A Collection of UCC, Restatements, and Rules 2013 Carlson

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Term

Definition

71 - Requirement of Exchange; Type of Exchange (1)/(4)

(1) To constitute consideration, a performance or a return promise must be bargained for.

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71 - Requirement of Exchange; Type of Exchange (2)/(4)

(2) A performance or return promise is bargained for if it is sought by the promisor in exchange for his promise and is given by the promisee in exchange for that promise.

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71 - Requirement of Exchange; Type of Exchange (3)/(4)

The performance may consist of: (a) the act other than a promise; (b) a forbearance; OR (c) the creation, modification, or destruction of a legal relation.

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71 - Requirement of Exchange; Type of Exchange (4)/(4)

The performance or return promise may be given to the promisor or to some other person. It may be given by the promisee or by some other person.

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72 - Exchange of Promise for Performance

Any performance which is bargained for is consideration (two exceptions).

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73 - Performance of a Legal Duty;Exception to Bargained for Consideration

Performance of a legal duty owed to a promisor, neither doubtful nor the subject of honest dispute, isnot consideration; butasimilar performance is consideration if it differs from what was required in a way which reflects more than a pretense of bargain.

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74 - Settlement of Claims - Settlement of Claims; Exception to Bargained for Consideration (1)(a)/2

(1) Forbearance to assert or the surrender of a claim or defense which proves to be invalid is not consideration unless; (a) the claim or defense is in fact doubtful because of uncertainty as to the facts or the law; OR

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74 - Settlement of Claims; Exception to Bargained for Consideration (1)(b)/(2)

;OR (b) the forbearing or surrendering party believes that the claim or defense may be fairly determined to be valid.

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74 - Settlement of claims; Exception to Bargained for Consideration (2)/(2)

The excution of a wrtten istrment surrndring a claim or defnse byonewhoisundernodutytoexecuteitisconsideration if theexecutionof thewritteninstrumentisbargained for even thoughhe isnot asertingthe claim or defnse andbelives that novald claimor defnseexist

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75 - Exchange of Promise for Promise

A promise which is bargained for is consideration if, but only if, the promised performance would be consideration (two exceptions 76 & 77)

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79 - Adequacy of Consideration; Mutuality of Obligation

If the requirement of consideration is met, there is no aditional requirement of (a) a gain, advantage, or benefit to the promisor or a loss, disavantage, or detriment to the prmise; (b) equivalence in the values exchange; OR (c) "mutuality of obligation"

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81 - Consideration as Motive or Inducing Cause (1)/(2)

(1) The fact that what is bargained for does not of itself induce the making of a promise does not prevent it from being consideration for the promise.

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81 - Consideration as Motive or Inducing Cause (2)/(2)

(2) The fact that a promise does not of itself induce a performance or return promise does not prevent the performance or return promise from being consideration for the promise.

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204 - Supplying an Omitted Essential Term

When the parties to a bargain sufficiently defined to be a contract have not agreed with respect to a term which is essential to a determination of their rights and duties, a term which is reasonable in the circumstances is supplied by the court.

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205 – Duty of Good Faith and Fair Dealing

Every contract imposes upon each party a duty of good faith and fair dealing in its performance and its enforcement.

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174 – When Duress by Physical Compulsion Prevents Formation of a Contract

If Conduct that appears to be a manifestation of assent by a party who does not intend to engage in that conduct is physically compelled by duress, the conduct is not effective as a manifestation of assent.

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175 – When Duress by Threat Makes a Contract Voidable (1)/(2)

(1) If a party’s manifestation of assent is induced by an improper threat by the other party that leaves the victim no reasonable alternative, the contract is voidable by the victim.

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175 - When Duress by Threat Makes a Contract Voidable (2)/(2) Start to UNLESS;

(2) If a party’s manifestation of assent is induced by one who is not a party to the transaction, the contract is voidable by the victim unless;

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175 - When Duress by Threat Makes a contract Voidable UNLESS;

unless; the other party to the transaction in good faith and without reason to know of the duress either gives value or relies materially on the transaction.

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176 – When a Threat Is Improper (1)/(2), (a)(b)/(d)

(1) A threat is improper if: (a) what is threatened is a crime or a tort, or the threat itself would be a crime or a tort if it resulted in obtaining property; (b) what is threatened is a criminal prosecution;

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176 – When a Threat Is Improper (1)/(2), (c)(d)/(d)

(c) what is threatened is the use of civil process and the threat is made in bad faith; -OR- (d) the threat is a breach of the duty of good faith and fair dealing under a contract with the recipient.

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176 – When a Threat Is Improper (2)/(2), (a)/(c)

(2) A threat is imprper if the reslting exchnge is not on fair terms;and (a) the threatened act would harm the recipient and would not significantly benefit the party making the threat;

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176 – When a Threat Is Improper (2)/(2), (b)(c)/(c)

(b) the effectiveness of the threat in inducing the manifestation of assent is significantly increased by prior unfair dealing by the party making the threat; -OR- (c) what is threatened is otherwise a use of power for illegitimate ends.

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89 – Modification of Executory Contract - (a)/(c)

A promise modifying a duty under a contract not fully performed on either side is binding: (a) if the modification is fair and equitable in view of circumstances not anticipated by the parties when the contract was made; or

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89 – Modification of Executory Contract - (b)(c)/(c)

(b) to the extent provided by statute; -OR- (c) to the extent that justice requires enforcement in view of material change of position in reliance on the promise.

