Is there a contract? *Does offer give this party the power to accept? *Does acceptance conform to offer's means of acceptance? *Is intent to accept act open? (rest 50) *Did offeree know of offer? Is there a valid offer? Rest 24-33, UCC 2-204 Is offer terminated? Rest 36-48 Probably no contract. See if party can sue in quasi-contract. If so, look at damages. Is there a valid acceptance? Rejection or counteroffer by offeree -lapse of time -revocation -death or incapacity -non occurrence of condition Rest 50-69 Is this a contract binding w/out consideration? rest 82-90 "promise to pay past debt (rest 82) "moral obligation/pymt for services already received (rest 86) "reliance/promissory estoppel (UCC2-205) "modification (rest 89)(UCC2-209) "Promissory Estoppel (Rest 90) Is there consideration? Bargain element (rest 71) Detriment element (rest 75) -pre-existing duty (rest 73) -modifications (rest 89) -sham consideration (rest 77) Requirements/output K (UCC 2-306) mirror image rule last shot There is a contract What are the terms of the contract? Do the terms vary from offer to acceptance? Is contract for sale of goods? UCC 2-105 2-107 UCC 2-207 Battle of Forms Is a party trying to introduce evidence to supplement or contradict a written contract? Evidence of prior agreement -may never be used to contradict an integrated writing Apply Parol Evidence Rule UCC 2-202 / 2-213.7 -may not supplement an integration intended to be complete -rule doesn't bar showing of fraud, or other voidability over a writing, or lack of consideration -can interpret words -aid in interpretation Is there an issue of interpretation? Apply maxims of interpretation rest 201-204 UCC 2-208, 1-205 purpose given weight: reasonable, effective meaning ambiguous terms against draftsman negotiated terms control standard