Ch. 4.1-4.7 Contracts Flashcards

You may prefer our related Brainscape-certified flashcards:
1
Q

The ____________ of Contracts is a set of statements reflecting generally agreed upon pronouncements of common law contract rules.

A

Restatement

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

The Restatement defines a ________ as a “promise or a set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes a duty.”

A

contract

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

Contract law is concerned with enforcing promises between ________, but only those promises that the law recognizes as enforceable.

A

parties

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

An _______ contract is a promise stated in words, either oral or written.

A

express

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

The UCC governs all transactions for the sale of _____, which is defined as all things that are movable at the time of the contract.

A

goods

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

An ________ contract is a promise that is inferred from a person’s conduct or the circumstances of the transaction.

A

implied

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

A _______ is an undertaking or commitment to act or refrain from acting in a specified way in the future.

A

promise

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
8
Q

When an exchange is entirely ___________ there is no contract because either party makes a promise to the other. Both parties have fully performed their obligation and no promises have been made. It is not a contract but is referred to as an _________ _______. If there is no immediate exchange, then a ______ has been formed.

A

instantaneous; executed exchange; contract

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
9
Q

The person who makes a promise is the __________. The person to whom the promise is made is the ________.

A

promisor; promisee

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
10
Q

When a promise or commitment will benefit someone other than the promisee - that person is referred to as a __________.

A

beneficiary

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
11
Q

A _____-________ arises in the absence of a promise and thus is not a contract all all. It’s a transaction that creates a basis for recovery to prevent _______ _____________ which means a situation where one person unfairly benefits from a transaction.

A

quasi-contract; unjust enrichment

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
12
Q

An action to avoid unjust enrichment is referred to as ____________. Sometimes quasi-contracts are referred to as contracts that are ______-in-law.

A

restitution; implied

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
13
Q

What’s this an example of?
A, who is a doctor, is seated next to B at a restaurant. When B begins choking, A administers emergency treatment. In this case, there is no contract b/c there are no exchanged promises. A can seek to recover from B in an action for _______ ____________, based on the notion that B has unjustly benefited from the medical services performed by A and should be required to pay A. This is referred to as a ?

A

quasi-contract.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

_____ ______ means that each part to the contract must manifest or reveal her intent to be bound to a given exchange. Some courts refer to this intent as a “meeting of the minds” to capture the notion that there must be mutual agreement about the exchange to be performed.

A

mutual assent

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
15
Q

An _________ standard means that courts determine intent by analyzing how a reasonable person would construe the words and conduct of the parties, generally without considering words or actions an individual may have intended, but do not communicate.

A

objective standard

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
16
Q

What are the two factors that must be shown in order to demonstrate mutual assent?

  1. an ______ on the part of one party and
  2. an ____________ on the part of the other.
A

offer; acceptance

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
17
Q

The person making an offer is called the _______ and the person to whom the offer is made is the called the _______.

A

offeror; offeree

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
18
Q

A preliminary negotiation is often referred to as a solicitation or ___________ to make an offer.

A

invitation

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
19
Q

Once a party manifest her intent to _____ an offer, there is mutual assent and a contract can be formed. However, an offer may be ___________ prior to acceptance.

A

accept; terminated

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
20
Q

If ther offeror indicates the offer must be accepted within a stated time. the offer will __________ once that time has passed.

A

terminate

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
21
Q

If an offeror dies before an offer is accepted, the offer is ____________, even if the offeree is not aware of the death.

A

terminated

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
22
Q

If an offeror is deemed to be ________ incompetent after an offer is made, then the offer is terminated, if acceptance has not occurred before the offeror is judged to be incompetent.

A

mentally

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
23
Q

Once acceptance occurs, an offeror’s death or mental incompetence [does/does not] negate the contract.

A

does not

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
24
Q

An offeror’s death or mental incompetence must occur ______ the offer is made, but prior to the acceptance, in order to impact the formation of the contract.

