Contracts FLOW chart

Sale of goods UCC Chart

Identify the Offer

Unilateral Contract

No Contract formed from this offer or acceptance. Find other facts and start again, or alternatives to Contract formation. Reliance/Restitution

K

counter-offer?

formation

Use BoF chart 

 Acceptance was valid.

Was there Consideration?

Mailbox Rule:

Mirror Image of Offer?

YES.

Benefit to the promisor, detriment to the promisee

Was the acceptance timely?

Neither .

Within a reasonable amount of time

 Acceptance is valid the moment it is communicated to the offeror, unless a rejection was received first.

NO

Unilateral: Irrevocable if offeree begins performance--> an option contract is then formed for a reasonable amount of time. R2d 45

YES.

Bargained for exchange?

Was the offer rescinded before acceptance received?

YES.

NO.

NO.

alternatives to consideration

one thing, for another

No Need; or Valid writing, that includes: -Signature (of party to be charged) -Recognition of an agreement -Key terms.

Consideration was valid. NO.

Charitable Subscription?

YES.

Need Statute of Frauds?

(MYLEGS) see page 2 

SV fall LME 2012

 Acceptance by performance or silence, only if that was their custom/was specified in offer.

NO.

Gift; Illusory promise; Past consideration

Promissory Restitution or Reliance see other page

return promise

YES.

bargained for exchange

Note:

The benefit or detriment cannot be: -promise to do something they are already bound to do. -promise to refrain to do something they have no right to do.

Uncle ar terms are not substa ntial

 Acceptance by

Bilateral Contract

Was there Acceptance?

 An Ad Uncle ar terms are substa ntial

 Assume bilateral

?

 An offer was made.

Unclear or indefinite terms

Was the acceptance confined to the manner specified in the offer?

performance

 A clear and definite definite promise with manifestation of intent to be bound was communicated to an offeree

No manifestation of intent to be bound

 Acceptance only by complete

NO.

Part-performance Part-performance that unequivocally proves the contract

YES.

NO.

Contract formed! No K Formed, try alternatives

1

Consideration was valid.

Consideration was invalid.

Need Statute of Frauds?

Was there Promissory Restitution?

(MYLEGS) see page 2 

Promise for a benefit received?

YES.

Marriage  Year, or more Land sale Executor  Goods sale>$500 Surety

NO.

Was it intended to be a gift?

VALID WRITING(S)?

multiple writings may be combined as one to satisfy the SoF, but only if they are signed by the promisor and/or the writing that is signed by the promisor explicitly references their agreement and/or a previous writing by the promisee.

NO.

Promise disproportionate to the benefit received?

YES.

END. no promissory restitution

NO.

Does justice require the promise to be enforced?

NO.

Factors: -unjust enrichment; -the promise made; -the benefit received YES.

The promise may be enforced. SV fall LME 2012

2

Reliance

Restitution

Trigger: Consideration failed, BFE failed, or offer revocation issue.

Trigger: When nothing else works; No K; No Consid;No SoF writing;

R2d 90

Defense to K w/ capasity, fraud, or mistake

Was there a promise? YES. Should/did the promisor reasonably expect the promise to induce action by the promise? YES.

NO.

Was there unjust enrichment?

NO.

YES. Charitable subscription?

YES.

Was the ! an officious intermeddler?

YES.

NO.

END. No Restitution.

NO. NO.

The promisee took action to his detriment.

NO.

END. No Reliance

YES.

 " may be forced to pay damages.

The action was in reliance of the promise..

YES.

NO.

can injustice be avoided by enforcement of the promise? YES.

NO.

Promise is binding, and will be enforced by court..

SV fall LME 2012

3

Trigger: Sale of Goods, AKA the

UCC: Sale of Goods

transfer of the title for tangible, movable thing.

YES.

Identify the Offer Offer must be inviting acceptance

Did the offeror provide the offer would remain 'open' for a certain time?

Was it revoked before acceptance?

YES.

Was it revoked before acceptance?

NO. YES.

By Performance

NO. NO.

Was it revoked within the time the offeror said it would be open?

e.g. accepting delivery

Was the offer accepted by any reasonable means?

Valid Offer &  Acceptance.

With non-material changes (&no objection w/in 10 days)

YES. NO. No Offer & Acceptance.

Try new facts or move to alternatives

With material changes

Counter-offer 

Consideration? Benifit/Detriment + Bargained for?

NO.

Valid writing, that includes: -Signature (of party to be charged) -Recognition of an agreement -Key terms. INC. #

NO

from another flowchart. SV fall LME 2012

Modification after contract formation? No consideration necessary

YES.

Over $500? or any other MYLEG? YES.

NO

YES.

Contract Formed! 4