revoked is gratuitous and thus unenforceable despite inducing the promisee to
move residences in reliance on the promise.
Conrad - Under the doctrine of promissory estoppel, a promise that a promisor should
reasonably expect to induce an action or forbearance on the part of a promisee that does induce
that action or forbearance is binding on the promisor even if no actual contract existed.
Hayes - Sufficient consideration to support a promise does not exist when the promisee is not
induced to act by a promise, but merely acts voluntarily without regard to the promise.
UJA - a gratuitous promise to pay a charitable organization a definite sum of money, without
any legal consideration, is unenforceable.
Ricketts - Equitable estoppel prevents a promisor from revoking an otherwise unenforceable
gratuitous promise if the promisee foreseeably and reasonably relied on the promise to her
detriment.
Statute of Frauds:
§ 110: MYLEGS - (1) The following classes of contracts are subject to a statute, commonly
called the Statute of Frauds, forbidding enforcement unless there is a written memorandum or an
applicable exception. (a) a contract of an executor or administrator to answer for a duty of his
decedent (the executoradministrator provision); (b) a contract to answer for the duty of another
(the suretyship provision); (c) a contract made upon consideration of marriage (the marriage
provision); (d) a contract for the sale of an interest in land (the land contract provision); (e) a
contract that is not to be performed within one year from the making thereof (the one-year
provision).
§ 111: Executor - A contract of an executor or administrator to answer personally for a duty of
his decedent is within the Statute of Frauds if a similar contract to answer for the duty of a living
person would be within the Statute as a contract to answer for the duty of another.
§ 112: Surety - A contract is not within the Statute of Frauds as a contract to answer for the duty
of another unless the promisee is an obligee of the other's duty, the promisor is a surety for the
other, and the promisee knows or has reason to know of the suretyship relation.
§ 124: Marriage - A promise for which all or part of the consideration is either marriage or a
promise to marry is within the Statute of Frauds, except in the case of an agreement which
consists only of mutual promises of two persons to marry each other.
§ 125: Land - (1) A promise to transfer to any person any interest in land is within the Statute of
Frauds. (2) A promise to buy any interest in land is within the Statute of Frauds, irrespective of
the person to whom the transfer is to be made. (3) When a transfer of an interest in land has been
made, a promise to pay the price, if originally within the Statute of Frauds, ceases to be within it
unless the promised price is itself in whole or in part an interest in land. (4) Statutes in most
states except from the land contract and one-year provisions of the Statute of Frauds short-term
leases and contracts to lease, usually for a term not longer than one year.
§ 130: One Year - (1) Where any promise in a contract cannot be fully performed within a year
from the time the contract is made, all promises in the contract are within the Statute of Frauds
until one party to the contract completes his performance. (2) When one party to a contract has
completed his performance, the one-year provision of the Statute does not prevent enforcement
of the promises of other parties.
Hornyak - the one year provision does not apply in PA
§ 131: Memorandum - Unless additional requirements are prescribed by the particular statute, a
contract within the Statute of Frauds is enforceable if it is evidenced by any writing, signed by or
on behalf of the party to be charged, which (a) reasonably identifies the subject matter of the
contract, (b) is sufficient to indicate that a contract with respect thereto has been made between
the parties or offered by the signer to the other party, and (c) states with reasonable certainty the
essential terms of the unperformed promises in the contract.
§ 134: Signature - The signature to a memorandum may be any symbol made or adopted with
an intention, actual or apparent, to authenticate the writing as that of the signer.
§ 2-102: Scope - Unless the context otherwise requires, this Article applies to transactions in
goods; it does not apply to any transaction which although in the form of an unconditional
contract to sell or present sale is intended to operate only as a security transaction nor does this
Article impair or repeal any statute regulating sales to consumers, farmers or other specified
classes of buyers.
§ 2-201: SOF (G>$500) - (1) Except as otherwise provided in this section a contract for the sale
of goods for the price of $500 or more is not enforceable by way of action or defense unless
there is some writing sufficient to indicate that a contract for sale has been made between the
parties and signed by the party against whom enforcement is sought or by his authorized agent or
broker. A writing is not insufficient because it omits or incorrectly states a term agreed upon but
the contract is not enforceable under this paragraph beyond the quantity of goods shown in such
writing. (2) Between merchants if within a reasonable time a writing in confirmation of the
contract and sufficient against the sender is received and the party receiving it has reason to
know its contents, it satisfies the requirements of subsection (1) against such party unless written
notice of objection to its contents is given within 10 days after it is received. (3) A contract
which does not satisfy the requirements of subsection (1) but which is valid in other respects is
enforceable (a) if the goods are to be specially manufactured for the buyer and are not suitable
for sale to others in the ordinary course of the seller's business and the seller, before notice of
repudiation is received and under circumstances which reasonably indicate that the goods are for
the buyer, has made either a substantial beginning of their manufacture or commitments for their
procurement; or (b) if the party against whom enforcement is sought admits in his pleading,
testimony or otherwise in court that a contract for sale was made, but the contract is not
enforceable under this provision beyond the quantity of goods admitted; or (c) with respect to
goods for which payment has been made and accepted or which have been received and accepted
( Sec. 2-606).
Jeff-Cole - A writing cannot satisfy the statute of frauds if it does not evidence an agreement
between the parties.
Sterling - A memorandum containing an unclear essential term does not satisfy the statute of
frauds if extrinsic evidence contradicts the terms of the memorandum.
Defenses:
§ 151: Mistake - A mistake is a belief that is not in accord with the facts.
§ 152: Mutual 151 - (1) Where a mistake of both parties at the time a contract was made as to a
basic assumption on which the contract was made has a material effect on the agreed exchange
of performances, the contract is voidable by the adversely affected party unless he bears the risk
of the mistake under the rule stated in § 154. (2) In determining whether the mistake has a
material effect on the agreed exchange of performances, account is taken of any relief by way of
reformation, restitution, or otherwise.
Wood - A party may rescind a contract for the sale of a good if she can establish either fraud or
mistake.
Lenawee - Rescission is appropriate when the mistaken belief relates to a basic assumption of
the parties upon which the contract is made, and which materially affects the agreed
performances of the parties, but rescission is not available to relieve a party who has assumed the
risk of loss in connection with the mistake.
§ 153: Unilateral 151 - Where a mistake of one party at the time a contract was made as to a
basic assumption on which he made the contract has a material effect on the agreed exchange of
performances that is adverse to him, the contract is voidable by him if he does not bear the risk
of the mistake under the rule stated in § 154, and (a) the effect of the mistake is such that
enforcement of the contract would be unconscionable, or (b) the other party had reason to know
of the mistake or his fault caused the mistake.
Wil-Fred’s - A contract may be rescinded due to a unilateral mistake.
§ 154: Risk of 151 - A party bears the risk of a mistake when (a) the risk is allocated to him by
agreement of the parties, or (b) he is aware, at the time the contract is made, that he has only
limited knowledge with respect to the facts to which the mistake relates but treats his limited
knowledge as sufficient, or (c) the risk is allocated to him by the court on the ground that it is
reasonable in the circumstances to do so.