A

after

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
25
Q

As a general rule, the offeror may terminate the offer any time prior to the offeree’s acceptance - such action is referred to as __________.

A

revocation (it was revoked)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
26
Q

An offer may be revoked directly or indirectly. _______, the offeror can indicate by words that she no longer wishes to be bound by the offer. _________, an offer may be revoked when the offeror takes actions that are inconsistent with the intent to be bound and the offeree has knowledge of those actions.

A

directly; indirectly

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
27
Q

Offers may not be revoked prior to termination in 3 circumstances:

a. if the offeree has paid to keep the offer open for some period of time - called an ______ contract
b. if the offeror has agreed to keep the offer open for some period of time, and the offeree has relied on that promise to her detriment, or
c. if the offeree has already begun performance under the contract called a ___________ contact.

A

option; unilateral

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
28
Q

A ______________ is both a rejection of the original offer and a new officer, and thus serves to terminate the original offer. In this case the offeree turns into the ______.

A

counteroffer; offeror

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
29
Q

The _____ _____ rule means that any response by the offeree that changed the terms of the agreement, however slightly, would be treated as a rejection.

A

mirror-image

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
30
Q

An ___________ is effective as soon as it is dispatched, this is known as the ________ rule. It will be effective when it is mailed or emailed/faxed.

A

acceptance; mailbox

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
31
Q

An offer, revocation, counteroffer, and rejection are only effective when they are _________>

A

received

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
32
Q

In the event an offeree rejects an offer and shortly after accepts an offer or made a counteroffer, the communication the offeror receives ____ is the one that would be effective.

A

first

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
33
Q

When at the time a contract is formed, one party already has performed her obligation so that there is only one performance obligation remaining, the contract is a called a ____________ contract. Once performance has begun, an offer cannot be revoked.

A

unilateral

34
Q

A _________ contract refers to a contract where two promises are outstanding at the time of the contract formation.

A

bilateral

35
Q

When the offeree pays for the offeror’s promise to keep the offer open for a period of time, the offer must remain open during the period of the option contract and can be accepted any time during that period. This is referred to as an ______ ________.

A

option contract

36
Q

In order for a contract to be legally enforceable, it must be supported by ______________.

A

consideration

37
Q

In order to constitute consideration, two factors must be present:

a. there must be a ___________-___ exchange and
b. the promisee must incur some legal __________.

A

bargained-for; detriment

38
Q

In the __________-___ exchange, the parties to a contract must bargain for or agree to some exchange. If one party is intending to confer a ____ to the other party, then there is no bargained-for exchange.

A

bargained-for; gift

39
Q

If a performance has already occurred or a promise has already been made, then it generally cannot serve as the basis for consideration because it cannot be considered to have induced a bargain - this is known as the doctrine of “____ ____________.”

A

past consideration

40
Q

A promisee suffers a ______ __________ if they

a. do something or promises to do something that he is not legally required to do or
b. refrains or promises to refrain from doing something that he legally has the right to do.

A

legal detriment

41
Q

The promise to perform a ___-________ duty (a duty that a person already is obligated to perform) will not constitute a legal detriment.

A

pre-existing

42
Q

An agreement where one of the parties does not actually promise to do anything lacks consideration because one of the promises is an _________ promise. Ex. If A agrees to sing a B’s party if they “feel like it”

A

illusory

43
Q

If something can be construed as _____ consideration because it lacks any value, the courts will find it legally insufficient. Additionally, if the parties to a contract state that consideration has been given, but it was not, then the statement will be viewed as ____ consideration and be legally insufficient.

A

token; sham

44
Q

Some contracts will be enforced even when they lack consideration. The primary doctrine used to substitute consideration is __________ ________ or detrimental reliance. Under this, a promise will be enforced without consideration if:

a. the ________ should reasonably expect her promise to induce action or forbearance by the promisee
b. the promise does in fact induce justifiable action or forbearance and
c. injustice can be avoided only by enforcement.

