Contracts

I made a definite and seasonable expression of acceptance
A written confirmation in a reasonable time
Operates as acceptance even though it states
Terms additional or different between yours and mine

Unless acceptance is expressly made conditional
On assent to the additional terms or different terms
Additional are proposals for the contract
Between merchants terms become part of the contract

Unless
A, The offer expressly limits it
B, they materially alter it
C, notification of objection to them has been given
is given within a reasonable time
after notice of them is received

Now we gotta talk about 2-207(3)

Conduct by both parties recognizing the K
Is sufficient to establish a contract for sale
Even though the writings don’t establish a K
We let ‘em agree and supplement where they fail

In Cali we treat different as additional
Do the 2-207(2) analysis cool?
Offeror’s terms “first shot rule”
Knock ‘em out UCC gap filler default fool!


UCC 2-207

Hey! Where did you come from?

K between the promsior and promisee
With a third party beneficiary
Intended if recognition of a right of performance
Will effectuate intentions and

Performance of the promise will satisfy an
Obligation of the promisee to pay
Money to the beneficiary
Or Promisee intend benefit to beneficiary

Incidental is not intended
Not why we opened the spot
Incidental is not intended
So they don’t get jack squat

What give party 3 right to sue
I never had a deal goin’ with that dude
Promisee consideration to the promisor
How I get my damages or

If the promisee owed me some money
Purpose of the deal for me to get my honey
I could bring action against the promisee too
Don’t necessarily need to stand in his shoes

But maybe he wasn’t necessarily in my debt
Reliance the best that I be able to get
Cannot discharge or modify rights vesting
Know and relying asked and am assenting

We don’t need creditor or donee
Just an intended beneficiary
Assignment of rights delegation of duties
Assignment of rights delegation of duties

I can assign the exact right
LeBron ain’t gon’ be mowin yo’ lawn
Obligor the assignee can sue
But he stand in the obligee shoes

Delegation of duties not allowed
When I specifically wanted you
‘Cause your personal services are Unique
Obligee recover from obligor delegee

You can always delegate money
Everybody wants money
You can always delegate money
Everybody got the same kind of money


3rd Parties

Consequentials

Equitable relief the song

Well I definitely don’t have to do it now, right?

In the event of an unexpected occurrence
Of a supervening act or event
Non-occurrence basic assumption of agreement
Leads to impracticability or frustration

Relevant party is not responsible if not responsible
Has not assumed responsibility
Unless the language or the circumstances
Indicate to the contrary

This could be if a person die
Or they suffer from an incapacity
Maybe it’s a thing never came to exist
Destruction, deterioration make performance

Impracticable ‘cause it needed to be there
For performance to be practical as far as I’m aware
Restitution available for conferred benefit
Reliance too, you didn’t do it for the hell of it

If it already existed
We’ll treat it like a supervening event

You could be frustrated
It could be impossible


Excuses

General damages

Integration – A final expression in writing
Of one or more terms of an agreement
Written appearing complete and specific
Unless extrinsic evidence is admitted to show
Not a final expression of the terms

You wanna supplement a term tight
Limited by the parole evidence rule right
If the integrated agreement is complete
Then the motion to supplement got no feet

But a consistent additional term
Is admissible to supplement a partially integrated agreement
Not a completely integrated agreement
If omitting naturally a consistent additional term

How do we know where do we go yo we go to the judge
If its got four corners all kinds of terms
Could be complete in the eyes of the judge
How do we know where do we go yo we go to the judge
4 corners NY
complete in the judges eye (other places they may call it a partial)

Partial integration – A final expression of all of the terms
Integrated into a written agreement
Consistent additional terms admitted
Only if natural to be omitted
Integrated terms cannot be contradicted.

Got a fancy lawyer from the big city
Wearing loafers clad with tassels, they pretty
Want this deal to be complete
With no post-contractual hassles, they shitty
Like he said this and I said that
Don’t need that parol evidence crap
But they can always bring it in for interpretation
Or for questions on formation

Fraud duress illegality lack of consideration
Condition precedent subsequent modification


Integration

How you gonna tell me what them words mean?

Interpretation of a promise an agreement or a term
Is ascertainment of its meaning
Who’s meaning prevails? Well
If we thought the same thing that’s the meaning that prevail

But if you only knew one thing
And I knew what it was you was thinking
Or if you had no reason to know of another thing
And I had a reason to know what it was that you was thinking

Well your meaning is the meaning that we gonna use, Cause
Your meaning is the meaning that the judge is going to choose

The terms of an integrated agreement are determined
In light of the circumstance
Interpretation based on credibility of evidence
Or choice between reasonable inferences

Well that’s for the trier of fact
Otherwise it’s a question of law - Not Fact! As a matter of Fact!