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17 – Requirement of a Bargain - (1)/(2)

(1) Except as stated in Subsection (2), the formation of a contract requires a bargain in which there is a manifestation of mutual assent to the exchange and a consideration.

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17 – Requirement of a Bargain - (2)/(2)

(2) Whether or not there is a bargain a contract may be formed under special rules applicable to formal contracts or under the rules stated in §§ 82-94

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19 – Conduct as Manifestation of Assent - (1)/(3)

(1) The manifestation of assent may be made wholly or partly by written or spoken words or by other acts or by failure to act.

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20 – Effect of Misunderstanding - (1)(a)/

(1) There is no manifestation of mutual assent to an exchange if the paries attach materially different meanings to their manifestations and:(a) neither party knows or has reason to know the meaning attached by the other; -OR-

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21 – Intention to Be Legally Bound

Neither real nor apparent intention that a promise be legally binding is essential to the formation of a contract, but a manifestation of intention that a promise shall not affect legal relations may prevent the formation of a contract.

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19 – Conduct as Manifestation of Assent - (2)/(3)

(2) The conduct of a party is not effective as manifestation of his assent unless he intends to engage in the conduct and knows or has reason to know that the other party may infer from his conduct that he assents.

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19 – Conduct as Manifestation of Assent - (3)/(3)

(3) The conduct of a party may manifest assent even though he does not in fact assent. In such cases a resulting contract may be voidable because of fraud, duress, mistake, or other invalidating cause.

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20 – Effect of Misunderstanding - (1)/(2), (b)/(b)

(b) each party knows or each party has reason to know the meaning attached by the other.

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20 – Effect of Misunderstanding - (2)/(2), (a)/(b)

(2) The manifstations of the prties r oprative in accrdance wth the meaning attched to thm by 1 of the prties if: (a)that prty does not know of any different meaning attached by the other, and the other knows the meaning attached by the first party;-OR-

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20 – Effect of Misunderstanding - (2)/(2), (b)/(b)

OR; (b) that party has no reason to know of any different meaning attached by the other, and the other has reason to know the meaning attached by the first party.

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33 – Certainty - (1)/(3)

(1) Even though a manifestation of intention is intended to be understood as an offer, it cannot be accepted so as to form a contract unless the terms of the contract are reasonably certain.

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34 – Certainty and Choice of Terms; Effect of Performance or Reliance - (1)/(3)

(1) The terms of a contract may be reasonably certain even though it empowers one or both parties to make a selection of terms in the course of performance.

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24 – Offer Defined

An offer is the manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it.

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26 – Preliminary Negotiations

A manifestation of willingness to enter into a bargain is not an offer if the person to whom it is addressed knows or has reason to know that the person making it does not intend to conclude a bargain until he has made a further manifestation of assent.

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29 – To Whom an Offer Is Addressed - (1)/(2)

(1) The manifested intention of the offeror determines the person or persons in whom is created a power of acceptance

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29 – To Whom an Offer Is Addressed (2)/(2)

(2) An offer may create a power of acceptance in a specified person or in one or more of a specified group or class of persons, acting separately or together, or in anyone or everyone who makes a specified promise or renders a specified performance.

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33 – Certainty - (2)/(3)

(2) The terms of a contract are reasonably certain if they provide a basis for determining the existence of a breach and for giving appropriate remedy.

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33 – Certainty - (3)/(3)

(3) The fact that one or more terms of a proposed bargain are left open or uncertain may show that a manifestation of intention is not intended to be understood as an offer or as an acceptance.

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34 – Certainty and Choice of Terms; Effect of Performance or Reliance - (2)(3)/(3)

(2) Part performance under an agreement may remove uncertainty and establish that a contract enforceable as a bargain has been formed. (3) Action in reliance on an agreement may make a contractual remedy appropriate even though uncertainty is not remved.

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32 – Invitation of Promise or Performance

In case of doubt an offer is interpreted as inviting the offeree to accept either by promising to perform what the offer requests or by rendering the performance, as the offeree chooses

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153 – When Mistake of One Party Makes a Contract Voidable 0/(b)

a mistke of 1 prty @time K was mde as 2 a bsic assmption on whch he mde the K has matrial effct on agred exchnge of perfrmances advrse to him,the K is voidble by P if P doesnt bearrisk ofthe mistke undr§154 &:

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154 – When a Party Bears the Risk of a Mistake (a)/(c)

A party bears the risk of a mistake when: (a) The risk is allocated to him by agreement of the parties;

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41 – Lapse of Time (1)/(3)

(1) An offeree’s power of acceptance is terminated at the time specified in the offer, or, if no time is specified, at the end of a reasonable time.

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42 – Revocation by Communication From Offeror Received by Offeree

An offeree’s power of acceptance is terminated when the offeree receives from the offeror a manifestation of an intention not to enter into the proposed contract.

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43 – Indirect Communication of Revocation

An offeree’s power of acceptance is terminated when the offeror takes definite action inconsistent with an intention to enter into the proposed contract and the offeree acquires reliable information to that effect.

