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In February 1997, a trucking company, and Maker, a manufacturer, negotiated an agreement under
which Carrier promised to provide for two years all the transportation services required by Maker in
exchange for monthly payments based on the number of packages transported. In response to
Carrier's concerns over proposed legislation that would restrict its ability to use more efficient "triple-
trailer" trucks, the parties agreed that Carrier could terminate the contract if such legislation were
enacted. No such law was ever passed.

Carrier drafted a document embodying the agreed terms and, on March 1, 1997, sent two signed
copies to Maker with a request that Maker sign and return one copy. Although Maker did not sign the
document, the parties immediately began doing business according to its terms. During the next six
months, Maker paid all of Carrier's monthly invoices on time. During the same period, Carrier declined
two potentially lucrative offers from other manufacturers because performance of the agreement with
Maker required most of Carrier's capacity.

In September 1997, Maker began to have concerns about the cost of Carrier's service. Maker sent a
letter to Transport, one of Carrier's competitors, describing Maker's needs, Maker's agreement with
Carrier, and the amount charged by Carrier. Transport offered to provide comparable transportation
services at a lower cost. On September 20, Maker sent a fax to Carrier stating that Maker would no
longer use Carrier's services as of November 1. Carrier responded with a fax to Maker which stated
that Maker had no right to terminate the contract. On September 21, Maker suspended all business
with Carrier and began doing business with Transport. Maker also refused to pay an invoice submitted
by Carrier for transportation services rendered in September.

Was a valid contract formed between Carrier and Maker? Discuss.

Do not discuss defenses, conditions or breach

Was there a valid contract formed between Carrier and Make? Discuss.

APPLICABLE LAW
Common law covers subject matter that is services or real property.
Here, we have a trucking company and a manufacturer engaging in a contract for transportation
services. Thus, Common Law applies.
MERCHANTS
A person who holds himself out as an expert, possessing special skills or knowledge of the
business they engage in.
Here both Carrier and Maker are Merchants because Carrier is a Trucking co and Maker is a
Manufacturer.
Contract Extra Credit, Mailloux #4914

FORMATION:
A valid contract consists of offer, acceptance, consideration and lack of defenses.
OFFER:
An offer is the outward manifestation of a present contractual intent, that is communicated to an
identified offeree, containing definite and certain terms
NEGOTIATION for contract
Here, when Maker, manufacturer, and Carrier, trucking company began talking, they were
negotiating an agreement for all transportation services required by Maker in exchange for
monthly payments based on the number of packages transported.
Therefore, a valid offer existed.
REQUIREMENTS CONTRACT
In this kind of contract, a Buyer promises exclusivity in return for the Seller’s return promise to
supply. That serves as the consideration for the deal.
If this is a Requirements contract, it would be a material factor for Carrier to give all its’ business
to Maker exclusively.

EXPRESS CONDITION:
Strict compliance with an express condition is ordinarily required.
Here, a condition was added that both parties agreed to; if proposed legislation restricted
Carrier’s ability to use more efficient “triple trailer trucks,” the contract could be terminated.
However, no such legislation was enacted. Thus, a non-issue.

ACCEPTANCE:
An acceptance is an assent to the terms of the contract.
Here, when Carrier drafted a document composed of all the agreed terms on March 1 1997, they
sent two copies to Maker, requesting Maker sign and return one copy. Maker did not sign, but
immediately started doing business with Carrier according to agreed upon terms. And in
exchange, during the next 6 months carrier paid all invoices on time. It is likely this contract was
accepted through performance.
CONSIDERATION
Legally sufficient bargained for exchange
Here, when an agreement for all transportation services required exclusively by Makerin
exchange for monthly payments based on the number of packages transported by Carrier was
formed and performed, that exclusivity satisfied the consideration for a Requirements contract.
YES. Therefore, we have a valid enforceable contract.