Lesson 4: Contracts I - Formation, Consideration & Defenses
Master contract formation under common law and UCC Article 2, understand consideration requirements, and identify key defenses to contract enforceability.
Lesson 4: Contracts I - Formation, Consideration & Defenses ⚖️
Introduction 📜
Welcome to your first deep dive into Contracts, one of the most heavily tested subjects on the MBE (Multistate Bar Examination). Contracts questions account for approximately 25 questions on the MBE, making it tied with Torts as the most frequently tested subject. More importantly, contracts principles permeate nearly every area of legal practice—from business transactions to personal injury settlements.
In this lesson, we'll build on your foundational legal reasoning skills from Lesson 1 and apply them to the formation and enforceability of contracts. You'll learn to distinguish between common law and UCC Article 2 rules, identify valid consideration, and recognize defenses that render contracts voidable or unenforceable.
💡 Bar Exam Tip: Contract questions often involve hybrid transactions (goods + services). Your first analytical step should always be: "Which law governs—common law or UCC?"
Core Concept 1: Governing Law - Common Law vs. UCC Article 2 🏛️
The Critical Distinction
Before analyzing any contracts issue, you must determine which body of law applies:
Common Law governs:
- Contracts for services (e.g., hiring a lawyer, construction contracts)
- Contracts for real estate (e.g., land sales, leases)
- Employment contracts
- Contracts that don't involve goods
UCC Article 2 governs:
- Contracts for the sale of goods (tangible, movable items)
- Transactions between merchants receive special treatment under the UCC
┌─────────────────────────────────────────────────────────────┐
│ DETERMINING GOVERNING LAW │
├─────────────────────────────────────────────────────────────┤
│ │
│ Is the contract primarily for GOODS? │
│ │ │
│ ┌──────┴──────┐ │
│ YES NO │
│ │ │ │
│ UCC Art. 2 Common Law │
│ │ │ │
│ - Tangible - Services │
│ - Movable - Real Estate │
│ - Products - Employment │
│ - Intangibles │
│ │
│ HYBRID TRANSACTIONS → Apply "PREDOMINANT PURPOSE" test │
│ (What is the primary purpose of the transaction?) │
│ │
└─────────────────────────────────────────────────────────────┘
The Predominant Purpose Test
When a contract involves both goods and services, courts apply the predominant purpose test. Consider these factors:
- Language of the contract - Does it emphasize goods or services?
- Nature of the supplier's business - Is the seller primarily a goods retailer or service provider?
- Relative costs - Which component costs more?
- Reasonable expectations - What was the buyer primarily purchasing?
🧠 Mnemonic Device - "LNRC": Language, Nature of business, Relative costs, Customer expectations
🤔 Did You Know? Software licenses create unique problems: Is software a "good" or a "service"? Courts are split! Some states treat downloaded software as goods under the UCC, while others apply common law principles.
Core Concept 2: Contract Formation - The Offer 🤝
A valid contract requires three elements: (1) Offer, (2) Acceptance, (3) Consideration. Let's examine each.
What Constitutes a Valid Offer?
An offer is a manifestation of willingness to enter into a bargain that:
- Creates a reasonable expectation in the offeree that the offeror is willing to enter into a contract
- Contains definite and certain terms
- Is communicated to the offeree
Essential Terms Under Common Law:
- Parties
- Subject matter
- Price (must be stated or reasonably determinable)
- Quantity (must be certain)
- Time for performance
Essential Terms Under UCC:
- Quantity (this is the ONLY essential term!)
- The UCC "fills gaps" for missing terms (price, delivery, payment terms)
┌──────────────────────────────────────────────────────────┐
│ ESSENTIAL TERMS FOR VALID OFFER │
├──────────────────────────────────────────────────────────┤
│ COMMON LAW │ UCC ARTICLE 2 │
├──────────────────────────┼───────────────────────────────┤
│ • Parties │ • Quantity (ONLY!) │
│ • Subject Matter │ │
│ • PRICE ⚠️ │ (UCC fills in missing │
│ • QUANTITY ⚠️ │ terms with "reasonable" │
│ • Time │ standards) │
│ │ │
│ Missing term = │ Missing price = │
│ NO CONTRACT │ "reasonable price" │
└──────────────────────────┴───────────────────────────────┘
Offers vs. Invitations to Deal
⚠️ Common Mistake: Not all communications are offers!
