Contracts Outline PDF

**[Contracts Outline:]** **[Chapter 1: Introduction (Week 1)]** Contract - an agreement between two or more persons as to something that is to be done in the future by one or both of them. - RS2K: a contract is a promise or set of promises for the breach of which the law gives remedy, or th...

**[Contracts Outline:]** **[Chapter 1: Introduction (Week 1)]** Contract - an agreement between two or more persons as to something that is to be done in the future by one or both of them. - RS2K: a contract is a promise or set of promises for the breach of which the law gives remedy, or the performance of which the law in some way recognizes a duty - Promise: may be oral or written or can be inferred - Elements in a transaction - \(1) the agreement in fact between the parties - \(2) the agreement as written (which may or may not correspond accurately to the agreement-in-fact) - \(3) the set of rights and duties created by (1) and (2) - The sale of goods involves the UCC - The sale of anything else involves common law **[Chapter 2: Contractual Obligation (Week 1.5-6)]** 1. **Contract Formation** a. The process which traditionally has been employed to create a binding legal contractual obligation (Bargain-for-exchange) i. Manifestation (objective) of mutual assent: offer or proposal plus acceptance 1. Objective perspective: reasonable person analysis a. The intention of a party, rather than the conduct will determine legal obligation b. Absent fraud or mistake a person having the capacity to understand a document bound by his signature 2. Subjective perspective: meeting of the minds c. The actual intention of the parties ii. Consideration: promise by a promisor in exchange for their promise *Ray v. Eurice Bros:* - A unilateral mistake will not prevent the formation of a contract - One who signs a contract, whether he reads it or not, is thereby bound, absent fraud, duress, or mutual mistake. A contractor cannot avoid performance of contract because of alleged unilateral mistake on the part of the contractor 2. **Offer and Acceptance in Bilateral Contracts** b. A contract is formed through MUTUAL ASSENT: iii. **Offer** 3. Must be sufficiently definite 4. Advertisements are typically not offers; they are invitations to make offers d. However, where the advertisement is clear, definite, and explicit and leaves nothing open for negotiation, it constitutes an offer *Lonergan v. Scolnick:* - Most of the time, advertisements are requests to make an offer - Merely asking a person whether he is interested in purchasing a property does not constitute an offer to sell the property to that person. - 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 iv. **Acceptance** 5. Words or conduct can be an acceptance 6. Mirror-image rule: Terms of acceptance must offer the terms of the offer 7. If terms are different, the acceptance becomes a counteroffer *Normile v. Miller:* - "The counteroffer is interpreted as being in effect the statement by the offeree not only that he will enter into the transaction on the terms stated in his counteroffer, but also by implication that he will not assent to the terms of the original offer." - If the offeree responds to an offer by changing the terms of the offer or adding new ones, then the original offer is rejected, and a counteroffer is made. - An offeree cannot enforce a contract to sell property if he did not accept the offer to sell until after the offer had been validly revoked. 8. Mailbox rule -- an offer is made upon the receiving of a letter, and an acceptance is made when the letter is sent. 9. An acceptance must be unequivocal and unqualified for contract formation 10. Silence is not acceptance in most cases - An offeree's power of acceptance may be terminated by: - Rejection or counteroffer by the offeree - A conditional/qualified acceptance is treated as a counter-offer - Lapse of time - Revocation by the offeree - Death or incapacity of either party - Non-occurrence of any condition of acceptance v. **Consideration** 11. Quid-pro-quo 12. Exchange for promises - There must be a **"Meeting of the minds**" -- both parties agree to the actual intention/understanding not just the parties conduct (what is signed) 3. **Offer and Acceptance in Unilateral Contracts** *Cook v. Coldwell Banker:* - A unilateral contract exists when a party makes a promise, and the other party performs in reliance on the promise. - An offeror may not revoke an offer where the offeree has made substantial performance - A unilateral contract is enforceable when a promisee has engaged in substantial performance under the contract i. Offer requests a performance rather than a promise ii. Acceptance is through performance 1. Contract will be enforced if the offeree substantially performs 2. Offeror cannot pull out when the offeree is in the midst of performance iii. Consideration is the promise for the service/performance *Sateriale v. R.J. Reynolds Tobacco Co.