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48 – Death or Incapacity of Offeror or Offeree

An offeree’s power of acceptance is terminated when the offeree or offeror dies or is deprived of legal capacity to enter into the proposed contract.

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25 – Option Contracts

An option contract is a promise which meets the requirements for the formation of a contract and limits the promisor’s power to revoke an offer.

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87 – Option Contract (1)/(2) (a)/(b)

(1) An offer is binding as an option contract if it: (a) is in writing and signed by the offeror, recites a purported consideration for the making of the offer, and proposes an exchange on fair terms within a reasonable time; -OR-

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50 – Acceptance of Offer Defined; Acceptance by Performance; Acceptance by Promise - 1/3

(1) Acceptance of an offer is a manifestation of assent to the terms thereof made by the offeree in a manner invited or required by the offer.

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51 – Effect of Part Performance Without Knowledge of Offer

Unless the offeror manifests a contrary intention, an offeree who learns of an offer after he has rendered part of the performance requested by the offer may accept by completing the requested performance.

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153 – When Mistake of One Party Makes a Contract Voidable (a)(b)/(b)

(a) the effect of the mistake is such that enforcement of the contract would be unconscionable; -OR- (b) the other party had reason to know of the mistake or his fault caused the mistake.

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154 – When a Party Bears the Risk of a Mistake (b)/(c)

(b) he is aware, at the time the contract is made, that he has only limited knowledge with respect to the facts to which the mistake relates but treats his limited knowledge as sufficient; -OR-

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154 – When a Party Bears the Risk of a Mistake (c)/(c)

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41 – Lapse of Time (2)/(3)

(2) What is a reasonable time is a question of fact, depending on all the circumstances existing when the offer and attempted acceptance are made.

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41 – Lapse of Time (3)/(3)

(3) Unless otherwise indicated by the language or the circumstances, and subject to the rule stated in § 49, an offer sent by mail is seasonably accepted if an acceptance is mailed at any time before midnight on the day on which the offer is received.

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87 – Option Contract (1)/(2) (b)/(b)

(b) is made irrevocable by statute

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87 – Option Contract - 2/2

(2)An offer which the offeror should R expect to induce action or forbearance of a substantial character part of the offeree before acc & which does induce such action or forbearance is binding as an option K 2 the extent necessary 2 avoid injustice.

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50 – Acceptance of Offer Defined; Acceptance by Performance; Acceptance by Promise - 2/3

(2) Acceptance by performance requires that at least part of what the offer requests be performed or tendered and includes acceptance by a performance which operates as a return promise.

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50 – Acceptance of Offer Defined; Acceptance by Performance; Acceptance by Promise - 3/3

(3) Acceptance by a promise requires that the offeree complete every act essential to the making of the promise.

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53 – Acceptance by Performance; Manifestation of Intention Not to Accept - 1/3

(1) An offer can be accepted by the rendering of a performance only if the offer invites such an acceptance.

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53 – Acceptance by Performance; Manifestation of Intention Not to Accept - 2/3

(2) Except as stated in § 69, the rendering of a performance does not constitute an acceptance if within a reasonable time the offeree exercises reasonable diligence to notify the offeror of non-acceptance.

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53 – Acceptance by Performance; Manifestation of Intention Not to Accept - 3/3

(3)Where an offr of a promse invtes acceptnce by perfrmance & does not invite a promissry acceptnce,the rendering of the invited performnce doesnt consttute an acceptnce if befre the offror perfrms his prmise the offree manifsts an intention not to accpt.

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60 – Acceptance of Offer Which States Place, Time or Manner of Acceptance

If a offer prescribes the place, time or manner of acceptnce its terms inthis respect must be complied w/ in order to create a contrct.If an offer merely suggsts a permitted place,time or manner of acceptance,another method of acceptance is not precluded.

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62 – Effect of Performance by Offeree Where Offer Invites Either Performance or Promise -

(1)Where an offr invites an offeree to choose between acc bypromise & acce by performnce,the tender or beginning of the invitd performnce or a tender of a begining of it is an A b PER (2)Such an acce operates as a promise to render complete performance

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63 – Time When Acceptance Takes Effect - a/b

Unless offer provides otherwise: (a)an acc made in a manner & by a medium invited by an offer is operative & completes the manifestation of mutual assent when put out of the offeree’s possession,without regard to whether it ever reaches the offeror;BUT

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63 – Time When Acceptance Takes Effect - b/b

-BUT- (b) an acceptance under an option contract is not operative until received by the offeror.

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45 – Option Contract Created by Part Performance or Tender - 1/2

(1) Where an offer invites an offeree to accept by rendering a performance and does not invite a promissory acceptance, an option contract is created when the offeree tenders or begins the invited performance or tenders a beginning of it.

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45 – Option Contract Created by Part Performance or Tender - 2/2

(2) The offeror’s duty of performance under any option contract so created is conditional on completion or tender of the invited performance in accordance with the terms of the offer.

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69 – Acceptance by Silence or Exercise of Dominion - 1/2, 0/c

(1) Where an offeree fails to reply to an offer, his silence and inaction operate as an acceptance in the following cases only:

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69 – Acceptance by Silence or Exercise of Dominion - 1/2, a/c

(a) Where an offeree takes the benefit of offered services with reasonable opportunity to reject them and reason to know that they were offered with the expectation of compensation.