NOT Offers:
- Advertisements (generally invitations for offers, unless very specific)
- Catalogs and price lists
- Auctions without reserve (bidder makes offer; auctioneer accepts)
- Invitations for bids
- Preliminary negotiations
Exception: An advertisement CAN be an offer if it:
- Contains definite terms
- Limits who can accept ("first 10 customers")
- Requires specific action in response
- Uses promissory language ("We promise to sell...")
💡 Classic Case Reference: Lefkowitz v. Great Minneapolis Surplus Store - "First come, first served" advertisement with specific terms = valid offer.
Termination of Offers
Offers don't last forever. They terminate by:
- Lapse of time (specified period expires, or reasonable time passes)
- Revocation by offeror (effective when received, unless offer is irrevocable)
- Rejection by offeree
- Counteroffer by offeree (operates as rejection)
- Death or incapacity of either party
- Destruction of subject matter
Irrevocable Offers (Can't Be Revoked):
┌────────────────────────────────────────────────────────┐
│ FOUR TYPES OF IRREVOCABLE OFFERS │
├────────────────────────────────────────────────────────┤
│ │
│ 1️⃣ OPTION CONTRACT │
│ • Offeree pays consideration to keep offer open │
│ • Creates binding contract to keep offer open │
│ │
│ 2️⃣ MERCHANT'S FIRM OFFER (UCC § 2-205) │
│ • Merchant offers in signed writing │
│ • Promises to keep offer open │
│ • No consideration required! │
│ • Max duration: 3 months │
│ │
│ 3️⃣ DETRIMENTAL RELIANCE │
│ • Offeree reasonably relies on offer │
│ • Changes position detrimentally │
│ • Promissory estoppel prevents revocation │
│ │
│ 4️⃣ START OF PERFORMANCE (Unilateral K) │
│ • Beginning performance creates option │
│ • Reasonable time to complete │
│ │
└────────────────────────────────────────────────────────┘
Core Concept 3: Acceptance & The Mirror Image Rule 🪞
Common Law: The Mirror Image Rule
Under common law, acceptance must be a "mirror image" of the offer:
- Any change to terms = counteroffer (rejection + new offer)
- Acceptance must be unequivocal and unconditional
- Adding ANY new terms rejects the original offer
UCC § 2-207: Battle of the Forms ⚔️
The UCC REJECTS the mirror image rule! This is a critical difference:
UCC § 2-207 Analysis (3-Step Process):
Step 1: Does the response constitute acceptance?
- Yes, if it's a "definite and seasonable expression of acceptance"
- Yes, EVEN IF it contains additional or different terms
- Exception: Acceptance "expressly conditional" on assent to new terms = counteroffer
Step 2: What happens to additional terms in acceptance?
Between Non-Merchants: Additional terms = mere proposals (don't become part of contract)
Between Merchants: Additional terms automatically become part of contract UNLESS:
- Original offer expressly limits acceptance to its terms
- Additional terms materially alter the contract
- Offeror objects within reasonable time
Step 3: What if parties perform despite conflicting terms?
- Conduct recognizes contract exists
- Terms = those on which writings agree + UCC gap-fillers
- Conflicting terms "knock out" each other
┌─────────────────────────────────────────────────────────┐
│ UCC § 2-207: BATTLE OF THE FORMS │
├─────────────────────────────────────────────────────────┤
│ │
│ Buyer sends PURCHASE ORDER with terms A, B, C │
│ ↓ │
│ Seller sends ACKNOWLEDGMENT with terms A, B, D, E │
│ ↓ │
│ CONTRACT FORMED? ✅ YES │
│ (Not a mirror image, but still acceptance under UCC) │
│ ↓ │
│ What are the CONTRACT TERMS? │
│ ↓ │
│ IF BOTH MERCHANTS: │
│ • Terms A, B = Part of contract (agreed terms) │
│ • Term D = Part of contract IF NOT material change │
│ • Term E = Part of contract IF NOT material change │
│ • Term C = Dropped (not in acceptance) │
│ ↓ │
│ IF PARTIES PERFORM despite dispute: │
│ • Contract exists by conduct │
│ • Agreed terms control │
│ • UCC gap-fillers for rest │
│ │
└─────────────────────────────────────────────────────────┘
💡 Bar Exam Tip: "Material alteration" questions are favorites! Terms that materially alter: warranty disclaimers, arbitration clauses, remedies limitations. Terms that DON'T: payment terms, delivery schedules.
🧠 Mnemonic - "WAR": Warranty disclaimers, Arbitration clauses, Remedy limitations = material alterations
Core Concept 4: Consideration 💰
Consideration is the "price" of a promise. Without consideration, a promise is generally unenforceable.