* - If the very nature of a proposal restricts its maker's potential liability to a reasonable number of people, there is no reason why it cannot be an offer." - Advertisements have been held to constitute offers where they invite the performance of a specific act without further communication and leave nothing for negotiation. - A duty of good faith is implied in every contract 4. **Agreements to Agree** - When a party agrees to agree or form a contract, 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 - Look at the INTENTION of the parties - Reasonably certain: if the parties provide a basis for determining the existence of a breach and for giving an appropriate remedy. - Common Law: An agreement to agree is not a binding contact if an essential element is reserved for the future agreement of both parties. A contract to enter into a future agreement must specify all material and essential terms and leave nothing open to negotiations with regard to those terms. - [Ambiguity, indefiniteness, vagueness, and uncertainty] in terms will render a contract void - To be binding, an agreement must be sufficiently definite to enable a court to give it an exact meaning - If an essential element is reserved for the future of both parties, the promise gives rise to no legal obligation until such future agreement **Gap Filling:** - Some courts may determine "reasonable" replacements for missing terms to resolve ambiguity - UCC 2-305 will gap fill terms such as price, place of delivery, time of deliver, time of payment - Quantity cannot be gap-filled c. **Letters of Intent** vi. A letter of intent **IS NOT** binding if it is just a preliminary negotiation. vii. A letter of intent **IS** binding if all major and minor terms have been worked out, and all that is left is to put it into a formal contract - A letter of intent is an agreement to bargain in good faith *Quake v. American Airlines:* - A letter of intent to enter into a contract will be enforceable if the parties intended the letter to be contractually binding. - If the terms of an alleged contract are ambiguous or capable of more than one interpretation, evidence is admissible to ascertain the parties intent. 5. **Consideration in Contracts** d. Consideration means each side of the contract is receiving something for their promise/service viii. Consideration in bilateral contracts include the exchange of promises (P for P) ix. Consideration in unilateral contracts include the exchange of a promise for performance e. [Two tests for consideration] x. **Benefit/detriment Analysis** -- courts look for either a benefit to the promisor or a detriment to the promisee. 13. RULE: Where there is neither legal benefit to the promisor nor detriment to the promisee, there is no consideration xi. **"Bargained for exchange"** - The promise must induce the detriment and the detriment must induce the promise 14. Reciprocal inducement (Holmesian view): e. The consideration must provide the basis for the bargain between the contracting parties f. The promisor must induce the promisee to offer a return promise, a promise, or a forbearance g. In return, the promisee's promise, performance, or forbearance must induce the promisor to make the promise 15. A performance or return is bargained for if it is sought buy the promisor in exchange for his promise and is given by the promise in exchange for that promise f. Two concerns that underlie the consideration doctrine: xii. Ensuring that the promisor intended to become legally bound xiii. Distinguish promises that are socially valuable from those that are not - Forbearance -- giving up your legal right to do something *Hamer v. Sidway:* - A party\'s agreement to incur a detriment constitutes adequate consideration. - Any damage, suspension, or forbearance of a right will be sufficient to sustain a promise. *Pennsy Supply v. American Ash:* - Consideration consists of a benefit to the promisor or a detriment to the promisee. - The promise must induce the detriment and the detriment must induce the promise. **Donative Promises:** - Consideration is generally absent when: - Some reward situations - Gratuitous promise/conditional promise - Donative gifts/executory gifts - If no value is given, there is no consideration *Dougherty v. Salt:* - Nothing is consideration that is not regarded as such by both parties - A promissory note will not be binding if no value is given **Past Consideration** - General Rule: Past and Moral consideration does not constitute as sufficient consideration for the present - When there is a mix of past and equitable consideration, there may still be enough consideration to enforce a contract *Plowman v. Indian Refining:* - Past consideration is no consideration at all. - Something which has been delivered before the promise is executed, and, therefore, made without reference to it, cannot properly be legal consideration. **Consideration vs. Conditional Gift:** - Williston: - If the promisor merely intends to make a gift to the promise upon the performance of a condition, the promise is gratuitous, and the satisfaction of the condition is not consideration for a contract - Murray - If the promisor made the promise for the purpose of inducing the detriment, the detriment induced the promise. However, if the promisor making the promise had no interest in the detriment that the promise had to incur in order to take advantage of the gift or benefit, any detriment suffered was incidental or conditional to the receipt of the