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69 – Acceptance by Silence or Exercise of Dominion - 1/2. b/c

(b) Where the offeror has stated or given the offeree reason to understand that assent may be manifested by silence or inaction, and the offeree in remaining silent and inaction intends to accept the offer.

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69 – Acceptance by Silence or Exercise of Dominion - 1/2, c/c

(c) Where because of previous dealings or otherwise, it is reasonable that the offeree should notify the offeror if he does not intent to accept.

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69 – Acceptance by Silence or Exercise of Dominion - 2/2

(2)An OFE who does act inconsistent w/ the OFOs ownership of offered property is bound in accordnce w/ the offered terms unless they are manifestly unreasonable. But if the act is wrongful as against the offeror it is an acceptnce only if ratified by him.

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46 – Revocation of General Offer - Where an offer is made by advertisement in a newspaper or other general notification to the public or to a number of persons whose identity is unknown to the offeror,

the offeree’s power of acceptance is terminated when a notice of termination is given publicity by advertisement or other general notification equal to that given to the offer and no better means of notification is reasonably available.

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2-306 – Output, Requirements and Exclusive Dealings - 1/2

(1) A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith, except that no quantity unreasonably disproportionate to any stated estimate or in the

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2-306 – Output, Requirements and Exclusive Dealings - 2/2

(2) A lawful agreement by either the seller or the buyer for exclusive dealing in the kind of goods concerned imposes unless otherwise agreed an obligation by the seller to use best efforts to supply the goods and by the buyer to use best efforts to promo

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2-209 – Modification, Rescission and Waiver - 1/5

(1) An agreement modifying a contract within this Article needs no consideration to be binding.

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2-209 – Modification, Rescission and Waiver - 2/5

(2)A signd agreemnt which excluds modifiction or rescission excpt by signed writing cannt be othrwise modified or rescinded,but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.

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2-209 – Modification, Rescission and Waiver - 3/5

(3) The requirements of the statute of frauds section of this Article (Section 2-201) must be satisfied if the contact as modified is within its provisions.

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2-209 – Modification, Rescission and Waiver - 4/5

(4) Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) or (3) it can operate as a waiver

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2-209 – Modification, Rescission and Waiver - 5/5

(5)prtywho hasmade a waivr affcting executr portion of K mayretract the waiverby R N received by theothr prty that strictperformnce will b requird of any term waivd,unless the retraction wud b unjst in view of matrial chnge ofpositn inrelince onthe waiver

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2-306 – Output, Requirements and Exclusive Dealings (1)/(2) PREMISE

(1) A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith,

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2-306 – Output, Requirements and Exclusive Dealings (2)/(2) EXCEPTION

except that no quantity unreasonably disproportionate to any stated estimate or in the absence of a stated estimate to any normal or otherwise comparable prior output or requirements may be tendered or demanded.

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2-306 – Output, Requirements and Exclusive Dealings (2)/(2) EXCEPTION

(2) A lawful agreement by either the seller or the buyer 4 exclusive dealing in the kind of goods concrned imposes unlss othrwise agreed an obligtion by the sellr 2 use best effrts 2 supply the goods & by the buyer 2 use best efforts 2 promote their sale.

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2-305 – Open Price Term - 1/4, a/c

(1) The parties if they so intend can conclude a contract fo sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if: (a) nothing is said as to price; -OR-

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2-305 – Open Price Term - 1/4, bc/c

(b) the price is left to be agreed by the parties and they fail to agree; (c) the price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded.

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2-305 – Open Price Term - 2/4

(2) A price to be fixed by the seller or by the buyer means a price for him to fix in good faith.

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2-305 – Open Price Term - 3/4

(3) When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party the other may at his option treat the contract as cancelled or himself fix a reasonable price.

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2-305 – Open Price Term - 4/4 PREMISE

(4) Where, however, the parties intend not to be bound unless the price be fixed or agreed and it is not fixed or agreed there is no contract.

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2-305 – Open Price Term - 4/4 RESULT

In such a case the buyer must return any goods already received or if unable so to do must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account.

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2-207 – Additional Terms in Acceptance or Confirmation 1/3

Adefinite & seasonble exprssionof acc or awrittn confirmtion,is sent w/in a R time opertes as acc even if it states terms additinal 2 or differntfrom thoseoffered or agreed upn,unlss acc is exprssly madeconditinal onassent2 theadditinal or diffrentterms

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2-207 – Additional Terms in Acceptance or Confirmation - 2/3, a/c

(2) The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless: (a) the offer expressly limits acceptance to the terms of the offer;

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2-207 – Additional Terms in Acceptance or Confirmation - 2/3. bc/c

(b) they materially alter it; -OR- (c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received.

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2-207 – Additional Terms in Acceptance or Confirmation - 3/3 PREMISE

(3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sales although the writings of the parties do not otherwise establish a contract.

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2-207 – Additional Terms in Acceptance or Confirmation - 3/3 - RESULT

In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this Act.

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2-206 – Offer and Acceptance in Formation of Contract - 1/2, a/b

(1) Unless otherwise unambiguously indicated by the language or circumstances (a) an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances;

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2-206 – Offer and Acceptance in Formation of Contract - 1/2, b/b PREMISE

(b) an order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or non-conforming goods,

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2-206 – Offer and Acceptance in Formation of Contract - 1/2, b/b EXCEPTION

but such a shipment of non-conforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.