The Bargained-For Exchange Test
Valid consideration requires:
- Bargained-for exchange (each party's promise induces the other's)
- Legal value (benefit to promisor OR detriment to promisee)
Legal detriment = doing something you're not legally obligated to do, OR refraining from something you have a legal right to do
What Is NOT Consideration? ❌
┌──────────────────────────────────────────────────────┐
│ COMMON CONSIDERATION PROBLEMS │
├──────────────────────────────────────────────────────┤
│ │
│ ❌ PAST CONSIDERATION │
│ Promise made for act already completed │
│ Example: "You saved my life last year, │
│ so I promise to pay you $1,000" │
│ │
│ ❌ PRE-EXISTING DUTY │
│ Promising to do what you're already │
│ obligated to do │
│ Example: Police officer paid extra to │
│ investigate a crime (it's his job!) │
│ │
│ ❌ ILLUSORY PROMISES │
│ Promise that doesn't actually commit │
│ promisor to anything │
│ Example: "I'll buy your car if I feel like it" │
│ │
│ ❌ MORAL OBLIGATION (usually) │
│ Feeling you "should" do something │
│ Example: "I'll pay back the gift you gave me" │
│ │
└──────────────────────────────────────────────────────┘
Pre-Existing Duty Rule - Key Exceptions
The pre-existing duty rule states you can't use performance of an existing obligation as consideration. BUT watch for these exceptions:
Exception 1: Unforeseen Circumstances
- New, unforeseeable difficulties arise
- Modification is fair and equitable
- Example: Construction contract encounters unexpected rock formation
Exception 2: UCC § 2-209
- Modifications of goods contracts need NO consideration!
- Only requires good faith
- This is a HUGE difference from common law!
Exception 3: Different Performance
- If party agrees to do something even slightly different, it's new consideration
- Example: Painter agrees to use premium paint instead of standard
Exception 4: Third-Party Promise
- Third party promises to pay for someone else's existing duty
- Example: Homeowner promises to pay contractor extra (contractor's existing duty is to builder, not homeowner)
Adequacy of Consideration
⚠️ Critical Rule: Courts generally do NOT inquire into adequacy of consideration (whether it's a "fair deal"). As long as there's SOME legal value, it's sufficient.
Exception: Gross inadequacy may evidence:
- Fraud
- Duress
- Undue influence
- Lack of capacity
🤔 Did You Know? The classic "peppercorn theory" holds that even a peppercorn can be valid consideration if it's bargained-for. The principle: parties should be free to make their own deals, even bad ones!
Core Concept 5: Promissory Estoppel - The Consideration Substitute 🛡️
When consideration is lacking, promissory estoppel (detrimental reliance) may make a promise enforceable.
Elements of Promissory Estoppel:
- Promise made by promisor
- Reasonable expectation that promisee would rely
- Actual reliance by promisee
- Detrimental (harmful) reliance
- Injustice can only be avoided by enforcement
Classic Application: Charitable pledges ("I promise to donate $10,000 to your hospital")—charity relies by starting construction → promise enforceable despite no consideration.
🌍 Real-World Example: Employer promises employee a pension. Employee works for 30 years based on this promise. Even if no formal contract, promissory estoppel likely makes pension promise enforceable.
Core Concept 6: Defenses to Formation 🛡️⚔️
Even if offer, acceptance, and consideration exist, certain defenses can render a contract void or voidable.
Defenses Chart
┌────────────────────────────────────────────────────────────────┐
│ DEFENSES TO CONTRACT FORMATION │
├──────────────────┬─────────────────────┬──────────────────────┤
│ DEFENSE │ EFFECT │ KEY ELEMENTS │
├──────────────────┼─────────────────────┼──────────────────────┤
│ INCAPACITY │ VOIDABLE │ • Minor (under 18) │
│ │ (void if severe │ • Mental illness │
│ │ mental illness) │ • Intoxication │
├──────────────────┼─────────────────────┼──────────────────────┤
│ MISTAKE │ Usually VOIDABLE │ • Mutual mistake: │
│ │ │ basic assumption │
│ │ │ • Unilateral: rarely │
├──────────────────┼─────────────────────┼──────────────────────┤
│ FRAUD/ │ VOIDABLE │ • Misrepresentation │
│ MISREPRESENT. │ │ • Material fact │
│ │ │ • Justifiable │
│ │ │ reliance │
├──────────────────┼─────────────────────┼──────────────────────┤
│ DURESS │ VOIDABLE │ • Improper threat │
│ │ │ • No reasonable │
│ │ │ alternative │
├──────────────────┼─────────────────────┼──────────────────────┤
│ UNDUE INFLUENCE │ VOIDABLE │ • Dominant party │
│ │ │ • Unfair persuasion │
│ │ │ • Overcomes will │
├──────────────────┼─────────────────────┼──────────────────────┤
│ ILLEGALITY │ VOID │ • Illegal purpose │
│ │ │ • Violates statute │
│ │ │ • Against public │
│ │ │ policy │
├──────────────────┼─────────────────────┼──────────────────────┤
│ STATUTE OF │ UNENFORCEABLE │ • Writing required │
│ FRAUDS │ │ • See categories │
│ │ │ below │
└──────────────────┴─────────────────────┴──────────────────────┘
The Statute of Frauds 📝
Certain contracts MUST be in writing (or have a sufficient memorandum) to be enforceable.
