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Contracts > Black Letter Law > Flashcards

Black Letter Law Flashcards

1
Q

What does Article 2 of the UCC govern?

A

Contracts for the sale of goods

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2
Q

Predominant Purpose Test

A

The UCC applies to hybrid contracts whose main purpose is the sale of goods. The common-law applied to contracts whose main purpose is not for the sale of goods.

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3
Q

Is a statement of intent a promise?

A

No

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4
Q

Is an opinion or prediction a promise?

A

No

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5
Q

What two ways make a promise legally binding?

A

When the promise is within a contract or under the doctrine of promissory estoppel.

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6
Q

Legal enforceability of sealed promise

A

A written promise under seal is not, in and of itself, legally binding.

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7
Q

What are the elements of a breach of contract claim?

A
  1. Formation of a contract

2. A breach of the contract

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8
Q

What are the elements of a promissory estoppel claim?

A
  1. A promise
  2. The promisor should reasonably have expected the promisee to detrimentally rely on the promise.
  3. The promisee detrimentally relied on the promise
  4. A breach of the promise
  5. Injustice can only be avoided by enforcing the promise
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9
Q

What are the elements of a Quasi-Contract claim?

A
  1. The defendant has been enriched
  2. by the plaintiff
  3. it would be unjust for the defendant to not pay the plaintiff for the benefit received
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10
Q

What are the elements of a contract?

A
  1. An offer
  2. An acceptance
  3. Consideration
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11
Q

What are the elements of an offer?

A
  1. The offeror’s manifestation of willingness to enter into a bargain
  2. the offer would be justified in understanding her assent is invited and will conclude the bargain without a further manifestation from the offeror
  3. the offer’s terms are reasonably certain
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12
Q

Preliminary Negotiations

A

If any reasonable person would believe the communication doesn’t intend to conclude a bargain until he/she makes further manifestation of assent

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13
Q

Are Advertisements considered an offer?

A

No, they are ordinarily considered a solicitation for an offer

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14
Q

Are Price Quotations an offer?

A

Maybe, it depends on the circumstance

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15
Q

Are Auctions an offer?

A

Unless manifested without reserve, generally the buyer is the offeror and the seller is the offeree.

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16
Q

Written Documents to follow

A

During negotiations, if either party expressed their bargain in a written document but then failed to provide said document there would be no contract, if manifestation required a written document.

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17
Q

Written Documents as Memorialize

A

If parties manifested an intention that a written document would simply memorialize a deal and not contemplate on it, then it is a contract.

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18
Q

Contracts with Unsigned Signature lines

A

Typically considered a solicitation for an offer

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19
Q

What is Gap-Filling?

A

When parties entered into a bargain omitting an essential term, the court will supply a term as directed by a statute.

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20
Q

What are the Elements of Acceptance of an Offer?

A
  1. Manifestation of assent
  2. by an offeree
  3. to the terms of the offer
  4. made in a manner invited or required by the offer
  5. while the offeree still has the Power of Acceptance
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21
Q

When is a Cross Offer considered a contract?

A

No contract unless one accepts the other’s offer upon delivery.

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22
Q

What is the ‘general rule’ for the Knowledge of an Offer?

A

An offeree can only manifest assent if she knows of the offer.

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23
Q

What is the Duty-to-read Rule?

A

Just because a party fails to read the terms of a written offer does not prevent offeree’s manifestation of assent from being effective. Unless, the offeree doesn’t know the document is a proposed contract.

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24
Q

Can Grumbling Acceptance prevent the offeree’s manifestation of assent from being effective?

A

No, their expression of dissatisfaction with an offer does not prevent manifestation from being effective.

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25
Q

When is Silence and Inaction construed as a manifestation of assent to the offer?

A
  1. offeree accepts service from the offeror after having reasonable opportunity to reject them & while having reason to know they were offered with expectation of compensation
  2. offeror tells offeree that they will consider silence or inaction to be an acceptance and the offeree remaining in silence intends to accept the offer
  3. past dealing between the parties is reasonable to require the offeree to notify the offeror if they don’t tent to accept.
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26
Q

what is Exercise of Dominion as acceptance:

A

An offeree does any act inconsistent with offeror’s ownership of offered property and the terms of the offer and not manifestly unreasonable e. The offeree will be found to have manifested assent and will therefore be bound to the offer’s terms.

