UCC governs the sale of goods. This K involves the sale of ______. Because ______ is a movable good, the UCC applies to the K. In addition the UCC has special rules applicable to merchants. Here the parties are both merchants because the regularly buy and sell ______. Thus the special rules for merchants apply to this contract
A Valid Contract
(The issue) depends on whether there was a valid output or requirements contract created between X and Y. A valid K requires an offer, acceptance and consideration.
Offers made to the public and not specific parties are generally held to be unenforceable.
An offer requires 1) a manifestation of a present intent to contract demonstrated by promise, undertaking or commitment, 2) definite and certain terms and 3) communicated to an identified offeree.
Where the offeror reasonably expects that the offeree will rely to her detriment on the offer, the offer will be held irrevocable as an option contract for a reasonable period of time.
Offeree entitled to relief measure by the extent of detrimental reliance.
Merchants Firm Offer
An offer by a merchant to buy or sell goods in a signed writing that, by its terms, gives assurances that it will be held open is not irrevocable for lack of consideration for the time stated, or at least a reasonable time, not to exceed 3 mo.
An acceptance is a manifestation of assent to the terms of an offer in the manner prescribed or authorized by the offer.
Under the Mailbox rule, an acceptance is effective upon dispatch, while revocation is effective upon receipt.
Consideration requires a bargained-for exchange between the parties involving legal value.
Detrimental reliance is a substitute for consideration.
Defenses to Formation: Statute of Frauds
Under the statute of Frauds, certain agreements must be evidenced by a writing signed by the parties sought to be bound. The UCC requires that a contract for the sale of goods of $500 or more be in writing to be enforceable.
Breach of Contract
Because there is a valid K, X's refusal to perform under the terms of the agreement is a breach.
A breach may be deemed either material or minor. A breach of contract is material if the promisee does not receive the substantial benefit of the bargain as a result of the breach.
UCC Damage Remedies
Under the UCC the damage remedies for a breach of contract by a seller include "cover," where a buyer purchases substitute goods and recovers the difference between the price of the substitute goods and the contract price
Where a contract fails, the non-breaching party may recover in quasi-contract to proven unjust enrichment of one of the parties
UCC Battle of Forms