🧠 Mnemonic - "MY LEGS":
- Marriage (contracts in consideration of marriage)
- Year (contracts not performable within one year)
- Land (contracts for sale of interest in land)
- Executor (promises by executor to pay estate debts from own funds)
- Goods ($500 or more under UCC; $5,000 under amended version)
- Surety (promises to answer for debt of another)
Writing Requirements:
- Must contain essential terms
- Must be signed by party to be charged (party against whom enforcement sought)
- Need not be formal—email, text, series of documents can suffice
UCC § 2-201 Exceptions (Goods Contracts):
- Specially manufactured goods (not suitable for sale to others)
- Admission in court (defendant admits contract exists)
- Performance (goods accepted or payment made)
- Merchant's confirmatory memo (between merchants, written confirmation sent, no objection within 10 days)
💡 Bar Tip: The merchant's confirmatory memo exception is a favorite exam topic! Both parties must be merchants, and the party who RECEIVES the memo must object within 10 days or be bound.
Detailed Examples with Analysis 📚
Example 1: Common Law vs. UCC - Hybrid Contract
Scenario: 🏠 Homeowner hires ABC Company to install a custom security system for $15,000. The contract price breaks down as: $8,000 for equipment (cameras, sensors, control panel) and $7,000 for installation services. After installation, the system malfunctions. Homeowner sues, claiming breach of warranty. ABC argues the contract is primarily for services, and warranties don't apply.
Analysis:
This is a hybrid transaction involving both goods (equipment) and services (installation). We must apply the predominant purpose test:
- Language: Contract describes a "security system installation"—emphasizes the end result (system), not just goods
- Nature of business: ABC is in the installation business, not retail equipment sales
- Relative costs: Nearly equal (53% goods, 47% services)—this factor is neutral
- Customer expectations: Homeowner expected a functioning security system, not just equipment delivery
Conclusion: While this is close, most courts would likely find the predominant purpose is the service (installation of a working system), making this a common law contract. The equipment is incidental to the installation service.
Result: Common law applies. UCC warranties under Article 2 do NOT apply. However, common law implies a duty to perform services in a workmanlike manner.
⚖️ Bar Strategy: When you see hybrid contracts, quickly list the four factors. If costs are similar (within 60-40%), the other three factors become critical.
Example 2: Battle of the Forms Under UCC § 2-207
Scenario: 📦 BuyerCorp sends a purchase order to SellerCorp for 1,000 widgets at $10 each. The purchase order includes a clause: "Disputes resolved in California courts." SellerCorp sends an acknowledgment form agreeing to sell 1,000 widgets at $10 each, but SellerCorp's form includes: "All disputes subject to arbitration in New York."
SellerCorp ships the widgets. BuyerCorp accepts them. Later, a dispute arises, and BuyerCorp sues in California. SellerCorp moves to compel arbitration in New York.
Analysis:
Step 1 - Is there a contract? Yes! Under UCC § 2-207(1), SellerCorp's acknowledgment is a "definite and seasonable expression of acceptance" despite the different terms. The acknowledgment is NOT "expressly conditional" on assent to the arbitration term.
Step 2 - What are the terms? Both parties are merchants (companies regularly dealing in goods). The terms differ on dispute resolution:
- BuyerCorp's form: California litigation
- SellerCorp's form: New York arbitration
These are conflicting terms, not additional terms. Under the majority "knockout rule": conflicting terms cancel each other out, and UCC gap-fillers apply.
Step 3 - What happens to dispute resolution? Both the California litigation clause and New York arbitration clause are knocked out. The UCC doesn't have a gap-filler for dispute resolution, so general legal principles apply: plaintiff chooses forum (subject to personal jurisdiction and venue rules).
