美国律师考试合同法笔记Contracts and Sales.docVIP

Contracts Outline Tested Issues: Applicable law Contract formation Statute of Frauds Contract Terms Performance Excuses for Non-performance Remedies Third-party Problems Issues located: In an option K, the offeree may accept the offer after he rejects the option as long as the acceptance is received within the option period and the offeror does not detrimentally rely on his initial rejection. Offers are usually not assignable. However, an option K supported by consideration may be assigned to a new offeree. Acceptance by unauthorized means is effective if it is actually received by offeror while the offer is still in existence. Acceptance under unilateral K: notice required if requested by offeror or context (e.g., if the acceptance would not come to offeror’s attention); otherwise, no duty to notify. Modification of a contract must be supported by consideration, except for contract for sale of goods. A release must be supported by new consideration or promissory estoppel. Accord usually requires consideration, e.g., $500 stock as accord and satisfaction of the former debt of $700. New York Contracts (Including UCC Art 2 sales Art 2A leases) Key Issue #1: Applicable Law MBE tests 2 kinds of K law: the common law Art 2 of UCC. UCC Art 2 only applies to a sale of goods (“goods” are moveable, personal property); common law applies to all other Ks. UCC Art 2: applies to all sale of goods regardless of how small the price and who the people are (can be consumers, merchants…etc). Real estate is not goods, CL applies. Service is not a sale of goods, CL applies. Loans and other credit arrangements not sale of goods, CL applies. In mixed Ks (where sale of goods and non sale of goods are involved), if the sale of goods element is more important, then UCC 2 applies; if K is primarily about services, then apply CL. Exception: If K itself expressly divides payment, the apply UCC to sale of goods part and common law to the rest. NY part of the bar tests 3 bodi