benefit. **Agent Theory: Liability of Principle to a 3^rd^ Person** - The liability of the principle to a third person upon a transaction conducted by an agent, or the transfer of his interests by an agent, may be based upon the fact that: - The agent was authorized - The agent was apparently authorized (third parties have a reason to believe they have power) - The agent had a power arising from the agency relation and not dependent upon authority or apparent authority - **Ratification** - If the agent acts without authority, the principle can be bound if the principal ratifies the transaction - Ratification requires an intent to affirm the contract (express) - The principal accepts the benefit flowing from the contract **Promissory Estoppel** - A promise which the promisor should reasonably expect to induce action or forbearance of a definite and substantial character on the part of the promise, and which does not include such action or forbearance is binding if injustice can be avoided only by enforcement of the promise. - In general, courts do not inquire into the adequacy of consideration if the consideration is legally sufficient - Freedom of contract policy -- parties are free to bargain *Harris v. Time:* - If the advertisement calls for performance of a specific act without further communication and leaves nothing for further negotiation, an offer may exist. - Any bargained-for act or forbearance will constitute adequate consideration for a unilateral contract. *Marshall Durbin v. Baker:* - A benefit to the promisor or detriment to the promisee is sufficient consideration for a contract. - This may consist either in some interest, right, profit or benefit accruing to the one party, or some forbearance, detriment, loss, or responsibility given, suffered or undertaken by the other. - Consideration for a promise can be: - \(a) an act other than a promise, or (b) a forbearance, or (c) the creation, modification, or destruction of a legal relation, or (d) a return promise bargained for and given in exchange for the promise. **Adequacy of Consideration:** - RULE: In general, courts do not. Inquire into the adequacy of consideration if the consideration is legally sufficient - Consideration is legally sufficient if it supports the promise made, regardless of comparative value - Furthers the freedom of contract policy allowing parties to freely bargain **Failure of Consideration: Illusory Promises** - RULE: A promise even if bargained for will not serve as consideration if it is "illusory". - A promise will be deemed illusory if the promisor reserved the right to terminate the agreement with the promise at any time without any period of notice - However, in some instances, there may be limited discretion: - Slight restriction of the ability to terminate - Implied duty of good faith - Detrimental reliance **"Last Shot Rule"** - Says the last document sent is what the terms are (only in CL) **[UCC]** **UCC Article 2** - UCC applies when the transaction includes the sale of goods - Sale does not have to be between two merchants - Contracts under UCC will fail if quantity is omitted - UCC does not displace all CL rules - CL rules will apply where the UCC is silent - Consideration - Offer/Acceptance - Firm offers are irrevocable - Contract formation is done easily through words or conduct, not requiring a matching offer and acceptance - SoF is easier to meet, Parol Evidence rule is also easier to meet - Merchant seller automatically makes an implied warranty of merchantability **UCC 2-204 Formation of a Contract:** 1. 2. 3. - **Goods** = all things which are moveable at the time of identification to the contract for sale other than money which the price is to be paid, investment securities, and things in action. - Also includes unborn young of animals and growing crops **Mutual Assent under UCC 2-206** - Unless otherwise unambiguous indicated by the language of circumstances - An offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances - An order or offer to buy gods shall be construed as an inviting acceptance - 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 *Jannusch v. Naffziger:* - A contract may be enforced even though some contract terms may be missing or left to be agreed upon, but if the essential terms are so uncertain that there is no basis for deciding whether the agreement has been kept or broken, there is no contract. - Party conduct can indicate the agreement between the two parties. Hybrid Contracts - mix of goods and services - UCC applies if the predominant purpose of the contract is a sale as opposed to services - Courts apply two tests: The Predominant Purpose Test and the Gravamen Test Majority Rule: The predominant purpose test (are the goods or services incidental to the contract?) - Predominant Purpose Tests considers what purpose, thrust, or factor predominates in the parties transaction The Coakley test: - The language of the contract - The nature of the business of the supplier - The intrinsic worth of the materials The Bonebrake Test: - Test for inclusion and exclusion is not whether they are mixed, but granting that they are mixed, whether their predominating factor is the rendition of service with goods incidentally