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2-206 – Offer and Acceptance in Formation of Contract - 2/2

(2) Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.

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179 - Bases of Public Policies Against Enforcement of:

Promises or other terms may be derived by the court from (a)legislation relevant to such a policy; or(b)the need to protect some aspect of the public welfare, as is the case for the judicial policies against.

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208 - Unconscionable Contract or Term

If a K or term thereof is unconscionable @ the time the K is made a ct may refuse to enforce the K or may enforce the remainder of the K w/o unconscionable term or may so limit theapplication of any unconscionable term as to avoid an unconscionable result

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2-315 – Implied Warranty: Fitness for Particular Purpose - Where the seller at the time of contracting has reason to know:

1) any particular purpose for which the goods are required and that the buyer is relying on the seller’s skill; OR 2) or judgment to select or furnish suitable goods; there is an implied warranty that the goods shall be fit for such purpose.

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159 - Misrepresentation Defined

A misrepresentation is an assertion that is not in accord with the facts.

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160 - When Action is Equivalent to an Assertion (Concealment)

Action intended or known to be likely to prevent another from learning a fact is equivalent to an assertion that the fact does not exist.

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163- When a Misrepresentation Prevents Formation of a Contract - What aspects of contract?

character or essntial terms of a propsed K induces conduct that appears 2 b a manifstation of assent by 1 who neither knws nor has R opprtunity to know of the charcter or essntial terms of the propsed K, his condct is not effctive manifestation of assent.

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14 - Infants

Unless a statute provides otherwise, a natural person has the capacity to incur only voidable contractual duties until the beginning of the day before the person's eighteenth birthday.

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132 - Several Writings

The memorandum may consist of several writings if one of the wiritng is signed and the writings in the circumstances clearly indicate that they relate to the same transaction

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133 - Memorandum Not Made as Such

Except in the case of a writing evidencing a K upon consideration of marriage, the statute may be satisfied by a signed writing not made as a memorandum of a K.

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134 - Signature

The signature to a memorandum may be any smbol made or adopted with an intention actual or apparent, to authenticate the writing as that of the signer.

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135 - Who Must Sign

Where a memorandum of a K within the Statute is signed by fewer than all parties to the K and the Statute is not otherwise satisfied, the K is enforceable against the signers but not a against the others

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136 - Time of the Memorandum

A memorandum sufficient to satisfy the Statute may be made or signed at any time before or after the formation of the K.

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137 - Loss or Destruction of a Memorandum

The loss or destruction of a memorandum does not deprive it of effect under the statute.

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138 - Unenforceability

138 - Where a K within the Statute of Frauds is not enforceable against the party to be charged by an action against him, it is not enforceable by a set-off or counterclaim in an action brought by him or as a defense to a claim by him.

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370 - Requirement That Benefit Be Conferred - Restitution

A party is entitled to restitution under the rules stated in this Restatement only to the extent that he has conferred a benefit on the other party by way of part performance or reliance.

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56 - Acceptance by Promise; Necessity of Notification to Offeror

Except as state in 69 or where the offer manifests a contrary intention, it is essential to an acceptance by promise either that the offeree exercise R diligence to notify the offeror of acceptance or that the offeror receive the acceptance seasonably.

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66 - Acceptance Must Be Properly Dispatched

An acceptance sent by mail or otherwise from a distance is not operative when dispatched, unless it is properly addressed and such other precautions taken as are ordinarily observed to insure safe transmission of similar messages.

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67 - Effect of Receipt of Acceptance Improperly Dispatched - part 1 w/o time requirement

Where an acceptance is seasonably dispatched but the offeree uses means of transmission not invited by the offer or fails to exercise R diligence to insure safe transmission, it is treated as operative upon dispatch if received w/in the time...

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161 - When Non-Disclosure is Equivalent to an Assertion - PREDEFINITION

A person's non-disclosure of a fact known to him is equivalent to an assertion that the fact does not exist in the following cases only:

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161 - When Non-Disclosure is Equivalent to an Assertion - a/d

(a) where he knows that disclosure of the fact is necessary to prevent some previous assertion from being a misrepresentation or from being fraudulent or material.

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161 - When Non-Disclosure is Equivalent to an Assertion - b/d

(b)where he knows that disclsure of the fact would corrcta mistke of other prty as to the bsic assmption on which that prty is mking the K; & if non-disclosure of the fact amounts 2 a failure to act in good faith & in accordnce w/R standrds of fairdealing

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161 - When Non-Disclosure is Equivalent to an Assertion - c/d

(c) Where he knows that disclosure of the fact would correct a mistake of the other party as to the contents or effect of a writing, evidencing or embodying an agreement in whole or in part.

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161 - When Non-Disclosure is Equivalent to an Assertion - d/d

(d) where the other person is entitled to know the fact because of a relation of trust and confidence between them.

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162- When a Misrepresentation Is Fraudulent or Material - 1/2, a/c

(1) A misrepresentation is fraudulent if the maker intends his assertion to induce a party to manifest his assent and the maker: (a) knows or believes that the assertion is not in accord with the facts; or

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162- When a Misrepresentation Is Fraudulent or Material - 1/2, bc/c

(does not have the confidence that he states or implies in the truth of the assertion; or (c) knows that he does not have the basis that he states or implies for the assertion

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162- When a Misrepresentation Is Fraudulent or Material - 2/2

(2)A misrepresentation is material if it would b likely to induce a R person to manifest his assent, or if the maker knows that it would b likely to induce the recipient to do so.

