Contract law regulates the obligations established by agreement, whether express or implied, between private parties in the United States.
The law governing transactions involving the sale of goods has become highly standardized nationwide through widespread adoption of the Uniform Commercial Code.
The elements of a contract are mutual consent, offer and acceptance, consideration, and legal purpose.
Mutual consent, also known as ratification and meeting of the minds, is typically established through the process of offer and acceptance.
Ordinarily, an offeror is permitted to revoke their offer at any time prior to a valid acceptance.
In the case of options, the general rule stated above applies even when the offeror promises to hold the offer open for a certain period of time.
However, such an expression is not interpreted as an acceptance if it is "expressly conditional" on the original offeror's assent to the varied terms, discussed below.
A term in a purported acceptance is additional if it contemplates a subject matter not present at all in the original offer.
A merchant is defined elsewhere in the UCC as a party that regularly "deals in goods of the kind" or otherwise gives an impression of knowledge or skill regarding the subject matter of the transaction.
If both parties are merchants then additional terms in a purported acceptance do become part of the contract unless any of three exceptions apply.
Typically, to show it, the merchant must be subjected to undue hardship and/or surprise as a result of the varied term, as measured by the industry involved.
It is well established that disclaimer of warranty, indemnification, and arbitration are all clauses that do constitute material alterations.
When the proviso is used, there is no contract formed at that time unless the original offeror assents to the terms that the party purporting to accept has made "expressly conditional."
The buyer must accept the seller's additional and/or different terms, or else no contract is formed at that time.
Any pertinent term upon the forms do not agree are not part of the contract but instead are supplied by the Code's gap fillers.
Since the Code does not supply arbitration, Brown is able to avoid Smith's term and bring an action in court.
This is known as the bargain theory of consideration and requires that the promises to exchange the things be reciprocally induced.
In other words, the things being exchanged must have some value in the eyes of the law, but the general rule is that courts do not care how much.
For example, an employer lays off an employee but promises to give him a pension in exchange for his long and faithful service to the company.
He worked for the paychecks that the company promised in the past, not knowing whether a pension lay in the future.
Note, in this situation, the employee may be able to prevail on a claim of promissory restitution, but there is no contract for lack of consideration.
In other states, notably Illinois, contracts requiring performance for a lifetime are covered by the Statute.
Any mark made with the intent to authenticate the writing is satisfactory, such as initials or even such as an X by an illiterate party.
[6] No writing is required when: The last exception applies up to the quantity admitted, which may include the entire contract.
This reversed the rule at common law that permitted a defendant to testify that he indeed contracted with the plaintiff but refuses to perform because it is not in writing.
Under the principle of privity, a person may not reap the benefits or be required to suffer the burdens of a contract to which they were not a party.
Alternatively, Pam could successfully pursue a claim whereby the court would order Dan to sell the watch for the original price.
The remedy for quasi-contracts (contracts implied in law) is quantum meruit, the reasonable or "fair market" value of goods or services rendered.
In contracts implied in law, one party may have been completely unwilling to participate, as shown below, especially for an action in restitution.
Unawareness and non-consent can both be due to unconsciousness, but the latter also includes incapacity, which in turn refers to mental incompetence and/or infancy (minority).