Chapter 11 Contract Law Intro Flashcards
Contracts for sale and lease of goods are governed by
UCC (not common law)
Promisor
The one making the promise
Promisee
The one to whom a promise is made
Contract
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 as a duty
Objective theory of contracts
- Intent determines whether a contract has been formed
- Objective theory determines intent
Intent is judged by outward objective facts as interpreted by a reasonable person
Bilateral contract
Offerree accepts by promising to perform
Unilateral contract
Offerree accepts by completing the contract performance
Revocation of unilateral contracts
- Used to be revocable until accepted
- Modern view: not revocable once performance has been substantially undertaken or even when just started
Formal contract
Require special form or method of creation
Negotiable instruments
E.g. checks, drafts, promissory notes, bills of exchange, and certificates of deposit
- A type of formal contract
Letter of credit
Agreement to pay contingent on the purchaser’s receipt of invoices and bills of lading
- A type of formal contract
Bills of lading
Documents evidencing receipt of, and title to, goods shipped
Express contract
The terms of the agreement are fully and explicitly stated in words, oral or written
Implied contract
The conduct of the parties, rather than their words, creates and defines the terms of the contract
Executed contract
A contract that has been fully performed on both sides
Executory contract
A contract that has not been fully performed by the parties
- 一边perform了一边还没有也是executory
Voidable contract
A valid contract but one that can be avoided at the option of one or both of the parties
Ratify
Make valid a voidable contract
Unenforceable contract
A contract that cannot be enforced because of certain legal defenses against it
- Still a valid contract
Void contract
No contract at all
Quasi contract
When there’s no contract, fictional contract that courts can impose on the parties “as if” the parties had entered into an actual contract
Unjust enrichment
Individuals should not be allowed to profit or enrich themselves inequitably at the expense of others
Plain meaning rule
The words—and their plain, ordinary meaning—determine the intent of the parties at the time that they entered into the contract
Face of the instrument
Meaning determined from the written document alone
Extrinsic evidence
Any evidence not contained in the document itself
- Not face of the instrument
- Only considered when ambiguous
Weight of factors when interpreting ambiguous contracts
Express terms > course of performance > course of dealing > custom and usage of trade