Reasonable lawful and effective is preferred
First definition of the express terms
Then course of performance and course of dealing
Trade usage round out how we come up with the meaning

Specific and exact terms are preferred over general language
Negotiated and added terms preferred over standardized language

The court will supply a missing term if essential
To determine rights and responsibilities
Every K impose upon each party
A duty of good faith and fair dealing
Meaning operating against the draftsman is generally preferred
Of course the courts gon’ make sure
the public interest get served.

How you gonna tell me what them words mean?
How you gonna tell me what them words mean?

I literally just sang a song about it.


Interpretation

A misrepresentation is an assertion
that is not in accord with the facts.

An action to prevent another from learning a fact
In an assertion that the fact does not exist
Now I don’t need to tell you everything that I know
You make the mistake take the risk the K is still a go.

But if I tell anything that might mislead
The deal can be rescinded yo and that’s on me.
But sometimes do got a duty to disclose
For example in the examples that follow.

To prevent previous statement from being fraudulent
Correct a mistake on a basic assumption HEY!
Only if non-disclosure aint in good faith
Yeah you got to keep the good faith!

To correct a mistake made in understanding the integration
Where the other person entitled to know because of a special relation
Misrepresentation induces assent if it substantially contributes to the assent.

Misrepresentation is fraudulent
If intended to induce a manifestation of assent
And it’s material too
If it is what a reasonable person would do
Especially you!
And if you don’t really know the terms of the K
How can assent ever really come into play
If the facts come into accord with the assertion
K not voidable except for the harm caused from the assertion

Assent induced by misrepresenting writings
Court can reform the K to reflect what he say when he was lying
If the other party was justifiably relying

Fiduciary make a contract with his beneficiary
She can avoid it unless it is on fair terms.
And all the parties knew their rights and all the relevant facts
Otherwise we construct some fraud and give the K the axe.

Misrepresentation is an assertion
that is not in accord with the facts.

Misrepresentation is an assertion
that is not in accord with the facts.

Yeah, we misrepresentin’!!


Misrepresentation

A mistake is a belief that is not in accord with the facts

When 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 can be voided by the adversely affected party
Unless he bore the risk of a mistake under the rule they state
In section 154

A material effect is an effect that affect
Whether the contract get made

But maybe we just had a unilateral mistake
K voidable if mistake make the K unconscionable
Or the other party had reason to know of the mistake
Or his fault caused the mistake unless he bore the risk of 154

A party bears the risk when
allocated by the agreement
Or aware of limited knowledge with regard to the facts
Treats his limited knowledge as sufficient when he acts

ABT / COT / GTII / RIT / CTDS YES!
[Allocated by the court on the grounds that it it reasonable in the circumstances to do so]

The risk is allocated to him by the court yo
Circumstances make it reasonable to do so.
A mistaken party’s fault in failing to know
Or discover the facts before making the contract won’t

Bar him from avoidance or reformation
Under the rules in this song previously stated
Unless his fault amounts to not acting with good feeling
In accordance with the reasonable standards of fair dealing

You can get restitution and you can get reliance
You can get restitution and you can get reliance


Mistake

Section 89 a K can be modified
And the modification can bind
No consideration if fair and equitable in light
Of circumstances not anticipated
By the parties when the K was made
More than no coercion objectively demonstrate
Reason for seekin the modification
You weren’t anticipatin
Even if foreseen as a remote possibility

B! to the extent provided by statute, C!
To the extent that justice requires in view
Of a material change in reliance by you
Section 205 urrr K
impose upon each party a duty
of good faith and fair dealing

Comment d – good faith performance
The list of what is bad faith is enormous, off the top
Evasion of the spirit of the bargain
Lack of diligence and slacking off
Willful rendering of imperfect performance
Abuse of power to specify terms
Failin’ to cooperate with my performance you dirty worm, you dirty worm

176 1(d) a threat is improper if it is in breach
Of the duty of section 205, yo! you got to keep the good faith alive!
2(a) the resulting exchange not on fair terms
and the threat that’s made would harm the recipient yet
would not significantly benefit the party making the threat

175, Assent – induced by making an improper threat
is voidable if it leaves the victim with no reasonable alternative
The availability of legal remedy is not controlling
If it will not afford an effective relief
to one in the victims circumstances
Can you believe it? What are the chances?

UCC 2-209 good faith the test to be met to modify
No consideration is needed
Bad faith to escape performance deleted
Modification without legitimate commercial reason
Is Ineffective as a violation of the duty of good faith
Yeah you got to keep the good faith!

For merchants observance of
Reasonable commercial standards of fair dealing in the trade
May need an objective demonstration
Of reasonableness for seeking a modification
Even if there was bad faith and stress
If the court finds that legal redress was
A good option . . . No economic duress!!


Modification

Other damages

Signing what is believed to be a standardized K
Agreement with respect to terms does integrate
Interpreted where reasonable as similar parties alike
Knowledge understanding of terms need not coincide

When there is reason to believe assenting party would not
Do so if he knew so agreement to the term do not got
Gross inequality of bargaining position
Together with unreasonably favorable terms given

Can’t perform or get benefits unable to protect interests
Contract of adhesion pressure take it or leave it
Hidden words tricky words did not agree to the terms
Who they are what they do what people agree to

Unconscionable ‘cause of the procedural
Substantive can be enough as well
If it’s a real bad deal we might say tough oh well
But we can also kill the K and send it straight to hell


Standardized terms and unconscionability

Hey, Are you going to pay me, or what?
A material breach? Really?