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164 - When a Misrepresentation Makes a Contract Voidable - 1/2

(1) If a party's manifestation of assent is induced by either a fraudulent or a material misrepresentation by the other party upon which the recipient is justified in relying, the contract is voidable by the recipient.

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164 - When a Misrepresentation Makes a Contract Voidable - 2/2 - BEFORE UNLESS

(2) By one who is not a party to the transaction upon which the recipient is justified in relying, the K is voidable by the recipient,

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164 - When a Misrepresentation Makes a Contract Voidable - 2/2 - UNLESS

unless the other party to the transaction in good faith & without reason to know of the misrepresentation either gives value or relies materially on the transaction.

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178 - When a Term is Unenforceable on Grounds of Public Policy - 1/3

(1) A promise or other term of agreement is unenforceable on grounds of public policy if legislation provides it unenforceable or the interest in its enforcement is clearly outweighed in the circumstances by pp against the enforcement of such term.

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178 - When a Term is Unenforceable on Grounds of Public Policy - 2/3- abc/c

Factors in weighing the interests in enforcement of term are: a.the parties' justified expectations b.any forfeiture that would result if enforcement were denied;and c.any special public interest in the enforcement of the particular term.

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178 - When a Term is Unenforceable on Grounds of Public Policy - 2/3 - ab/d

Weighing pp against enfrocement: a.the strength of that policy as manifested by legislation or judicial decisions b.the likelihood that a refusal to enforce the term will further that policy

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178 - When a Term is Unenforceable on Grounds of Public Policy - 2/3 - cd/d

c.the seriousness of any misconduct involved & the extent by which it was deliberate; AND d. the directness of the connection between that misconduct and the term

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179 - Bases of Public Policies Against Enforcement of: Examples of the Need to Protect some aspect of the public welfare and judicial policies against

1) Restraint of Trade- 186-188, 2) Impairment of family relations (189-191) 3) interference with other protected interes (192-196, 356)

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180 - Effect of Excusable Ignorance

If a promisee is excusably ignorant of facts or of legislation of a minor character, of which the promisor is not excusably ignorant and in the absence of which the promise would be enforceable, the promisee has a claim for damages for its breach BUT:

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180 - Effect of Excusable Ignorance - When Cannot Recover

BUT: Cannot recover damages for anything that he has done after he learns of the facts or legislation.

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177 - When Undue Influence Makes a Contract Voidable - 1/3

(1) Undue influence is unfair persuasion of a prty who is under the domination of the person exercising the persuasion or who by virtue of the relation between them is justified in assming that person will not act in a manner inconsistent w/ his welfare

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177 - When Undue Influence Makes a Contract Voidable - 2/3

(2)If a party's manifestation of assent is induced by undue influence by the other party, the contract is voidable by the victim.

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177 - When Undue Influence Makes a Contract Voidable - 3/3

prty's manifestation of a. is induced by 1 who is not a prty 2 the transaction the K is voidble by victim unless other party to the transaction in good faith & w/o reason 2 know of the undue influence either gives value or relies materially on transaction

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211 - Standardized Agreements - 1/3 - Exception in 3

1.where prty of agreement signs or otherwise manifests a. to a writing & has reason to believe that like wriitngs are regularly used to embody terms of agreements of same type,he adopts the writing as integrated agreement w/respect2 the terms in writing.

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211 - Standardized Agreements - 2/3 - Exception in 3

(2) Such a writing is interpreted wherever reasonable as treating alike all those similarly situated, without regard to their knowledge or understanding of the standard terms of the writing.

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211 - Standardized Agreements - 3/3 - Exception in 3

(3) Where the other party has reason to believe that the party manifesting such assent would not do so if he know that the writings contained a particular term, the term is not part of the agreement.

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15- Mental Illness or Defect - Incapacity - 1/2, a/b

(1)A person incurs only voidable contractual duties by entering into a transaction if by reason of mental illness or defect: (a)he is unable to understand in a reasonable manner the nature and consequences of the transaction;or

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15- Mental Illness or Defect - Incapacity - 1/2, b/b

(b)he is unable to act in a reasonable manner in relation to the transaction and the other party has reason to know of his condition

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15- Mental Illness or Defect - Incapacity - 2/2 - When may a ct grant relief on equitable terms as justice requires.

Where K is made on fair terms and the other party is w/o knowledge of the mental illness or defect, the power of avoidance under 1 terminates to extent that K has been so performed in whole or pt or circumstances have so changed that avoidance is unjust.