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27
Q

What is the Exception to the Exercise-of-dominion rule?

A

Mailing of unordered merchandise

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28
Q

What is ‘Mailing of Unordered Merchandise?’

A

Where the recipient of merchandise mailed to him/her without prior express request or consent has the privilege to retain, use, discard or dispose of it in any manner they see fit with no obligation to the sender (either in contract or quasi-contract)

29
Q

What are the exceptions to ‘By An Offeree?’

A
  1. The offeree’s estate has the power to accept an offer if the offeree dies during the time the option is effective
  2. if the option was created by consideration, the offeree has the power to assign her power to accept the offer to a third party unless the offer states otherwise or the assignment materially alters the offer’s rights an duties
30
Q

The Power of Acceptance is person to who?

A

The offeree

and whether that person is an offeree is based on the offeror’s manifested intention.

31
Q

What is the Mirror-image rule?

common law only

A

A purported acceptance that varies the terms of the offer and that is expressly or impliedly conditional on the offeror’s assent to the addition or different terms is not an acceptance but a counteroffer.

32
Q

what is the Master of the Offer privilege?

A
  1. Has the privilege to specify the substantive terms or the bargain
  2. insist on a particular time and manner for the offeree to manifest assent
33
Q

Acceptance of a Bilateral Contract:

A

An offer requires a return promise as the exclusive manner of acceptance

34
Q

Acceptance of a Unilateral Contract:

A

If offeror requires performance as the exclusive manner of acceptance - the offeree must provide complete performance to have an effective acceptance unless stated other wise.

35
Q

What is a Case of Doubt:

A

when language or circumstances suggest offeror indifference or leave it unclear whether the offer requires acceptance by return promise or performance - the offeree may accept in any reasonable manner

36
Q

How to begin Performance in a case of doubt?

A

The tender or beginning of the invited performance or the tender of a beginning of it ordinarily operates as an acceptance and as a promise to completely perform.

37
Q

Prescribed method of accepting offer for a bilateral contract:

A

If an offer for a bilateral contract prescribes a required manner of acceptance it must be complied with to have effective acceptance

38
Q

Suggested method of Accepting offer for a Bilateral Contract:

A

If an offer for a Bilateral contract merely suggests a manner of acceptance, it need not be complied with to have an effective acceptance

39
Q

What happens when an offer does not prescribe a required manner of acceptance?

A

An offer may be accepted in any reasonable manner

40
Q

is a defective manifestation of assent treated as a counteroffer?

A

Yes

41
Q

What is a medium of acceptance?

A

Where an offeror can require that a return promise be made through a particular medium

42
Q

What is the necessity of notice of acceptance by a return promise?

A

an offeree who accepts by a return promise is required to make reasonable efforts to notify the offeror of the offered manifestation of assent or offeror must seasonable obtain actual knowledge of offeree’s manifestation of assent.

43
Q

Effective time of acceptance by return promise: Dispatch rule

A

An acceptance by return promise, made in the manner and medium invited bye the offer forms a contract as soon as it is put out of the offeree’s possession.

44
Q

Exceptions to the effective time of acceptance by return promise: Dispatch rule

A

the contract is formed when it is out of the offeree’s possession unless:

  1. the offer provides otherwise
  2. the offer includes an option
  3. the acceptance is sent after a rejection is sent
  4. Offeree improperly dispatches the notice
45
Q

What is Overtaking Rejection?

A

when the dispatch rule applies, a rejection that overtakes the previously dispatched acceptance and reached the offeror first doesn’t alter the effectiveness of the acceptance of the fact of formation.

46
Q

The importance of time of formation:

A

the moment of contract formation marks the point at which the parties are bound to the terms in the contract and cannot change the contract

47
Q

Necessity of Notice of acceptance by performance:

A

No notification of acceptance is necessary to make the acceptance effective unless the offer requires notification
(think you don’t have to tell him you’re going to go find Patches the cat… you just have to fine him)

48
Q

An offeree accepts a unilateral contract and has reason to know the offeror will not learn of the offeree’s performance with reasonable promptness the offeror’s contract duties are discharged unless:

A
  1. offeree exercises reasonable diligence to provide notification
  2. offeror learns of the performance within a reasonable time
  3. offer indicated notification is not requires
49
Q

When is an offeree’s power of Acceptance terminated?