A

promissory estoppel; promisor

45
Q

Promissory estoppel is an equitable remedy designed to allow the ___________ of promises that a promisee reasonably and foreseeably relies upon.

A

enforcement

46
Q

______ _________ refers to the legal ability to form a contract. Proof of lack of capacity makes a contract voidable, enabling the person who lacks capacity to void the contract.

A

legal capacity

47
Q

People who are below the age of majority are referred to as _______ or _______. In most states this age is ___.

A

infants or minors; 18

48
Q

Contacts with minors are _________, but only by the minor, not the adult.

A

voidable

49
Q

Once a minor _________ a contract, neither the minor nor the other party will be obligated to perform any obligations under the contract. The adult must return anything of value given to them, and the minor generally must return any goods or benefits that remain, but is not liable for property that has been _________ or destroyed.

A

disaffirms; consumed

50
Q

A minor will be bound to pay the reasonable value of any contract for _____________, which are goods or services that a minor reasonably needs for her livelihood.

A

necessities

51
Q

In order to disaffirm a contract based on ________ ___________, the allegedly incompetent person must prove that, at the time they entered into the contract, they were unable to understand the nature and consequences of her actions.

A

mental incapacity

52
Q

A mental incompetent person must return the value of any property or services she has received, even if they have been consumed or destroyed - this would give the other party the opportunity to recover in ___________ any unjust enrichment.

A

restitution

53
Q

A contract entered into by a person who is intoxicated is [voidable/not voidable] by the intoxicated person.

A

voidable

54
Q

For an intoxicated person to void a contract, they must prove they were severely intoxicated such that:
a. they did not ___________ the nature and significance of her actions and
b. the other party had reason to know of the intoxication
Given the potential for abuse, courts are _______ to allow avoidance based on intoxication.

A

understand; reluctant

55
Q

An offer can be made to, and be accepted by, more than one person, when this occurs, the offeror has undertaken _____ obligation to all the offerees who accept.

A

joint

56
Q

Contracts may be formed that are intended to benefit some third party, creating a third party _________ contract.

A

beneficiary

57
Q

The party who is to render performance to a third party, is the _________, while the party whose right to performance is being conferred on a beneficiary is referred to as the ________>

A

promisor; promisee

58
Q

True/False Not all beneficiaries have enforceable rights.

A

True

59
Q

Someone is an _________ beneficiary if:

a. recognition of a right to performance is appropriate to effectuate the intention of the parties and
b. either the performance of the promise will satisfy the promisee’s obligation to pay money to the beneficiary OR the promisee intends to confer a benefit on the beneficiary.

A

intended;

60
Q

If a promisee is conferring a benefit on a third party in order to satisfy a prior obligation, the beneficiary is referred to as a __________ beneficiary.

A

creditor

61
Q

If the promisee merely intends to confer a gift, the third party is referred to as a ______ beneficiary.

A

donee

62
Q

A person who is not an intended beneficiary is an ___________ beneficiary and has no right to enforce a contract.

A

incidental

63
Q

Once a beneficiary’s rights ___, the promisee and promisor cannot modify or terminate the contract without the beneficiary’s consent.

A

vest

64
Q

A ___________’s rights vest when they:

a. manifest their assent to the contract
b. brings suit to enforce the contract or
c. materially changes her position in justifiable reliance on the contract.

A

beneficiary’s

65
Q

One a beneficiary rights have vested, they have an _____________ claim against the promisor and may sue the promisor directly to enforce the contract. If they are a donee beneficiary, then they do not have an enforceable claim against the promisee.

A

enforceable

66
Q

By general rule, the promisee cannot bring an action against the promisor when the contract involves a _____ beneficiary b/c such a beneficiary cannot bring suit against the promisee.

A

donee

67
Q

An _____________ involves a transaction pursuant to which one party transfers her rights under a contract to another. The person who assigns her rights is initially called the _______, but upon assignment becomes the ________. The person to whom the right is assigned to is called an ________. The final party is the obligor, signaling her obligation to the assignee.