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16 - Intoxicated Person - Incapacity - a/b

A person incurs only voidable contractual duties by entering into a transaction if the other party has reason to know that by reason of intoxication: (a) he is unable to understand in a R manner the nature and consequences of the transaction;or

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16 - Intoxicated Person - Incapacity - b/b

(b) he is unable to act in a reasonable manner in relation to the transaction

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131 - General Requisites of a Memorandum

Unless additional requirements are prescribed by the particular statute, a K within the Statute of Frauds is enforceable if it is evidence by any writing, signed by or on behalf of the party to be charged which:

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131 - General Requisites of a Memorandum - ab/c

which: (a)reasonably identifies the subjectmatter of the K; (b)is sufficient to indicate that a K with respect thereto has been made between the parties or offered by the signer to the other party;and

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131 - General Requisites of a Memorandum - c/c

(c)states with reasonable certainty the essential terms of the unperformed promises in the K

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371 - Measure of Restitution Interest - IF statement

If a sum of money is awarded to protect a party's restitution interest, it may as justice requires be measure by either:

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371 - Measure of Restitution Interest - a/b

(a)the reasonable value to the other party of what he recieved in terms of what it would have cost him to obtain it from a person in the claimant's position; or

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371 - Measure of Restitution Interest - a/b

(b) the extent to which the other party's property has been increased in value or his other interst advanced.

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54 - Acceptance by Performance; Necessity of Notification to Offeror - 1/2

(1)Where an offer invites an offeree to accept by rendering a performance, no notification i necessary to make such an acceptance effective unless the offer requests such a notification

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54 - Acceptance by Performance; Necessity of Notification to Offeror - 2/2 Without Exceptions

(2)If an offeree who accepts by rendering a performance has reason to know that the offeror has no adequate means of learning of the performance with R promptness and certainty, te contractual duty of the offeror is discharged unless

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54 - Acceptance by Performance; Necessity of Notification to Offeror - 2/2 - Exceptions to (2)

(a) the offeree exercises reasonable diligence to notify the offeror of acceptance;or (b)the offeror learns of the performance within a reasonable time;or (c) the offer indicates that notification of acceptance is not required.

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67 - Effect of Receipt of Acceptance Improperly Dispatched - part 2 time requirement

it is treated as operative upon dispatch if received within the time in which a properly dispatched acceptance would normally have arrived.

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68 - Acceptance by Silence or Exercise of Dominion - In what Scenario (1)/(2)

(1) Where an offeree fails to reply to an offer, his silence and inaction operate as an acceptance in the following cases only:

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68 - Acceptance by Silence or Exercise of Dominion - In what Scenario (1)/(2) - a/c

(a)Where an offeree takes teh benefit of offered services with reasonable opportunity to reject them and reason to know that they were offered with the expectation of compensation.

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68 - Acceptance by Silence or Exercise of Dominion - In what Scenario (1)/(2) - b/c

(b)Where the offeror has stated or given the offeree reason to understand that assent may be manifested by silence or inaction, and the offeree in remaining silent and inaction intends to accept the offer.

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68 - Acceptance by Silence or Exercise of Dominion - In what Scenario (1)/(2) - c/c

(c) Where because of previous dealings or otherwise it is reasonable that the offeree should notify the offeror if he does not intend to accept.

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68 - Acceptance by Silence or Exercise of Dominion - In what Scenario 2/2 - When no inconsistent Act

(2) An offeree who does any act inconsistent with the offeror's ownership of offered property is bound in accordance with the offered terms unless they are manifestly unreasonable.

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68 - Acceptance by Silence or Exercise of Dominion - In what Scenario 2/2 - When no inconsistent Act -Contingent Act

But if the act is wrongful as against the offeror it is an acceptance only if ratified by him.

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90 - A promise Reasonably Inducing Action or Forbearance - 1/2 Condition Before If

(1) A promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person and which does induce such action or forearance is binding if

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If Condition

if injustic can be avoided only by enforcement of the promise. The remedy granted for breach may be limited as justice requires.

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90 - A promise Reasonably Inducing Action or Forbearance - 2/2

(2) A charitable subscription or a marrriage settlement is binding under 1 without proof that the promise induced action or forbearance.

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2-201 – Formal Requirements; Statute of Frauds - 1/3 - Except as otherwise provided in this statute

(1) a K forsale of goods >=$500 isnt enforcable by action or defnse unless there is some writing suffcient 2 indicte that a K for sale has been made between & signd by the prty aginst whom enforcment is sought or by his authorzed agent.

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2-201 – Formal Requirements; Statute of Frauds - 1/3 - Except as otherwise provided in this statute - Why a writing is not Insufficient

A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this paragraph beyond the quantity of goods shown in such writing.

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2-201 – Formal Requirements; Statute of Frauds - 2/3 - How To Satisfy 1

(2)Between merchants if w/in a R time a writing in confirmation of the K &sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection 1 against such party

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2-201 – Formal Requirements; Statute of Frauds - 2/3 - Exception to How To Satisfy 1

unless written notice of objection to its contents is given with ten days after it is received.

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2-201 – Formal Requirements; Statute of Frauds - 3/3 - Paramater for valid in other respects.

(3) A contract which does not satisfy the requirements of subsection 1 but which is valid in other respects is enforceable if:

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2-201 – Formal Requirements; Statute of Frauds - 3/3, a/c - Parameters - IF STATEMENT

if: (a) if the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller’s business and the seller,

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2-201 – Formal Requirements; Statute of Frauds - 3/3, a/c - THEN STATEMENT

before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or

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2-201 – Formal Requirements; Statute of Frauds - 3/3, b/c

(b)if the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or

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2-201 – Formal Requirements; Statute of Frauds - 3/3, c/c

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2-302 - Unconscionable Contract or Clause - 1/2 - Scenario for Court to Act

(1) If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made the court may:

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2-302 - Unconscionable Contract or Clause - 1/2, abc/c - What a court may do

(a)refuse to enforce the contract, or (b)it may enforce the remainder of the contract w/o the unconscionable clause, (c)or it may so limit the application of any unconscionable clause as to avoid any unconcionable result.

