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Chapter 9-10

BLAW 3301 Chapter Notes - Chapter 9-10: Objectivist Periodicals, Estoppel, Common RulePremium

3 pages67 viewsSpring 2017

Business Law
Course Code
BLAW 3301
Robert Sandoval

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Chapter 9 and 10
Tuesday, March 7, 2017
12:02 PM
Introduction to contracts
o Relationship of the UCC and the Common Law of Contracts
Two important qualifications must be made
1. The code does not change all of the traditional contract rules. Traditional
contract law rules apply to contracts for the sale of goods
2. The courts have demonstrated a significant tendency to apply Code
contract concepts by analogy to some contracts that are not technically
covered by article 2
Sales of goods
No: common law applies UNLESS code applied by analogy
Yes: code applies
Code rule on point?
If yes, use the relevant common law rule
If no, special rule for merchants
o Quasi-contract
Requiring all the elements of a binding contract before contractual obligation is
imposed can cause injustice in some cases
Ex: one person may have provided goods or services to another person
who benefited from them but has no contractual obligation to pay for the
because no facts exist that would justify a court in implying a promise to
pay for them
o Promissory Estoppel
One person may rely on a promise made by another even though the promise
and surrounding circumstances are not sufficient to justify the conclusion that
a contract has been created because one or more of the required elements is
To allow the promisor to argue that no contract was created would
sometimes work an injustice on the promisee
Promisor: person who made the promise
Promisee: person who relied on the promise
Chapter 10
o The agreement
o Intent to contract
For a proposal to be considered on offer, the offeror must indicate present
intent to contract.
Present intent: the intent to enter the contract upon acceptance
An intent on the part of the offeror would be required for an offer
Otherwise, an unwilling person might wrongly be bound to a contract
o The objective standard of intent
Was there a truly "meeting of the minds" between the parties
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