Applicable Law Flashcards
Common Law vs. UCC
Contracts for the sale of goods are governed by the UCC. All other contracts are governed by the common law.
K Definition
A contract is a bargained for exchange, for which the law provides a remedy if it is breached.
Objective Theory of Contracts
The objective theory of contracts provides that a party’s conduct is judged by how a reasonable person would interpret the conduct of that party.
Uniform Commercial Code (UCC) Definition
Uniform Commercial Code (UCC): Article 2 of the UCC governs contracts for the sale of goods. Special UCC provisions apply when one or more parties are merchants. As a general principle, the UCC interprets more liberally than common law and endeavors to find a contract exists where possible. 1. Goods are defined as movable, tangible property. 2. Merchant: A merchant is one who deals in goods of the kind, or one holding oneself out as having special knowledge or skills regarding the practices or goods involved in the contract. Merchant is construed broadly.
Predominance test
Where a contract includes both goods and the provision of services, the predominance test determines if UCC or common law governs the contract. Determine the predominant purpose for the contract as a whole and the law governing that area provides the applicable law for the entire contract.
Unilateral Contract
One in which Acceptance can only be made by performance of the contract.
Bilateral Contract
Is a mutual exchange of promises.
Implied in Fact Contract
Implied contracts are formed by manifestations of assent other than oral or written language (conduct).
Quasi-K
Quasi-Ks are not Ks at all. They are construed by courts to avoid unjust enrichment by permitting the P to bring an action in restitution to recover the amount of the benefit conferred on the D. Elements of a Quasi-K:
- P has conferred a benefit on D;
- P reasonably expected to be paid; and,
- D realized unjust enrichment if he wasn’t compensated.
