So far, we have examined the fundamental elements in contract formation: we have seen that contracts require both agreement and consideration. Further, they must have meet criteria related to legality, and the parties must have legal capacity at the time of entering into the agreement. (We have seen that contracts entered into by persons lacking legal capacity may be void or voidable, depending on the nature of the incapacity.) We have also looked at issues that negate valid consent, such as fraud, misrepresentation (negligent or innocent), mistake (mutual or unilateral), duress, and undue influence. Lastly, we have examined which types of contracts must be in writing to be enforceable, and we have studied the limitations of parties' abilities to offer parol evidence that would vary the terms of written contracts.

This week's chapters will provide us with a glimpse at Article 2 of the Uniform Commercial Code. Chapter 16 will review when UCC Article 2 applies and how contracts between merchants are impacted by the UCC. In my opinion, it is important to recognize that similar problems may present opportunities to apply different areas of the law, and so our second topic will give you a glimpse of the law of property, which will be presented via some materials I have created.

There are two discussion board topics this week. If your last name begins with the letters A-J, your initial post will be on Question 1, and if your last name begins with the letters K-Z your initial post will be on Question 2. You will not be able to see anyone else's post until you have made your initial post. Your second post will be on the question you did not address in your initial post. Your third post will reflect your review of all posts on your initial question and will address whether that review has caused you to reconsider your position - and, if so, how your position has changed. Remember that initial posts are due by Wednesday evening, response posts are due by Friday evening, and R/R posts are due no later than 9:59 pm on Saturday!

As a general rule on the discussion board, we are looking for analysis. A student's personal opinion is just that - a personal opinion - and as such is entitled to little weight. You are free to express your opinion, but to obtain a good grade you need to tie your discussion to our course concepts analytically.

Question #1: Over the course of our study of contracts so far, we have seen a set of fairly hard and fast rules that apply to contracts between ordinary people. These rules include the following:

• Offers must be reasonably definite and certain as to the identity of the parties, the consideration to be exchanged by each party, and the time, place and manner of the required performance.
• Irrevocable offers - that is, promises to keep offers open for a designated period of time -- must be supported by consideration;
• Acceptances must follow the "mirror image" rule.

But we have also seen that many contract terms may be implied, which almost seems to contradict the foregoing rules.

Our chapter on Article 2 of the UCC helps explain how the rules that apply to contracts between ordinary people -- the ones we are most familiar with from personal experience -- may be different from those that apply to "merchants" engaged in the buying and selling of goods. In short, the UCC tends to assume that merchants want to do business and are prepared to accept a lot more unstated terms, whereas those of us who are not merchants might not be comfortable with that level of non-specificity in our contractual terms. There are also relaxed rules for what is necessary for an irrevocable offer and for how variations in acceptances are treated between merchants.

Describe a few ways in which the relaxed rules regarding unspecified terms of the offer and regarding additional terms in the acceptance would seem to make it easy for unscrupulous merchants to game the system. What are some tools available to the courts to keep merchants engaging in the relatively free-wheeling world of the UCC on the "straight and narrow". How do the courts police those trying to game the system, and what tools help the courts to flesh out the actual but unspecified terms of a contract between merchants?

Question #2: In December of 2012, Fred Johnson drove to a shopping mall, parked in the parking lot, and went in to make purchases. When he came out he noticed an unattended shopping cart containing a purse and a DVD player in a shopping bag. Fred put the purse and bag in his car and drove off. Unbeknownst to him, the shopping cart and its contents were components of a police sting targeting parking lot thieves, and Fred was stopped by the police within a few blocks of the mall. When the police accused him of stealing the contents of the shopping cart, he denied doing so. He said that when he got home he intended to look through the purse to see if he could find the ID of the owner so that he could contact her about finding her belongings, and that it was never his intent to keep the items. He said that when he was a child this was how his mother had handled a similar incident, resulting in the return of the property to its rightful owner. Therefore, he said, rather than intending to steal the property he actually intended to preserve it for the true owner and to protect it against thieves. The police didn't believe Fred, and charged him with misdemeanor theft of lost or mislaid property.

Using the concepts from ourmaterials on personal property, do you think that Fred can be found guilty of this charge?