Conclusion: No arbitration agreement exists. BuyerCorp can sue in California (if jurisdiction and venue are proper).
💡 Key Takeaway: The "battle of the forms" usually means BOTH sides lose their favorite terms when those terms conflict. The UCC fills gaps with reasonable standards.
Example 3: Pre-Existing Duty and Consideration
Scenario: 🔨 Contractor agrees to build a deck for Homeowner for $10,000, completion date June 1. On May 15, with the deck 75% complete, Contractor tells Homeowner: "I'm losing money on this job. I won't finish unless you pay me an extra $2,000." Homeowner desperately needs the deck for a June 5 party and can't find another contractor in time. Homeowner agrees to pay $12,000 total. After completion, Homeowner pays only $10,000, arguing the modification is unenforceable.
Analysis:
This involves a contract modification. Under common law (construction = services), modifications require new consideration.
Pre-Existing Duty Analysis:
- Contractor was already obligated to complete the deck for $10,000
- Contractor promised to do exactly what he was already obligated to do
- Contractor's promise to complete = NO new consideration
- This looks like classic pre-existing duty problem!
BUT—Check for Exceptions:
- Unforeseen circumstances? No indication of unexpected difficulties
- Different performance? No—same work, same completion date
- Duress? Possibly! Contractor's threat + Homeowner's lack of alternatives
Duress Analysis:
- Improper threat: Threatening to breach an existing contract is improper
- No reasonable alternative: Homeowner couldn't find replacement contractor
- Economic duress: Financial pressure alone usually isn't enough, BUT combined with wrongful threat, it is
Conclusion: The modification is unenforceable for TWO reasons:
- Lacks consideration (pre-existing duty rule)
- Obtained through economic duress
Homeowner owes only $10,000.
⚠️ Compare: If this were a UCC goods contract, modification would need no consideration under § 2-209, only good faith. But duress would still invalidate it!
Example 4: Statute of Frauds - Merchant's Confirmatory Memo
Scenario: 📧 MerchantA (seller) and MerchantB (buyer) have a phone conversation on January 5 in which they agree that MerchantA will sell 500 laptops to MerchantB at $800 each, delivery February 1. On January 6, MerchantA sends an email to MerchantB: "Confirming our agreement: 500 laptops @ $800 each, delivery 2/1. Thanks!" MerchantB reads the email on January 7 but doesn't respond. On January 25, laptop prices increase dramatically. MerchantB calls MerchantA and says, "We never had a contract—nothing in writing I signed!" Is there an enforceable contract?
Analysis:
Statute of Frauds Issue:
- Contract for goods ($400,000 total—well over $500)
- Writing generally required under UCC § 2-201
- MerchantB never signed anything!
Merchant's Confirmatory Memo Exception (UCC § 2-201(2)):
Requirements:
- ✅ Both parties are merchants (companies regularly dealing in laptops)
- ✅ Writing sufficient against sender (MerchantA's email confirms quantity)
- ✅ Received within reasonable time (next day)
- ✅ Receiving party had reason to know contents (MerchantB read it)
- ❓ Receiving party failed to object within 10 days (MerchantB didn't object until day 19)
Conclusion: MerchantB is bound by the oral contract! Even though MerchantB never signed anything, the failure to object to MerchantA's confirmatory memo within 10 days satisfies the Statute of Frauds.
💡 Critical Point: This exception only works between merchants. If MerchantB were a consumer, MerchantB's signature would be required.
🔧 Try This: If MerchantB had immediately replied "I don't agree to these terms," what result? The exception wouldn't apply, and the Statute of Frauds would bar enforcement (no signed writing by MerchantB).
Common Mistakes to Avoid ⚠️
Mistake 1: Assuming All Contracts Need Writing
❌ Wrong thinking: "There's no written contract, so it's not enforceable." ✅ Correct approach: Most contracts DON'T require writing! Only check Statute of Frauds categories (MY LEGS). Oral contracts are generally valid.
Mistake 2: Applying Mirror Image Rule to UCC Contracts
❌ Wrong: "The acceptance added a term, so it's a counteroffer—no contract." ✅ Correct: Under UCC § 2-207, acceptance can add terms and still form a contract. Apply the three-step analysis.
Mistake 3: Confusing "Bargained-For" with "Adequate"
❌ Wrong: "$1 for a car worth $10,000 isn't adequate consideration, so the contract is invalid." ✅ Correct: Courts don't assess adequacy. As long as $1 is bargained-for (not a sham), it's valid consideration.
