BAR EXAM Flashcards
Define A quasi contract
A quasi contract is a legal obligation imposed by law to prevent unjust enrichment.
specially manufactured good
specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller’s business
what intent must be present in order for a party to be legally bound to a contract?
present intent
to have power to accept an offer…..
the oferee must have knowledge of the contract
the contract must be certain and definite or…
the contract fails for indefiniteneness
what the UUC aapliess___ fath as a contract term
good
advertisements are genreally considered
invitations to deal, unless associated with a stated reward
if an offeror dies during the period of an option contract
the offer remains open because the oferee paid consideration to keep the offer open.
An offer genreally terminates upon death or mental incapacity of the offeror or the offeree
even if the oferee does not learn of the offerors death until after acceptance has been dispatched.
An offer that becomes destroyed or illegal …
is terminted
Revocation (Revoked)
the act of withdrawing an offer during contract negotiation
Under the UCC a person receives notice of an offre when
(1) it comes to that persons attention
(2) it is duly delivered in a reasonable form at the place of business of held out as a place for receipt of such communication
Constructive Revocation
when an ofereee knowns or has reason to know that the offeror has taken defninite action incnsistemnt with the offer
An option (contract)
an indepenedent offer to keep an offer open for a specified period of time
If a duration os not provided on a UCC firm offer, how long is it good for?
a reasonable time NTE 3 months
what is the primary purpose of a UCC Firm Offer Rule signed writing?
to ensure that the merchant deliberately makes a current “firm offer” binding
Promissory Estoppel (Detrimental reliance)
when the offerre reasonbly and etrimentally relies on the offeror’s promise prior to acceptance, the doctrine of promissory estoppel make make the offer irrevovable.
It must have been reasonebly forseeable that reliance would occur
General Offer
made to a large number of people, generally through an advertisement
Can be revoked when given the saem level of publicity as the initial offer, even if the offeree is still acting in reliance on the offer
when a party has actual knownledge of an intent to revoke, but did not see the “general offer” revocation…..
the revocation will stil be effective aginst taht party
A counteroffer is both….
a rejection and a new offer
Acceptance
an outward objective manifestation of a willingness to be bound bybthe terms of the offer.
an offeree can only accept a unilateral contract after
the oferee has ben made aware of the contract. If the party acts, and completes the act yet was not aware of the offer…no contract
How can an offeree accept an offer when teram are not stated by the offeror
in any reasonable manner and by any reasonable means
Silence does not operate as acceptance unless
(1) the offeree believe silence is an acceptable means of acceptance and the offeree intends to accepts the offer through silence
(2) because of previous dealings or patterns of behavior it is reasonable to believe that the offeree must notify the offeror if the offeree intends NOT to accept the offer
If the buyer requests that the goods be shipped
then the buyer’s request will be construed as inviting acceptance by the seller either by a promise to ship or by prompt shipment of conforming or nonconforming goods.
If the seller ships nonconforming goods
then the shipment is both an acceptance of the offer and a breach of the contract. The seller is then liable for any damage caused to the buyer as a result of the breach.
If, however, the seller “seasonably” notifies the buyer that the nonconforming goods are tendered as an accommodation, then …
no acceptance has occurred, and no contract is formed. The accommodation is deemed a counteroffer, and the buyer may then either accept (thereby forming a contract) or reject (no contract formed).
IAW the mailbox rule mailings must be
properly addressed and include correct postage
IAW the mailbox rule acceptance is made
upon dispatch (and generally only applies to bolateral contracts as unilateral contracts require an act)
If the offeree sends an acceptance and later sends a communication rejecting the offer,
then the acceptance will generally control even if the offeror receives the rejection first. .
If, however, the offeror receives the rejection first and detrimentally relies on the rejection, then
the offeree will be estopped from enforcing the contract
In a unilateral contract, an offeree is not required to give notice after performance is complete, unless he has reason to know that the offeror would not learn of performance within a reasonable time, or the offer requires notice.
If notice is required but not provided, the offeror’s duty is discharged, unless:
i) The offeree exercises reasonable diligence to notify the offeror;
ii) The offeror learns of performance within a reasonable time; or
iii) The offer indicates that notification of acceptance is not required.
A conditional acceptance of an offer …
terminates the offer and acts as a new offer from the original offeree.
The MBE has consistently Battle of the Forms in which both parties to the contract are merchants. In this situation, remember that a contract exists under the terms of the acceptance, unless ….
(i) the terms materially alter the agreement,
(ii) the offer expressly limits the terms, or
(iii) the has already objected or the offeror objects to the new terms within a reasonable time after notice of the new terms is received.
Define “Materially Alters”
A term that results in surprise or hardship if incorporated without the express awareness by the other party thereby materially altering the original contract.
Examples of terms found to have materially altered the original contract include a warranty disclaimer, a clause that flies in the face of trade usage with regard to quality, a requirement that complaints be made in an unreasonably short time period, and other terms that surprise or create hardship without express awareness by the other party.
Terms that usually do not materially alter the contract include fixing reasonable times for bringing a complaint, setting reasonable interest for overdue invoices, and reasonably limiting remedies. UCC § 2-207 cmts. 4,5.
quantum meruit
/ˌkwän(t)əm ˈmerəwət/
a reasonable sum of money to be paid for services rendered or work done when the amount due is not stipulated in a legally enforceable contract.
