Common law: A court will enforce a choice-of-law provision unless

(1) the chosen state does not have a substantial relationship to the parties and there is no other reasonable basis for selecting the state; or

(2) the law of the chosen state is contrary to the public policy of a state that has a materially greater interest in the outcome of the dispute.

-Restatement (Second) of Conflicts of Law § 187.

U.C.C.: Same as the common-law test, though  exception (1) does not apply if neither party is a consumer. U.C.C. § 1-301.    

*Majority rule - use unless questions says Minority Rule 

U.C.C. -  applies to contracts whose predominant purpose is for the sale of goods (even if none of the parties is a merchant and irrespective of the sales price).

Common law applies to contracts whose predominant purpose is not for the sale of goods.

If the U.C.C. does not have a rule applicable to a particular issue involved in a contract for the sale of goods, the common-law rule applies.

If the U.C.C. applies to a hybrid contract, it applies to the entire transaction, including the portion of the contract that does not involve the sale of goods.

If the common law applies to a hybrid contract, it applies to the entire transaction, including the portion of the contract that involves the sale of goods. U.C.C. § 2-102.    

* Minorty Rule

In a hybrid contract, the U.C.C. applies to the goods portion of the transaction if that portion forms the gravamen of the action for relief, and the common law applies to the non-goods portion if that portion forms the gravamen of the action for relief.

If the U.C.C. doesnot hae a rule applicable to a particular issue involved in a contract for the sale of goods, the common-law rule applies

A statement of intetntion, opinion, or prediction is not a promise unless there are additional circumstances that would gie the communicator reason to know the recipient would contrue teh statement as a commitment.

Restatement (2nd) of Contracts

A promise , in an of itself, is not legally binding.

The 2 principle ways promises are made legally binding:

1) when the promise is within a contract (a Bargain) 

2) The Doctrine of Promissory Estoppel (Detrimental Reliance)

Element of Breach of Claim:

1. Formation of a contract
2. A repudiation or a breach
3. P was ready, willing, and able to perform any of its remaining, unperformed contract duties

Elements of Promissory Estoppel:

1. A promise
2. Promisor should reasonably have expected the promisee to detrimentally rely on the promise
3. The promisee in fact detrimentally relied on the promise
4. A repudiation or breach of the promise
5. Injustice can be avoided only by enforcing the promise

Element of a quasi-contract:

1. D has been enriched
2. By the P
3. It would be unjust for the D to not pay the P for the benefit received

It is unjust to not pay for a service that has been provided when:

1. The actions of the persons providing the benefit were not officious 
2. a reasonable person in the position of the recipient would believe the benefit was provided with an expection of compensation

Majority Rule: A written promise under seal is not, in an of itself, legal binding

Minority Rule: A written under seal that is delievered to the promisee is legal binding

Formaiton of contract requires:

1. A manifestation of mutual assent by 2 or more persons each with legal capacity
2. Consideration
3. Reasonably-certain Terms

A person does not have legal capacity to form a contract if his property is under guardianship by reason of an adjudication of mental illness, even if the other party is unaware of the guardianship and even if the mentally-ill person entered into the contract during a lucid interval. 

A manifestation of mutual assent ordinarily takes the form of 

1. An offer
2. An acceptance

Elements of an offer:

(1) the offeror’s manifestation of willingness to enter into an agreement;

(2) the manifestation is communicated or delivered to the offeree; and

(3) the offeree would be justified in understanding her assent is invited and will conclude the agreement without a further manifestation from the offeror.    

An advertisement is not ordinarily considered an offer, and is instead ordinarily considered a solicitation for an offer. 

Unless the seller manifests an intention that the auction is without reserve, the auction is with reserve and the buyer is the offeror and the seller is the offeree. 

A communication is not an offer or acceptance, but simply preliminary negotiations, if a reasonable person in the position of the recipient of the communication would believe the person making the communication does not intend to conclude a contract until he or she has made a further manifestation of assent. 

When negotiations show that the parties discussed or contemplated that they would express their agreement in a written document, but they fail to do so, there is no contract if either party manifested an intention that the agreement would not be binding unless and until reduced to a written document, but there is a contract if the parties manifested an intent that the written document would simply memorialize the deal. 

Although neither party need manifest an intention that the agreement is legally binding for it to be a contract, there is no contract if a reasonable person would understand, at the time the agreement was formed, that either party did not intend a legal obligation to arise. 

Acceptance of an offer requires:

(1) a manifestation of assent

(2) by an offeree;

(3) to the terms of the offer

(4) made in a manner invited or required by the offer

(5) while the offeree still has the privilege to form an agreement. 

A party who manifests assent to a written offer is ordinarily considered to have manifested assent to it (and all of its terms) even though the party did not read the document or all of its terms, unless

(1) the party was prevented from reading the written contract as a result of special circumstances;

(2) the party was induced by statements from the other party to refrain from reading it;

(3) the party relied on a confidential relationship (a relationship of trust) between the parties in not reading it;

(4) the other party misrepresented the contract’s terms; or

(5) the party neither knew nor had reason to know that the document was a proposed contract.    

When an offeree fails to reply to an offer, the offeree’s silence and inaction is not construed as a manifestation of assent to an offer unless:

(1) the offeree takes the benefit of offered services with reasonable opportunity to reject them and reason to know that they were offered with the expectation of compensation;

(2) the offeror stated or gave the offeree reason to understand that assent may be manifested by silence or inaction and the offeree in remaining silent and inactive intends to accept the offer [i.e., subjectively assented];

(3) because of previous dealings or otherwise, it is reasonable that the offeree should notify the offeror if he does not intend to accept; or

(4) the offeree does any act inconsistent with the offeror’s ownership of offered property and the terms of the offer are not manifestly unreasonable. 

Mailing of Unordered Merchandis

(Exception to Silence-as-acceptance rule)

The recipient of merchandise mailed to him or her without prior express request or consent has the privilege to retain, use, discard, or dispose of it in any manner he or she sees fit without any obligation whatsoever to the sender, whether in contract or quasi-contract. 

The privilege to form an agreement is personal to the offeree and whether a person is an offeree is based on the offeror’s manifested intention. Restatement (Second) of Contracts § 52 cmt. a.

The only exceptions to the rule that a person must be an offeree is if an option contract exists:

(1) The offeree’s estate has the privilege to accept an offer if the offeree dies during the time in which the offer is irrevocable;

(2) if the option contract was created by the formation of a bargain, the offeree has the power to assign (i.e., transfer) her privilege to accept the offer to a third party unless the offer states otherwise or the offeror is relying on the offeree’s credit or personal performance. 

Mirror-Image Rule

(Common Law Only)

A purported acceptance that varies the terms of the offer in any way and that is expressly or impliedly conditional on the offeror’s assent to the additional or different term(s) is not an acceptance, but a counteroffer. 

But an offeree’s suggestion of or request for an additional or different term made along with an acceptance, without expressly or impliedly conditioning acceptance on its inclusion, or an offeree’s acceptance that merely makes explicit any terms that were implicit in the offer, will not render ineffective an otherwise effective manifestation of assent. 

Mirror-Image Rule

(Common Law Only)

A purported acceptance that varies the terms of the offer in any way and that is expressly or impliedly conditional on the offeror’s assent to the additional or different term(s) is not an acceptance, but a counteroffer. 

But an offeree’s suggestion of or request for an additional or different term made along with an acceptance, without expressly or impliedly conditioning acceptance on its inclusion, or an offeree’s acceptance that merely makes explicit any terms that were implicit in the offer, will not render ineffective an otherwise effective manifestation of assent.