NY distinctions in Contracts

• NY tests article 2a of the UCC for lease of goods. Under federal, this is governed by common law of contracts.
• In NY, be sure to mention quasi-contract when there is an inequitable result.
• In NY, a signed, written promise not to revoke is enforceable, even without consideration. This echoes the UCC in regard to offers for goods. In other jurisdictions, an option is revocable without consideration.
  
• In NY, a unilateral contract can be revoked even if performance of the unilateral act has begun. Under federal rules, a unilateral contract cannot be revoked once performance of the unilateral act has begun.
• In NY, if someone sends you unsolicited merchandise in the mail, it is a gift and you are under no obligation to pay.
• In NY, there was a case where a house was haunted and this was a material fact that provided a misrepresentation defense to a contract.
• In NY, past consideration is binding if stated in a signed writing and can be proven.
• In NY, the pre-existing duty rule does not apply if modification is in a signed writing.
• In NY, you don't need consideration for an agreement to pay a disputed debt if the promise was signed and in writing.
• In NY, lifetime contracts do fall within the statute of frauds. Under federal law, they do not because one of the parties may die within a year.
• In NY, there is no main purpose exception to surety in the statute of frauds. As in, it doesn't matter if the main purpose of offering a surety was to benefit the offeror, it still needs to be in writing.
• Under Article 2a, a lease, the implied warranty of merchantability is the same as a sale.
• However, under a finance lease, there is no implied warranty. Banks are intermediaries.
• Under Article 2a, the lessor bears the risk of loss. However, if the lease is a finance lease (from a bank intermediary), the leasee bears the risk of loss.
• In New York, a gratuitous assignee of contract rights is irrevocable if it is in writing and signed by the assignor. This would override the federal rule, whereby the last gratuitous in time prevails because a later gift assignment revokes an earlier one.
• In NY, an assignment for consideration must be filed to be valid? This is a general notice requirement for two assignments for consideration.