A

assignment; obligee; assignor; assignee

68
Q

If a contract states that assignments are prohibited, the statement is construed only as a prohibition against delegation, and thus does not prohibit assignments. Instead, and assignment will be valid unless the contract specifically states that assignments are ____.

A

void

69
Q

Similar to a beneficiary, an assignee has an enforceable right against the obligor because she is considered the real _____ of _______.

A

party of interest

70
Q

Revocability relates to situation when an assignment can be taken away from the _______. An assignment that is not supported by consideration is ________ and such an assignment is referred to as a gratuitous assignment.

A

assignee; revocable

71
Q

An assignment that is revocable may be _________ by:

a. the assignor’s death or bankruptcy
b. a subsequent assignment of the same right to another party
c. notice of revocation from the assignor to either the assignee or the obligor, or
d. the assignor’s acceptance of performance from obligor.

A

terminated

72
Q

When a person transfers a duty, it is called _________. The difference from an assignment is that this transfers a duty and not a _____.

A

delegation; right

73
Q

A person who delegates their duty under and agreement is initially called the ______. After the delegation becomes the _________. The person who assumes the duty is referred to as the _________, while the other party to whom performance is owed is called the ________.

A

obligor; delegator; delegate; obligee

74
Q

When a contract is delegated, the obligee must accept performance from the ________. Unless the ______ agrees to release them from liability, the delegator remains liable under the contract until the delegate has performed.

A

delegate; obligee

75
Q

True/False: Some duties cannot be delegated.

A

True

76
Q

Duties that involve some _______ ______ or _____ or that would materially change the obligor’s expectancy under the contract may not be delegated. Only exception is if the obligor _______ to the delegation.

A

personal service or skill; consents

77
Q

True/False: As a general rule, oral contracts are not valid and enforceable.

A

False, they are valid; However certain agreements are not enforceable unless they are in writing and signed by the party to be bound.

78
Q

The _________ of Frauds is a rule referring to circumstances where agreements must be in writing and when oral agreements will be _______________.

A

Statute; unenforceable

79
Q

6 basic agreements that are covered by the Statute of Frauds:

  1. A promise by and executor or administrator to pay the estate’s debts.
  2. A promise to pay the debt of another, referred to as a _______ promise. Ex. “If you build X a pool house and he does not pay for it, I will”
  3. A promise made in consideration of _________.
  4. A promise for the sale of land or creating an interest in land. Includes leases and easements for [more/less] than a year, and mortgages or other security interests in land.
  5. A promise that by its terms cannot be performed/completed within one year from when the contract was entered.
  6. Contracts for the sale of goods for the price of ______ or more.
A

surety; marriage; more; $500

80
Q

In order for a written contract to be sufficient under the Statute of Frauds, it must:

a. reasonably identify the _______ _______ of the contract
b. contain enough information to indicate that a _______ has been formed
c. state with reasonable certainty the essential terms of contract (identify the parties, terms and conditions of the exchange)
d. must be ________

A

subject matter;contract; signed

81
Q

There are exceptions to the writing requirement in the Statute of Frauds - they are treated as taking the contract “___ of the Statute of Frauds.”

a. If a party admits in court that a contract was made, the contract is ______________ against the other party to the extent of ____________.
b. Performance can take a contract out of the statute of frauds - For goods, if payment has been made and accepted goods are delivered, then the contract is enforceable to the extent of such payment or delivery.
c. Courts also will use the doctrine of ___________ _______ to take a contract out of Statute of Frauds.

A

out; enforceable; admission; promissory estoppel

82
Q

The elements of _________ ________ are that:
a. a promise is made where there is a reasonable expectation of some action or forbearance
b. the promise induces justifiable reliance
c. enforcement is necessary to prevent injustice.
In the context of Statute of Frauds, the doctrine is applied when one party justifiably _______ on the oral promise of another party, and as a results suffers some _________.

A

promissory estoppel; relies; detriment