A breach of contract occurs when a party fails to perform after all conditions precedent have been satisfied, the time for performance has arrived, and the duty to perform has not been discharged.

Satisfaction may be judged subjectively, so long as the party acts in good faith. Thus, even if a reasonable person would be satisfied objectively, the client's personal satisfaction controls if exercised honestly and in good faith.

A condition is an event that must occur before a party's performance becomes due. Concurrent conditions are conditions that occur at the same time, with each party's performance serving as a condition precedent to the other's performance.

A unilateral mistake occurs when only one party is mistaken about a basic assumption that materially affects the contract, and the other party is unaware of the mistake. Generally, a unilateral mistake is not a valid defense to contract formation. However, relief may be available if the nonmistaken party knew or had reason to know of the mistake, or had a duty to disclose the error.

A contract is voidable and may be rescinded or reformed when both parties are mistaken about a basic assumption underlying the agreement, the mistake has a material effect on the contract, and the party seeking relief did not bear the risk of the mistake.

An offer is irrevocable under an option contract when the offeree gives consideration in exchange for the offeror's promise to keep the offer open for a stated period of time, or for a reasonable time if no period is specified. Option contracts are an exception to the mailbox rule because acceptance is effective only upon receipt, not upon dispatch.

An implied-in-fact contract arises from the parties' conduct rather than explicit words, where a benefit is knowingly received under circumstances in which it could have been rejected, and it is reasonable to infer that payment was expected.

An illusory contract appears to form a contract but is not legally enforceable because one party has not incurred a real legal detriment or obligation. For example, if a party retains an unrestricted right to cancel before a certain date, the agreement is illusory until that date passes; after that point, the contract may become binding.

Consideration is a bargained-for exchange involving something of legal value. Courts generally do not evaluate the adequacy of consideration, and even nominal consideration, such as a peppercorn, may be sufficient.

A counteroffer is a response by the offeree that relates to the same subject matter as the original offer but proposes different or additional terms, thereby creating a new offer.

A revocation is the withdrawal of an offer by the offeror and is effective only if communicated to the offeree before the offer has been accepted.

A unilateral offer may be terminated by the lapse of a reasonable period of time or by an effective revocation made before performance has begun.

Acceptance requires a manifestation of assent to the terms of the offer. In a bilateral contract, acceptance may occur through a promise or the beginning of performance. In a unilateral contract, however, the beginning of performance makes the offer temporarily irrevocable, but acceptance occurs only upon complete performance. When acceptance is by performance, the offeree must notify the offeror of completion within a reasonable time.

Under the UCC, an offer is irrevocable if it is made by a merchant in a signed writing that gives assurance the offer will remain open for a stated period of time. If no time is stated, the offer remains open for a reasonable time, not to exceed 90 days.

A valid contract requires: (1) an offer, (2) acceptance of that offer, (3) consideration, and (4) the absence of any valid defenses to formation.

An offer is a manifestation of intent to enter into a contract, containing reasonably definite terms, that is communicated to an identifiable offeree.

Article 2 of the Uniform Commercial Code (UCC) applies to contracts involving the sale of goods, which are tangible and movable items. Contracts that do not involve the sale of goods are generally governed by Common Law. In mixed contracts involving both goods and services, courts apply the predominant purpose test to determine whether the UCC or Common Law controls.

Upon dissolution of a partnership, partnership assets are distributed in the following order: (1) payment to outside creditors, (2) repayment to partners who are creditors of the partnership, (3) return of partners’ capital contributions, and (4) distribution of any remaining assets to the partners according to their ownership interests. If the partnership’s assets are insufficient to satisfy outstanding liabilities, the remaining debts are allocated among the partners based on their respective ownership percentages.

Each partner has the authority to contractually bind the partnership in matters within the ordinary course of business. Actions outside the normal scope of the partnership’s business require unanimous approval from all partners. Additionally, every partner possesses implied authority to act on behalf of the partnership.

An LLP is a partnership structure that provides partners with limited personal liability protection, though personal assets may still be subject to claims in certain circumstances. Formation requires filing with the Secretary of State. Unlike a limited partnership, where one general partner controls management and the limited partners are primarily passive investors, partners in an LLP may actively participate in managing the business.