Mistake 4: Forgetting UCC § 2-209 (No Consideration for Modifications)
❌ Wrong: "The parties modified the contract, but there's no new consideration, so the modification is invalid." ✅ Correct: Check first—is this a goods contract? If so, UCC § 2-209 requires only good faith, not consideration.
Mistake 5: Treating All "Additional Terms" the Same
❌ Wrong: "The seller's form added terms, so they're automatically part of the contract." ✅ Correct: Distinguish between merchants and non-merchants. Distinguish between "additional" terms (new) and "different" terms (conflicting). Check if additional terms materially alter.
Mistake 6: Ignoring Promissory Estoppel
❌ Wrong: "There's no consideration, so the promise can't be enforced—case closed." ✅ Correct: Consider promissory estoppel! If there was detrimental reliance, the promise may still be enforceable.
Key Takeaways 🎯
Critical Rules to Memorize:
Governing Law Distinction: UCC Article 2 for goods; common law for everything else (services, real estate, employment)
UCC vs. Common Law Differences:
- Essential terms: UCC needs only quantity; common law needs all material terms
- Mirror image rule: Common law requires it; UCC rejects it (§ 2-207)
- Modifications: UCC needs no consideration (§ 2-209); common law requires it
- Statute of Frauds: UCC has merchant confirmatory memo exception
Valid Offer Requirements:
- Manifestation of willingness
- Definite terms
- Creates reasonable expectation
- Communicated to offeree
Consideration Essentials:
- Bargained-for exchange
- Legal value (benefit or detriment)
- NOT past consideration, pre-existing duty (common law), or illusory promises
Statute of Frauds (MY LEGS): Marriage, Year, Land, Executor, Goods ($500+), Surety
Battle of the Forms (§ 2-207): Three steps—(1) Is it acceptance? (2) What happens to additional terms? (3) If parties perform, conduct forms contract
Material Alterations (WAR): Warranty disclaimers, Arbitration clauses, Remedy limitations
Quick Reference Card 📋
╔══════════════════════════════════════════════════════════════╗
║ CONTRACTS FORMATION QUICK REFERENCE ║
╠══════════════════════════════════════════════════════════════╣
║ ║
║ GOVERNING LAW: ║
║ • Goods → UCC Article 2 ║
║ • Services/Real Estate → Common Law ║
║ • Hybrid → Predominant Purpose Test (LNRC) ║
║ ║
║ OFFER: ║
║ • Common Law: all material terms (parties, subject, ║
║ price, quantity, time) ║
║ • UCC: quantity only (gaps filled) ║
║ ║
║ ACCEPTANCE: ║
║ • Common Law: Mirror Image Rule (exact match) ║
║ • UCC § 2-207: Additional terms OK (see 3-step analysis) ║
║ ║
║ CONSIDERATION: ║
║ • Bargained-for + Legal Value ║
║ • NOT: past, pre-existing duty (CL), illusory, moral ║
║ • UCC § 2-209: Modifications need no consideration! ║
║ ║
║ PROMISSORY ESTOPPEL (consideration substitute): ║
║ • Promise + Reasonable expectation of reliance + ║
║ Actual detrimental reliance + Injustice ║
║ ║
║ STATUTE OF FRAUDS (MY LEGS): ║
║ Marriage, Year, Land, Executor, Goods ($500+), Surety ║
║ • UCC Exception: Merchant's confirmatory memo ║
║ (no objection within 10 days) ║
║ ║
║ DEFENSES: ║
║ • Incapacity, Mistake, Fraud, Duress, Undue Influence, ║
║ Illegality, Statute of Frauds ║
║ ║
║ MATERIAL ALTERATIONS (WAR): ║
║ Warranties (disclaimers), Arbitration, Remedies ║
║ ║
╚══════════════════════════════════════════════════════════════╝
Further Study 📚
Restatement (Second) of Contracts - The authoritative source for common law contract principles: https://www.ali.org/publications/show/contracts/
UCC Article 2 - Sales (Official Text) - Complete text with official comments: https://www.law.cornell.edu/ucc/2
Barbri/Themis Contract Law Outlines - Bar review company resources (subscription-based but extremely helpful): https://www.barbri.com/
Next Steps: In Lesson 5, we'll continue with Contracts, covering performance, breach, remedies, and third-party beneficiaries. We'll also explore parol evidence and interpretation rules. You're building a strong foundation—keep practicing! ⚖️✨