What do you mean man, I got most of the job done
It’s not like the work was only just begun
You got a substantial amount of the benefit expected
OK it was construction or land we can make an exception

Or if I can’t make it right with a little bit of cash
Or I could recoup investment in a dash won’t lose my cash
Not gonna make everything alright, no
not in accordance with 205, yo

Promisee does not need to perform
Entitled to seek damages from
The breaching party who can not sue under the K
Only restitution, quantum meruit OK?

UCC: Perfect tender exactly what was promised
Accept / reject recover diminution from the promise
But back to what I was saying before, I substantially performed
So you gotta go too, or I could sue for contract value

Minus Damages
And that is why we teach remedies first
Minus Damages
And that is why we teach remedies first

We won’t tolerate economic loss
Was the fundamental purpose of the contract served?
But you can get around them background laws
Call it of the essence use the “magical” words


Substantial performance

Order, language, common sense

Condition an event not certain to occur
Which must occur unless
non-  occurrence is excused
Before performance under a contract becomes due

Performance of a duty subject to a condition
Cannot become due unless the condition occurs
Or its non-occurrence is excused and
Unless it has been excused

The non-occurrence of a condition
Discharges a duty when the condition can no longer occur
Non-occurrence of a condition is not a breach
Unless he is under a duty that the condition occur

Event may be made a condition by agreement
Or by a term supplied by the court
If one of us gotta be the first to perform
That seems like another type of condition of course

If performance can be rendered at the same time
Performance due at the same time
But if one of the performances gonna take some time
Until you build my house I don’t gotta pay you a dime

In resolving doubts as to whether an event
Is a condition of a duty of an obliger
An interpretation is preferred
That will reduce obligee’s risk of forfeiture

Unless the event is within control of the obligee
Circumstances indicate the risk assumed by he
When it is doubtful whether a duty
That an event occur is imposed on an obligee

Or and the event made condition
Of the duty of the obliger
First interpretation preferred
If event within control of the obligee ya heard

When it is a condition of the obligor’s duty
That he be satisfied with the performance of the obligee
Interpretation preferred condition occurs
Reasonable obligor satisfied reasonably

When the non-occurrence of a condition would make
Disproportionate forfeiture a court may
Excuse the non-occurrence of the condition
Unless occurrence is a material part of the agreed exchange

Terms of the K state an event make
Duty of performance or damages terminate
Duty discharged if event take place
Unless obligor crap on duty of good faith

Could not be prevented impracticability
Doin duty don’t subject obligor to a burden that is increased materially

The obligor’s duty is not discharged if
Before the event occurs it promises
To perform the duty even if event occurs
And before he revokes his promising words
The obligee
Changes his position in reliance on the promise materially


Theconditions

Ahh, yes, but
I believe there are some background rules involved
I think you did promise it was a chair

Unless excluded or modified
warranty goods merchantable implied
Seller a merchant of goods of that kind
Seller a merchant of goods of that kind!

Pass without objection in the trade under the contract description
For fungible goods average fair quality under the contract description

Fit for the ordinary purposes for which goods of that description are used
units need to be the same agreed upon variations are excused

Adequately contained packaged and labeled as the agreement require
Conformation to affirmations on the label required

Of course through course of performance and usage of trade
An implied warranty can be made
Of course through course of performance and usage of trade
An implied warranty can be made

When the seller at the time of contracting
Has reason to know
Any particular purpose for which
the goods are required yo

And that the buyer relying on seller, Skill and judgment
To select or furnish suitable goods There is unless


Excluded or modified under the next section
An implied Warranty, that the goods shall be fit for such a purpose All right?

Words or conduct relevant to creating an express warranty
And words or conduct tending to negate or limit the warranty
Shall be construed whenever reasonable as
consistent with eachother
inoperative to the extent that it is unreasonable brother

“The seller undertakes no responsibility for the quality of goods
Except as otherwise provided in this contract.”
merchantability waiver in a consumer contract

Generally language must mention merchantability
Gotta be conspicuous in a place that I can see

“The seller assumes no responsibility that the goods will be fit for any particular purpose for which you may be buying this good except as otherwise provided in the contract.”

For any other contract: sufficient if it states
No warranties extend beyond description on the face

Unless the circumstances indicate otherwise
All implied warranties are excluded by expressions like
“as is” “with all faults” language common calls attention
to exclusion of warranties if conspicuously mentioned

Buyer examines the goods or the sample as fully as he desire
Refuses to examine after is told, no warranty implied
With regard to defects that he should or would have found
Course of dealing or performance or usage of trade can keep it out!


Contracts

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