A
  1. offeror or offeree’s death or legal incapacity
  2. offeror’s revocation
  3. lapse of time
  4. offeree’s rejection
  5. offeree’s counteroffer
  6. nonoccurence of any condition of acceptance under the offer’s term
50
Q

Lapse of time with acceptance termination:

A

the power of acceptance is terminated at the time specified in the offer or the end of a reasonable time

51
Q

Revocation termination elements:

A

Offeree’s power of acceptance is terminated when

  1. the offeree receives from the offeror a manifestation of intention not to enter into the proposed contract
  2. the offeror takes definite action inconsistent with an intention to enter into the proposed contract and the offeree acquires reliable information to that effect
52
Q

the general rule of revocation of a general offer:

A

offeror’s revocation only terminated the offeree’s power of acceptance when notice of the revocation Is received by the offeree

53
Q

When does the power of acceptance terminate upon a rejection

A

when it is received by the offeror.

54
Q

Are inquiries consider a rejection?

A

No

55
Q

Are Late manifestations of assent treated as counteroffers?

A

Yes

56
Q

When does an offeree’s power of acceptance terminate during in-person or telephonic negotiations?

A

The power of acceptance is terminated at the end of conversation unless the offeror expressly or impliedly indicates a contrary intention

57
Q

When does the power of acceptance terminated upon a counteroffer?

A

A counteroffer does not terminate the offeree’s power of acceptance until received by the offeror.

58
Q

Impossibility:

A

death or destruction of a person or thing essential for performance after the offer is made and before acceptance is typically the nonoccurrence of an implied condition of acceptance.

59
Q

Illegality:

A

a legal prohibition of the contract’s performance enacted after the offer is made and before acceptance is typically the nonoccurrence of an implied condition of acceptance

60
Q

what is an Option Contract:

A

A promise to not revoke an offer is legally binding if the promise was given in exchange for consideration

61
Q

An effect of option:

A

Offeree’s power of acceptance in response to an offer that is irrevocable under an option is NOT terminated by the offeror’s or offeree’s death or legal incapacity or by revocation, rejection or counteroffer

62
Q

A promise to keep an offer open is legally binding and forms an option, despite consideration if?

A
  1. offeror should reasonably have expected the offeree to detrimentally rely on the promise to keep the offer open before accepting the offer
  2. offeree before accepting the offer, in fact detrimentally relied on the promise to keep the offer open in the manner that should have been expected
  3. injustice can be avoided only be enforcing the promise to keep the offer open
63
Q

An implied-in-law prime to keep the offer open is inferred and an option created if what?

A
  1. the offeror should reasonably expect the offeree to detrimentally and substantially rely on the offer before accepting it
  2. the offeree before accepting the offer in fact detrimentally and substantially relied on the offer in the manner that should have been expected
  3. injustice can be avoided only by creating an option
64
Q

What are the elements of Consideration?

A

for an agreement to have consideration the parties agreement must include:

  1. under the agreements terms the parties exchange promises or a promise for a performance
  2. at least part of party’s manifested motive in giving their promise or performance is to induce the other party to give their promise or performance
65
Q

An agreement includes a bargained-for exchange when what?

A

when:

  1. under the agreements terms, the parties exchange promises or a promise for performance
  2. at least part of each party’s manifested motive in giving their promise or performance is to induce the other party to give their promise or performance.
66
Q

What is the Past-consideration rule?

A

If a promise Is given solely in recognition of a past benefit provided by the promisee there is no consideration for the promise

67
Q

Illusory-promise rule?

A

a party cannot breach an illusory promise and if one party to an agreement has given only an illusory promise there is no exchange

68
Q

What is a Mixed Motive?

A

to have a bargained-for exchange, only part of each party’s manifested motive must be an exchange motive

Contracts (2 decks)

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