involved or is a transaction of sale, with labor incidentally involved. Minority Rule: The Gravamen test (what is the basis of the legal action and does the complaint allege a defect in the product or a defect in the installation of the product) g. **Battle of The Forms** - UCC 2-207 2-207 seeks to get rid of the "Last Shot" rule from the common law of contracts: - 2-207 provides that a purported acceptance would be treated as an acceptance, even if it contained additional or different terms. - In the common law, this would be a counteroffer - Under the UCC, an acceptance does not have to mirror the offer's terms - Any acceptance that indicates an intention to enter into a contract is valid unless it is made conditional on the acceptance of additional or different terms A flowchart of a company Description automatically generated **Materially Altered:** - Clauses which "materially alter" the contract are those that "result in surprise or hardship if incorporated without express awareness by the other party." - In other words, they are terms which the other party would be surprised once he or she was aware that they were "slipped" into the contract. **UCC § 2--207, Comment 5:** - A clause providing for interest on overdue invoices" is not a clause which materially alters the deal, as it is one of a number of "examples of clauses which involve no element of unreasonable surprise, and which therefore are to be incorporated in the contract *Princess Cruises v. GE* *Paul Gottlieb & Co., Inc. v. Alps South Corp.* - Alps holds burden of proof to show why the clause should be excluded. - Common rule: Was the clause a surprise? - Alps must prove it was to win - Alps only claimed it did not read the contract that had the clause as it was the sixth contract sent in the series. This is not sufficient - All 6 contracts contained the clause, so there is no reasonable belief that Alps would be surprised by the last contract containing the clause. - Common rule: Hardship - Gottlieb never represented that it would reimburse Alps for fuential damages in the event of a breach, therefore Gottlieb could not foresee the greater extent of potential liability - Alps failed to carry the burden of proof here because they could not maintain that incorporating the limitation of liability clause would result in a severe economic hardship to them **[Chapter 3: Reliance on Gratuitous Promises, Unaccepted Offers, and the Principle of Restitution]** - **[Gratuitous Promise --]** a promise made without any consideration to enforce it (naked promise) - **[Lost Profits]** - Must be proven with a reasonable degree of certainty before the loss is recoverable - Cannot be speculative - **[Promissory estoppel]** - applies to protect parties who have reasonably relied on a promise, and has incurred detriment because of the reliance - In some cases, a substitute for consideration is sufficient to enforce a contract - Substitutes = detriment or reliance - **[Equitable estoppel]** -- founded on the principle of fraud - Arises when a party has induced another person to act through false statements or misrepresentation - To estop means to bar, preclude, or impede *Kirskley v. Kirksley:* - There is no bargained for exchange by the parties, and therefore legal obligations will not be enforced. - A gratuitous promise requires a bargained for exchange between parties *Harvey v. Dow:* - When a donee has made substantial improvements on land on reliance that they will get the land from a promise, courts will often enforce the promise **Promise Reasonably inducing action or forbearance** - 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 forbearance is binding if injustice can be avoided only by enforcement of the promise. The remedy granted for breach may be limited as justice requires. - A promise is a manifestation of intention to act or refrain from acting in a specified way, so made as to justify a promise in understanding that a commitment has been made. - The promise relied on by the promisee need not be express but may be implied from a party's conduct. - A charitable subscription or a marriage settlement is binding without proof that he promise induced action of forbearance - **Charitable Subscriptions:** - General rule: generally, consideration or reliance is required to make a charitable pledge enforceable - Charitable pledged can be enforced either on the basis of promissory estoppel or reliance *King v. Trustees of Boston University:* - To enforce a charitable subscription or a charitable pledge, a party must establish that there was a promise to give some property to a charitable institution and that the promise was supported by consideration or reliance. - **A court is not bound to invoke promissory estoppel** - **Pledge** can mean a charitable subscription or an agreement between a debtor and a creditor **Irrevocable Offers (cannot be cancelled or revoked)** - Option contracts - Consideration or reliance required - Contracts where the offeree has changed position based on justifiable reliance on the offer - Merchant's firm offer (UCC) - Merchant gives assurances in a signed writing that offer will remain open for a period of time (not exceeding 30 days) **Revocation** - Can be revoked