1. Is there an agreement/ K?
- offer, invitation to an offer, acceptance, etc.
- what is the parties intentions, purpose for contracting?
2. What is the gravimen/ purpose of the K?
- sale of moveable goods= Art. 2 UCC
- services= common law and restatements
3. Is there a problem, breach or repudiation? What happened?
- is someone attempting to avoid the K (mistake, duress, undue influence. etc)
- Is the K void or against public policy?
- Is there a condition precedent, what are the constructive conditions etc.
- Parol Evidence
4. If K not enforceable will the court reform it or enforce it in equity?
- expectation, restitution, reliance damages
- Quantum Meruit
- Punitive damages (not likely)
- See Buyer's/ Seller's remedies UCC 2-700's
- Third Party Beneficiary
6. Public Policy explanations if time.
This is real basic, K is about who is supposed to do what for whom when, and what if they dont?