Category: Contracts

CORPORATIONS Organization of corporation Formation requirements: people, paper, act Ultra vires activities De Jure Corporation: acceptance of Articles by the Secretary of State De Facto: good faith attempt to comply with the inc. statute. Corporation by Estoppel: one dealing w/ a business as a corp. may be estopped from denying the business’s corp. status. Promoters…

CONTRACTS Which law governs? UCC if sale of goods “substantial part.” Merchant or non-merchant? Formation of Contract Offer – requires (1) an expression of a promise, undertaking or commitment to enter a contract, (2) certainty and definiteness of terms, and (3) communication to an identified offeree. Output Ks are valid (where seller commits to sell…

CONTRACTS Which law governs? If CL… Formation of Contract Offer – requires (1) an expression of a promise, undertaking or commitment to enter a contract, (2) certainty and definiteness of terms, and (3) communication to an identified offeree. Is the offer still alive? Lapse of time Rejection by offeree (counter; conditional acceptance; additional terms) Revocation…

CONTRACTS I. fORMATION Did the parties form an agreement? Three-Elements Mutual assent(offer and acceptance) Consideration(bargained for legal detriment)or a substitute; and No defensesto formation Mutual Assent (offer and acceptance) Offer: (i) an expression of promise, undertaking or commitment to enter into a contract; (ii) definite and certain in its terms, and (iii) communicated to the…

APPLICABLE LAW: CL v. U.C.C. UCC governs sale of goods. Goods = movable objects. UCC has special rules if both parties are merchants. Merchants = those who regularly deal in the particular goods. Common law – any K’s not governed by UCC are governed by CL (i.e. service K, real estate K) Mixed Goods/Services Test:…