even if offeror promised to keep the offer open - Revocation must be communicated to offeree before acceptance - Accomplished by express repudiation of the offer - Or performance of acts that demonstrate inconsistencies with the offer and these actions are made known to the offeree **Option Contracts** - Created when an offeror promises to hold an offer open for a specified period of time - Usually in return for consideration (payment) **Offerees' reliance on an unaccepted offer:** - Option must be supported by consideration in order to keep it open - Reasonable reliance by the offeree can enforce a promise in some cases - Reliance before acceptance is sufficient if it is detrimental **Statutory Limits on Revocation** - No consideration is required for "firm offers" under the UCC - Offer will be held open w/o consideration for the stated period of time, or if there was no stated time for a reasonable time. - Period of irrevocability will not exceed 3 months - The "firm offer" must be made by the one who is a merchant - If the person is not a merchant, they are still required to have consideration to be bound - Where an offer is for the sale of an interest in land or in other things, if the offeror, after making the offer, sells or contracts to sell the interest to another person, and the offeree acquires reliable information of that fact, before he has exercised his power of creating a contract by accepting the offer, the offer is revoked. **Option contract vs. Firm offer** - Option contract requires consideration and firm offer does not - Firm offer = an offer by a merchant to buy or sell gods in a signed record which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or a reasonable amount of time not to exceed 3 months - The merchant must be the one who makes the firm offer **The Principle of Restitution:** - Restitution governs all quasi-contracts - A person who is unjustly enriched at the expense of another is subject to liability in restitution - The doctrine of Unjust Enrichment is applied under the law of restitution - Quantum meruit -- the actual value of services performed - Implied in law contract -- A legal fiction. Created by law to remedy injustice based on unjust enrichment principles - Implied in fact contract -- parties agree upon obligations, but intention is not expressed in words but is inferred from their actions - **The Officious Intermeddler Doctrine** - a person who officiously confers a benefit upon another is not entitled to restitution thereof. - When a person performs services for another without the person's request or implied consent - Recovery is denied if a benefit is forced upon a person against their will - Exception: rendering emergency aid (*Pelo*) - A claim for unjust enrichment may be proper when (1) a benefit is conferred on a party, with (2) knowledge or appreciation of the benefit, and (3) the party unjustly accepts or retains the benefit, and (4) it would be inequitable for the defendant to retain the benefit without paying fair value for it. - Unmarried cohabitants may raise claims based on unjust enrichment following the termination of their relationship where one party attempts to retain an unreasonable amount of the property acquired through the efforts of both. **Contract Implied in Fact:** - Arises from the interactions of the parties or their agents - Generally, one party has performed services at the request of another without discussion of compensation - An inference will be made that there is a promise to pay a reasonable amount for the service performed **Contract Implied in Law:** - The law of restitution is applied when there is unjust enrichment involved - Where an owner has given consideration for a subcontractors work by paying out the contract price for the work, an unpaid subcontractor's claim that the owner has been unjustly enriched must fail. - In a subcontractor cause against an owner, they must: - Exhaust remedies against the general contractor - Owner must receive benefit conferred without paying consideration to anyone - Only where the enrichment of the owner is truly unjust will the owner be liable to the subcontractor - A quasi-contract is a contract implied in law **Promissory Restitution:** - A promise based on a benefit received in the past is not supported by consideration - Neither will a promise be enforced based on a moral duty General Rule: A moral obligation is sufficient consideration where there is an express promise to pay based on a pre-existing legal obligation - Exceptions to general rule: - Obligation is made inoperative by law - Barred by statute of limitations - Promise to pay debts incurred by children - Promise to pay debts discharged in bankruptcy 1. A promise made in recognition of a benefit previously received by the promisor from the promisee is binding to the extent necessary to prevent justice. 