8.1

Chapter 8

Introduction to Contracts and Their

FormationContract

© 2003 by West Legal Studies in Business/A Division of Thomson Learning

8.2

Sources of Commercial Law

Common law Restatement of Contracts Uniform Commercial Code Civil law Suppletory law CISG UETA

8.3

Types of Commercial Contracts

Express and implied-in-

fact

Executory and executed

Unilateral and bilateral

Valid, void, voidable

Unenforceable

8.4

E-Commerce Contracting Models

Information exchange model Mutual assent model Consideration model Performance model

Contract

8.5

Types of Online Contracts

Business-to-business (B2B) Business-to-consumer (B2C) Consumer-to-consumer (C2C)

8.6Classification of Subject Matter

Goods

Tangible personal property Records

Documents to effect communication for contracting purposes

Electronic records Specific records created, generated,

sent, communicated, received, or stored by electronic means

8.7

Concluding the Agreement

1. Mutual assent• Parties must agree on terms

2. Form contracting• Has effectively eliminated transaction

costs of negotiation

3. Boilerplate• Standardized terms that consumers

have little power to change

8.8

Offers

• Proposal to contract• Confers power of acceptance• Made via oral, written or gestures• Advertisements, catalogs and price

lists are invitations to negotiate, not offers

8.9

Termination of Offers

Lapse of time Passage of either reasonable or

specified time Revocations

Irrevocable offers, option contracts, firm offers

Rejection Acceptance

8.10

Contract Formation under the UCC

Auctions Online auctions E-B2B exchanges Shrink-wrap agreements Click-wrap agreements

8.11

Electronic Data Interchange

EDI Trading partner agreement Model EDI Trading Partner

Agreement

8.12

Terms of the Agreement

Mirror-image rule Battle of the forms Material terms Highly material terms Open terms Gap-filling terms

8.13

Consideration Tests for the presence of consideration

Legal detriments or legal benefits Forbearance

Mutuality of obligation Detriment to the promisee Legal benefit of the promisor

Unenforceable promises Illusory Preexisting legal duty Accord and satisfaction

8.14

Promises Enforceable Without Consideration

Promissory estoppel Consideration not required Can be enforced to provide justice

Charitable contributions Charities take actions based on

pledged contributions Failure to make contributions harms

the charity

8.15

Questions & Discussion