For a contract to be legally binding, there must be an offer made by one party, acceptance of that offer by another party, and consideration, which refers to something of value exchanged between the parties. These elements are essential for a contract to be enforceable.
The "battle of the forms" rule under the UCC addresses conflicts between differing standard terms in contract documents exchanged between parties. It provides guidance on which terms prevail when there are discrepancies between the forms used by each party.
Promissory estoppel is a legal principle that enforces a promise made without consideration if the promisee reasonably relied on the promise and suffered a detriment as a result. It prevents the promisor from arguing that a contract is unenforceable due to lack of consideration when reliance has occurred.
Substantial performance occurs when a party has performed enough of their contractual obligations to fulfill the main purpose of the contract, even if there are minor deviations from the agreed terms. It typically allows the performing party to recover the contract price minus any damages for incomplete performance.
Remedies for a breach of contract under common law typically include compensatory damages to cover the loss directly resulting from the breach, consequential damages for losses indirectly caused by the breach, and in some cases, punitive damages to punish particularly egregious conduct. Specific performance and injunctive relief are also available in some situations but are not the primary remedies.
