Basics of Contract Law Flashcards
what is a contract? (generally)
an agreement plus something that makes it legally enforceable
what are the elements of a contract?
[MA (O+A) + C - D = K]
mutual assent (offer and acceptance)
consideration
lack of defenses
what is a quasi-contract?
an unenforceable K that results in unjust enrichment and thus, courts permit plaintiffs recover restitution for amount of benefit conferred on the defendant
what is a bilateral contract?
an exchange of mutual promises (each party is both a promisor and promisee)
how may bilateral contracts be accepted?
can be accepted in any reasonable way
what is a unilateral contract?
Ks where the offeror/promisor requests performance rather than a promise in order to accept (payment on completion of requested act by the promisee)
what language indicates a unilateral contract?
“offer… only by”
what’s the difference between a voidable K and a K that is void?
voidable = one or both parties may CHOOSE to avoid the K (such as by raising a defense)
void = totally without legal effect from the beginning
what are “goods” under UCC article 2?
all things movable at the time they are identified as the items to be sold under the K
what is a “merchant” under UCC article 2?
one who regularly deals in goods of the kind sold OR
one who otherwise by their profession holds themselves out as having special knowledge or skills as to the practice of goods involved
what is the process for analyzing Ks that involve both goods and nongoods?
1) determine which is dominant (goods or nongoods)
2) apply the law governing the dominant aspect to the WHOLE K
**NOTE = if K DIVIDES payment between goods and nongoods, article 2 will apply to SALE portion and CL will apply to SERVICES portion
what is the UCC obligation of “good faith and fair dealing”?
imposes obligation of good faith and fair dealing in both K’s performance and enforcement
what is “good faith” under the UCC?
honesty in fact and observance of reasonable commercial standards
when has there been a breach of the UCC duty of good faith/fair dealing?
when party exercises discretion in a way that deprives the other party of the fruits of the K
