Contracts Basics

I have commented to my students many times that one reason they  have trouble with Biz Orgs is that they lack a basic foundation in contract law.   Why is this, I wonder?  Students think of contracts as offer, acceptance, consideration, counter-offers, the mail box rule, the mirror-image rule and so on.  It’s really far  more simple than that.  I gave an exam in my UCC class once where a guy bought a computer at Frys.  When paying for the computer, he gave the check-out person a purchase order.  The purchase order had a bunch of terms, which, of course, were completely to the benefit of the buyer.  But the clerk took the form, took his money, and the guy walked out the door with the computer.  Most of the students struggled trying to identify the “offer,” the “acceptance,” etc.   The issue was whether the terms of the buyer’s purchase order were part of the contract.  There is clearly a contract.  There was never any conceivable issue about whether a contract existed.     Continue reading