Ch 11 Nature And Terminology Flashcards
What does UCC govern?
They govern contracts for sale and lease of goods
What is the function of contract law? (2)
Ensure compliance and intice performance
The Objective theory of contracts
Party’s intention to enter into a legally binding contract judged by outward objective facts
Requirements of a valid contract (4)
Agreement
Consideration
Contractual Capacity
Legality
Defenses to the enforceability of a contract
Voluntary consent, no fraud or duress
Form
How are contracts categorized?
Formation, performance, and enforceability
Bilateral v Unilateral contracts
- Promising to perform
2. Promise for an act, contract formed when contract is performed
Unilateral contract examples
Contests, lotteries, competitions
Revocation of offers - ok?
Offers normally revocable until accepted
When perf has been substantially undertaken, X
Formal v informal contracts
- Req special form or method of creation to be enforceable
Negotiable instruments
Formal contract because under UCC, special form and lang are required to create them
Letters of credit
Agreements to pay contingent on the purchasers receipt of invoices and bills of lading
Express v implied contracts
- Terms of agreement are fully and explicitly stated in words, oral or written
- Contract implied fr conduct of parties, which creates and def terms of contract
Rq for implied contracts (3)
Plaintiff furnished some service or property
P* expected to be paid, D* should have known payment expected
D* had chance to reject
Executed v Executory contract
- Fully perf on both sides\2. Not been fully perf
Valid v
voidable v
unenforceable v
void contracts
- All elements necessary to entitle at least 1 of the parties to enforce in court
- Can be avoided at option of 1 or both of the parties
- X be enforced because of legal defenses
- No contract at all
Ratify def
Make valid
Illusory contract
Promise made that is uncertain, indefinite, vague and uncertain
Does silence constitute acceptance?
It does not constitute acceptance, but sometimes duty to speak
Parol evidence rule
Extrinsic evidence X admissible to show intention independent of an unambiguous written instrument
Quasi contracts
Implied in law, but not actual contract
Fiction al contracts that courts can impose on parties as if they had entered actual contract
What are quasi contracts concerned with?
Equity;
Avoid unjust enrichment at the expense of another’
What are the limitations of quasi contracts?
- who conferred a benefit on other unnecessary or b/c of misconduct/negligence X invoke
Plain meaning Rule
Meaning of the terms must be determined fr the face of the instrument alone; the words determine intent of parties @ t they entered contract
4 cases of ambiguity
When intent X be determined fr contract lang
When contract lacks provision on disputed term
When term - susceptible to more than 1 interpretation
Uncertainty abt a provision
Extrinsic evidence
Any evidence X contained in the doc itself, only considered when there - ambiguity
Rules court uses in interpretation (7)
Reasonable, lawful, effective meaning - given to all contract terms
Interpreted as whole
Word given ordinary, technical given technical unless parties clearly meant something else
Specific + exact meaning >
Written/typewritten terms>
Ambiguity against drafter
Extrinsic evidence only if ambiguity