2. A promise is not binding if a. Promise conferred the benefit as a gift or for other reasons the promisor has not been unjustly enriched b. To the extent that its value is disproportionate to the benefit **The Material Benefit Rule:** - Moral obligation is sufficient consideration to support an executory promise where the promisor has received actual pecuniary/material benefit for which he expressly promised to pay **[Statute of Frauds:]** - Concerns the enforceability of a contract. - Does not apply to formation of a contract - Deals with a situation where there is a purely oral agreement - Certain agreements must be in writing - Promises to executors or administrators to pay estates debts out of their own funds - Promises to answer for the debt or default of another - Promises creating an interest in land - Promises made in consideration of marriage - UCC -- sale of goods priced at \$500 or more - Six main classes of contracts fall under the SoF -- (MYLEGS) - A promise in **consideration of marriage** (M) - Wedding gifts - The promise to bestow a gift - Mutual promises of wedding gifts may not fall withing the statute - A promise that **cannot be performed within a year** of the time it was made (Y) - Only whether it is possible, not likely or probable - A breach does not remove a contract from the statute - A conveyance of an **interest in real property** (L) - Sales, leases, and easements - Promise to pay, not just to sell - However: "A contract for the transfer of an interest in land may be specifically enforced notwithstanding failure to comply with the Statute of Frauds if it is established that the party seeking enforcement, in reasonable reliance on the contract... has so changed his position that injustice can be avoided only by specific enforcement." - A promise by the **executor of an estate to pay the estate's debts** from the executor's personal assets (E) - A sale of **goods for a price of 500\$ or more** (G) - A promise to pay for the debt of another person, this is called **suretyship** (S) - Employment contracts and construction may fall outside the SoF -- unless they cannot be performed withing on year Signature of Party to be charged: - A memorandum does not need to be signed by all parties to the contract - Only the party can be charged - If a K is signed by the seller but not the buyer, and the buyer is suing the seller, the writing is enough under the statute Statute of Frauds: - Courts will enforce contracts that fall within the SoF. Despite the absence of a signed writing - In some cases, a party may begin to perform even before a writing is executed - Doctrine of Partial Performance: - In land contracts -- need to show not just payment of money, but also taking possession or making improvements - Courts may order specific performance because land is considered unique **Subject Matter or Transaction Test:** - A signed and an unsigned writing will be read together provided they clearly refer o the same subject matter or transaction **SoF Exceptions:** - The part performance exception applied when the agreement concerns a conveyance of interest in land or a sale of goods under the UCC - For contracts that do not involve land or the sale of goods, **the promissory estoppel exception**, not the part performance doctrine, would apply - **"Part performance" doctrine** -- the contract is taken out of the statute if the performance would lead an outsider to naturally and reasonably conclude that the alleged contract actually exists - Only applies to goods and land - Courts may order specific performance since land is unique - Once both parties have fully performed, SoF ceases to apply **The "unequivocally referable" Test:** - Conduct must be consistent with the terms of the oral agreement **Significant circumstances to trigger promissory estoppel:** - Availability and adequacy of other remedies - Definite and substantial character of action or forbearance in relation to the remedy - Extent to which the action or forbearance corroborates evidence for the making of a promise and its terms - Reasonableness of the action or forbearance - Extent to which the action or forbearance was foreseeable by the promisor **Sale of Goods:** - A contract for the sale of goods for the price of 500\$ or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate a contract has been made and signed by the parties - Exceptions to the writing requirement: - Merchants 10-day memo rule - Between merchants if within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents - Specially manufactured goods - Admission by defendant that a contract was formed - Payment made or goods received and accepted - Part performance is determined by whether the goods were received and accepted or payments for goods have been made and accepted - By not rejecting goods or returning the payment the party demonstrates that it felt entitled to keep the goods or payment - Applies only to goods and payment actually received - IF K calls for several shipments, SoF may preclude enforcement of the contract regarding shipments still to come **Signature:** - No formal signature required - Any symbol executed with intention will be binding - An emoji may be enough to be a signature and satisfy the SoF **Requirements for a Writing:** - The writing must identify the goods - UCC will recognize a writing that incorrectly states quantity, but courts will not enforce beyond that stated quantity - UCC will fill in price, delivery, and warranties - Writing must be signed by at least the defendant **Start back at video Contract Interpretation Part 1**