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2-302 - Unconscionable Contract or Clause - 2/2

(2) When it is claimed or appears to the ct that the K or any clause thereof may b unconscionable the parties shall be afforded a R opportunity to present evidence as to circumstances

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2-302 - Unconscionable Contract or Clause - 2/2 - What circumstances means

its commercial setting purpose and effect to aid the court in making the determination.

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2-314 Implied Warranty: Merchantability; Usage of Trade - 1/3

(1) A warranty that the goods shall be merchantable is implied in a K for their sale if the seller is a merchant w/ respect to goods of that kind.

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2-314 Implied Warranty: Merchantability; Usage of Trade - 2/3, ab/f 2-314 Implied Warranty: Merchantability; Usage of Trade

(2) Goods to be merchantable must be at least such as: (a)pass w/o objection in the trade under the contract description; AND (b) in the case of fungibile goods, are of fair average quality within the description; and

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2-314 Implied Warranty: Merchantability; Usage of Trade - 2/3, cd/f

(c) are fit for the ordinary purposes for which such goods are used; and (d) run, within the variations permitted by the agreement, of even kind, quality and quantity within each unit and among all units involved; and

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2-314 Implied Warranty: Merchantability; Usage of Trade - 2/3, ef/f

(e) are adequately contained, packaged, and labeled as the agreement may require; (f) conform to the promises or affirmations of fact made on the container or label if any

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2-314 Implied Warranty: Merchantability; Usage of Trade - 3/3

(3) Unless excluded or modified by 2-316 other implied warranties may arise from course of dealing or usage of trade.

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2-314 Implied Warranty: Merchantability; Usage of Trade - For food and drink under this section.

Under this section the serving for value of food or drink to be consumed either on the premises or elsewhere is a sale.

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UETA – 7 - Legal Recognition of Electronic Records, Electronic Signatures, and Electronic Contracts - ab/d

(a) A record or signature may not be denied legal effect or enforceability solely because it is in electronic form. (b) A contract may not be denied legal effect or enforceability solely because an electronic record was used in it formation

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UETA – 7 - Legal Recognition of Electronic Records, Electronic Signatures, and Electronic Contracts - cd/d

(c) If a law requires a record to be in writing, an electronic record satisfies the law. (d) If a law requires a signature, an electronic signature satisfies the law.

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UETA – 8 – Provision of Information in Writing; Presentation of Records: If parties have agreed to conduct a transaction by electronic means and a law requires a person to provide, send, or deliver information in writing to another person, then - a/c

(a) then requirement is satisfied if the electronic record capable of retention by the recipient at the time of receipt.

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UETA – 8 – Provision of Information in Writing; Presentation of Records - Not Capable - a/d

An electronic record is not capable of retention by the recipient if the sender or its information processing system inhibits the ability of the recipient to print or store the electronic record.

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UETA – 8 – Provision of Information in Writing; Presentation of Records - b/d

(b) If a law other than this requires a record (i)to be posted or displayed in a certain manner, (ii)to be sent, communicated, or transmitted by a specified method, or(iii) to contain information that is formatted in a certain manner, 3 rules apply.

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UETA – 8 – Provision of Information in Writing; Presentation of Records - cd/d

(c) If a sender inhibits the ability of a recipient to store or print an electronic record, the electronic record is not enforceable against the recipient. d) The requirements of the section may not be varied by agreement, but:

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UETA – 8 – Provision of Information in Writing; Presentation of Records - d/d -1

(1) to the extent a law other than requires information to be provided, sent, or delivered in writing but permits that requirement be varied by agreement,

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UETA – 8 – Provision of Information in Writing; Presentation of Records - d/d 1 pt 2

, the requirement under subsection a that the information be in the for of an electronic record capable of retention may also be varied by agreement; and

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UETA – 8 – Provision of Information in Writing; Presentation of Records - d/d 2

(2) a requirement under a law other than this to send, communicate, or transmit a record by 1st class mail, postage prepaid, or regular US mail, may be varied by agreement to the extent permitted by the other law

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Fungible

Able to replace or be replaced by another identical item.

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E-Sign 101(a) – General Rule of Validity - In General

In General. Notwithstanding any statute, regulation, or other rule of law with respect to any transaction in or affecting interstate or foreign commerce:

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E-Sign 101(a) – General Rule of Validity - 1/2

(1) a signature, K, or other record relating to such transaction may not be denied legal effect, validity, or enforceability solely because it is in electronic form; and

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E-Sign 101(a) – General Rule of Validity - 2/2

(2) a K relating to such transaction may not e denied legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation

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UETA – 8 – Provision of Information in Writing; Presentation of Records - 3 Rules - Record specs 2/2

The record must be posted or displayed in the manner specified in the other law (2)Except ind2,the record must be sent, communicated, or transmitted by the method specified in the other law. (3) The record must contain the info formatted in manner SITOL.

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