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Contract Formation and Modification

Learn about Article 2’s rules on offer, acceptance, and consideration, as well as the rules on modifying contracts and how to distinguish modification from the related concepts of recission and waiver.

Transcript

Before we can worry about issues like contract interpretation and enforcement, we must ask a pivotal question. Was an enforceable contract formed?

I. Formation 

There are three essential ingredients to contract formation: offer, acceptance, and consideration. These concepts are covered in greater detail in our contracts course, but we’ll quickly review them here and highlight some of the rules peculiar to Article 2.

A. Offer

An offer is an offeror’s manifestation of willingness to enter a...

Lessons

1. Welcome to Sales
2. Introduction to UCC Article 2
  • Scope of Article 2: Transactions in Goods
  • Distinguishing Goods and Services Contracts
  • Key Terms in Article 2
3. Contract Formation and Modification
  • Contract Formation and Modification
  • Battle of the Forms
  • The Statute of Frauds
  • The Parol Evidence Rule
4. Contract Interpretation
5. Performance
  • The Perfect-Tender Rule and the Right to Cure
  • Inspection and Acceptance
  • Rejection and Revocation
6. Breach, Repudiation, and Excuse
  • Anticipatory Repudiation
  • Adequate Assurance
  • Impracticability of Performance
7. UCC Article 2 Warranties
  • Express Warranties
  • Implied Warranty of Merchantability
  • Implied Warranty of Fitness
  • Excluding and Modifying Warranties
8. Remedies
  • Seller's Remedies
  • Seller's Alternative Remedies
  • Buyer's Remedies for Nondelivery
  • Buyer's Remedies for Accepted Goods
  • Buyer's Incidental and Consequential Damages