1)Except as stated in subsection 2, the formation of a contract requires a bargain in which there is a manifestation of mutual assent to the exchange and a consideration.

2) Whether or not there is a bargain a contract may be formed under special rules applicable to formal contracts or under the rules stated §§82-94

1) Acceptance of an offer is a manifestation of assent to the terms thereof made by the offeree in a manner invited or required by the offer

2) acceptance by performance requires that at least part of what the offer requests be performed or tendered and includes acceptance by a performance which operates as a return promise.

3) Acceptance by a promise requires that the offeree complete every act essential to the making of a promise

§56 Acceptance by Promise

1) Where an offer invites an offeree to accept by rendering a performance, no notification is necessary to make such an acceptance effective unless the offer requests such a notification.

2)If an offeree who accepts by rendering a performance has a reason to know that the offeror has no adequate means of learning of the perfromance with reasonable promptness and certainty, the contractual duty of the offeror is discharged unless a) the offeree exercises reasonable diligence to notify the offeror of acceptance, or b) the offeror learns of the performance within a reasonable time, or c) the offer indicates that a notification of acceptance is not required

1) Unless otherwise unambiguosly indicated by the language or circumstances a) an offer to make a contract shall be contrued as inviting acceptance in any manner and by any medium reasonable in the circumstances; b) and prder or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or non-conforming goods, but such a shipment of non-conforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered as an accomodation to the buyer

2) Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance

1) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such contract

2) An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined

3) Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certian basis for giving an appropriate remedy.

1)Where an offeree fails to reply to an offer, his slince and inaction operate as an acceptance in the folling cases only

a) Where an 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

b) where the offeror has stated or given 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.

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

2) An offeree who does not act inconsistent with the offeror's ownership of offered property is bound in accordance with the offered terms unless they are manifestly inreasonable. But if the act is wrongful as against the offeror it is an acceptance only if ratified by him

1) An offeree's power of acceptance may be terminated by a) rejection or counter-offer by the offeree, or b) lapse of time, or c) revocation by the offeror, of d) death or incapacity of the offeror or offeree.

2) In addition, an offeree's power of acceptance is terminated by the non-occurrence of any condtition of acceptance under the terms of the offer.

1) An offeree's power of acceptance is terminated by his rejection of the offer, unless the offeror has manifested a contrary intention.

2) A manifestation of intention not to accept an offer is a rejection unless the offeree manifests an intention to take it under further advisement

1) A counter-offer is an offer made by an offeree to his offeror relating to the same matter as the original offer and proposing a substituted bargain differing from that proposed by the original offer.

2) An offeree's power of acceptance is terminated by his making of a counter-offer, unless the offeror has manifsted a contrary intention or unless the counter-offer manifsts a contrary intention of the oferee.

1) An offeree's power of acceptance is terminated at the time specidifed in the offer, or, if no time is specified, at the end of a reasonable time

2) What is a reasonable time is a question of fact, depending on all the circumstances existing when the offer and attempted acceptance are made.

3)Unless otherwise indicated by the language or the circumstances, and subject to the rule stated in §49, an offer sent by mail is seasonably accepted if an acceptance is mailed at any time before midnight on the day on which the offer is received.

1) A definite and seasonable expression of acceptance or written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made condition on assent to the addtional or different terms.

2) The additional terms are to be construed as proposals for addition to the contract. b/w merchants such terms become part of the contract unless: a) the offer expressly limits acceptance to the terms of the offer; b) they materially alter it; c) notification of objection to them has already been given or is given within a reasonable time after notive of them is received.

3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such a case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this Act.

1) A promise is a manifestation of intention to act or refrain from acting in a specified way, so as to justify a promisee in understanding that a commitment has been made

2) The person manifesting the intention

3) The person to whom the manifestation is addressed

1) Even though a manifestiation of intention is intended to be understood as an offer, it cannot be accepted so as to form a contract unless the terms of the contract are reasonably certain.

2) The terms of a contract are reasonably certain if they provide a basis for determining the existence of a breach and for giving an appropriate remedy

1) The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if: a) nothing is said as to proce; or b) the price is left to be agrees by the parties and they fail to agree or; c) the price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded.

2) A pricee to be fixed by the seller or by the buyer means a orice for him to fix in good faith.

3)When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party the other may at his option treat the contract as cancelled or himself fix a reasonable price

1) To constitute consideration, a performance or a return promise must be bargained for.

2) A performance or return prmoise is bargained for if it is sought by the promisor in exchange for his promise and is given by the promisee in exchange for that promise

3) The performance may consist of: a) and oact other than a promise, b) a forebearance, c) the creation, modification, or destruction of a legal realation

4) The performance or return promise may be given to the promisor or to some other person. It may be given by the promisee or by some other person

1) A conditional promise is not consideration if the promisor knows at the time of making the promise that the condition cannot occur

2) A promise conditional on a performance by the promisor is a promise of alternative perfomances within §77 unless occurrence of the condition is also promised.

2-306 Output, Requirements, and exclusive dealings

1) A term which masures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith, except that no quantity unreasonbaly disproportionate to any stated estimate or in the absence of a stated estimate to any notmal or otherwise comparable prior output or requirements may be tendered or demanded

2) A lawful agreement by either the seller or the buyer for exclusive dealing in the kind of goods concerned imposes unless otherwise agreen an obligation by the seller to use best efforts to supply the goods and by the buyer to use best efforts to promote their sale

§131 General requisites of a memorandum

1) A persom only incurs voidable contractual duties by entering into a transaction if by reason of mental illness of defect a) he is unable to understnad in a reasonable manner the nature and consequences of the transaction or b) he is unable to act in a reasonable manner in relation to the transaction and the other party has reason to know of his condition.

2) Where the contract is made on fair terms and the other party is without knowledge of the mental illness or defect, the power of avoidance under subsection 1 terminates to the extent that the contract has been so performed in whole or in part or in the circumstances have so changed that avoidance would be unjust. In such a case a court may grant relief as justice requires