Answer Key

Contracts

Fall 1991

Question 1 -- 33 pts

• Offer/Acceptance -- Characterization of Martha's Promise
  • "I will stand good" -- interpretation problem 3 pts
  • Unilateral/bilateral 4 pts
    • seeking performance?
    • bias toward bilateral interpretation
    • guaranty as a unilateral
  • Acceptance 3 pts
    • need for acceptance in bilateral acceptance by silence (follow up letter)
    • need for acceptance in unilateral forebearance constituting acceptance
  • Revocation/Certainty 5 pts
    • unclear how long forebearance required
      • Bill had mentioned the Christmas selling season
    • Effect on revocation
      • in unilateral, common law would make the offer revocable until performance complete restatement would cause the unilateral to become an option K
• Consideration
  • return promise/performance 3 pts
    • forbearance from asserting claim against Bill may have been in bank's best interest anyway
    • actual motivation of bank not a factor
    • form of exchange controls
  • return promise/performance rendered to Bill 3 pts
    • Promise/performance can be rendered to any party so long as sought by the promissor
• Remedy
  • Expectancy measure 3 pts
    • Analysis of the promise
    • 30,000 (what Bank would get if promise fulfilled)
  • Reliance measure 4 pts
    • possibility of use if we have an option K
    • 15,000
• Other 5 pts

Question 2 -- 17 points

• Factual Analysis 1 pts
  • both parties attatching materially different menaings to their manifestations
• Uncertainty Analysis 2 pts
  • reasonably certain basis for granting recovery
  • Section 33 Rest. 2-204 of U.C.C.
• Section 20 analysis 8 pts
  • trade usage
  • Flower City analysis Bill new to the industry
  • did Sam have reason to know?
  • did Bill have reason to Know?
• Interpretation problem 2 pts
  • if Contract formed under Section 33 analysis
• Remedy 2 pts
  • expectancy
  • is it necessary for Bill to buy paint elsewhere
• Other 2 pts

Question 3 -- 33 points

• "Quote" by Sean's 5 pts
  • definite shipping time overcomes word Quote
  • mode of acceptance stated
• Mailbox Rule 5 pts
  • normally does not apply to rejections
  • would not apply here because offer did not invite acceptance by mail
  • Acceptance -- Battle of the Forms
• common law rule 2 pts
  • deviant acceptance = c.o.
  • acceptance by shipping
  • arbitration clause enforceable
• definite and seasonable expression 5 pts
  • conditional nature of the offer
  • inapplicability of the Rotolith analysis
• change in terms (additional terms) 7 pts
  • new quantity term
  • arbitration term
  • materiality
• if no acceptance, use terms on which the writings agree 4 pts
• Other 5 pts

Question 4 -- 17 pts

• Recognition of Requirements Contract 3 pts
• Consideration issue 8 pts
  • Illusory promise satisfied by oblig of good faith
  • also by nature of promise
• Certainty issue 3 pts
  • open price term as certainty problem
  • "requirements as a certainty problem
• other 3 pts