12/5 Flashcards
Restitution
If a party has been enriched by receiving a benefit from another party and it would be unjust for that party to keep the benefit without paying for it
Unjust Enrichment
- One Party has been enriched by another and
- It would be unjust to allow the enriched party to keep the benefit without making compensation
Quasi-Contract/Implied in Law
- Benefit Conferred: The plaintiff must prove that they provided a measurable benefit to the defendant.
- Knowledge: The defendant has knowledge or should reasonably know of this benefit.
- Retention: The defendant has accepted or retained the benefit conferred and
- Inequitable: The circumstances are such that it would be inequitable for the defendant to retain the benefit without paying fair value for it
Promissory Restitution
A promise made in recognition of a benefit previously received by the promisor from the promisee is binding to the extent necessary to prevent injustice
Contract Modification Bargain for Exchange
- Change in Timing: If a debtor pays a reduced amount earlier than the due date, the early payment itself is new consideration
- Change in Type of Consideration: If a debt is paid with a valuable item (e.g., a bicycle instead of cash), even if the value differs slightly, it can count as new consideration because the payment method changed.
Bargain for Exchange for Contract Modification Exceptions
- Settlement of Honest Dispute: If two parties have an honest disagreement over contract performance, an agreement to settle the dispute serves as new consideration.
- Changed Circumstances: A promise modifying a duty under a contract not fully performed on either side is binding if the modification is fair and equitable in view of circumstances not anticipated by the parties when the contract was made.
- Good Faith Requirement (UCC §2-209(1)): Under the UCC, no consideration is needed for modifications in sale of goods contracts, but modifications must meet the good faith standard. This includes honesty and adherence to fair commercial practices.
Mutual Recession/Release
The parties mutually agree to cancel the original contract, freeing each other from obligations, then form a new agreement with different terms.
Accord
Used for dispute settlement, the obligee accepts a different performance than initially agreed. This discharges both the old and new (accord) obligations once the new terms are met
Novation
A novation replaces one obligor with another, discharging the original obligor from future liability. All parties must agree, and this agreement must meet the requirements of a new contract.
Account Stated
Often used in ongoing business relationships, an account stated is an agreement to pay an agreed balance from prior transactions.
SOF UCC Sale of Goods Writing Requirement
- Sufficient to indicate a contract was made
- Signed by the party against who enforcement is sought
- Does not require all of the terms or complete accuracy
- Must state the quantity
SOF UCC Sale of Goods Merchant’s Confirmatory Memo
- Between merchants and within a reasonable period of time
- A written confirmation sufficient against the sender
- Is received and recipient has reason to know its contents
- Satisfies the writing requirement against the receiving party
- Unless written notice of objection to its contents is given within 10 days after it is received
SOF UCC Sale of Goods Exceptions
- Specially Manufactured Goods: Contracts for goods specifically made for the buyer and unsuitable for others are enforceable if the seller has begun production.
- Admission: If a party admits in court to the existence of a contract, it can be enforceable to the extent of the admission.
- Part Performance: Partial performance by either party can serve as proof of the contract, such as a partial payment or delivery.
