Chapter 11 Contract Law Intro

Question 1

Contracts for sale and lease of goods are governed by

Answer 1

UCC (not common law)

Question 2

Promisor

Answer 2

The one making the promise

Question 3

Promisee

Answer 3

The one to whom a promise is made

Question 4

Contract

Answer 4

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

Question 5

Objective theory of contracts

Answer 5

• 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

Question 6

Bilateral contract

Answer 6

Offerree accepts by promising to perform

Question 7

Unilateral contract

Answer 7

Offerree accepts by completing the contract performance

Question 8

Revocation of unilateral contracts

Answer 8

• Used to be revocable until accepted
• Modern view: not revocable once performance has been substantially undertaken or even when just started

Question 9

Formal contract

Answer 9

Require special form or method of creation

Question 10

Negotiable instruments

Answer 10

E.g. checks, drafts, promissory notes, bills of exchange, and certificates of deposit
- A type of formal contract

Question 11

Letter of credit

Answer 11

Agreement to pay contingent on the purchaser’s receipt of invoices and bills of lading
- A type of formal contract

Question 12

Bills of lading

Answer 12

Documents evidencing receipt of, and title to, goods shipped

Question 13

Express contract

Answer 13

The terms of the agreement are fully and explicitly stated in words, oral or written

Question 14

Implied contract

Answer 14

The conduct of the parties, rather than their words, creates and defines the terms of the contract

Question 15

Executed contract

Answer 15

A contract that has been fully performed on both sides

Question 16

Executory contract

Answer 16

A contract that has not been fully performed by the parties
- 一边perform了一边还没有也是executory

Question 17

Voidable contract

Answer 17

A valid contract but one that can be avoided at the option of one or both of the parties

Question 18

Ratify

Answer 18

Make valid a voidable contract

Question 19

Unenforceable contract

Answer 19

A contract that cannot be enforced because of certain legal defenses against it
- Still a valid contract

Question 20

Void contract

Answer 20

No contract at all

Question 21

Quasi contract

Answer 21

When there’s no contract, fictional contract that courts can impose on the parties “as if” the parties had entered into an actual contract

Question 22

Unjust enrichment

Answer 22

Individuals should not be allowed to profit or enrich themselves inequitably at the expense of others

Question 23

Plain meaning rule

Answer 23

The words—and their plain, ordinary meaning—determine the intent of the parties at the time that they entered into the contract

Question 24

Face of the instrument

Answer 24

Meaning determined from the written document alone

Question 25

Extrinsic evidence

Answer 25

Any evidence not contained in the document itself
- Not face of the instrument
- Only considered when ambiguous

Question 26

Weight of factors when interpreting ambiguous contracts

Answer 26

Express terms > course of performance > course of dealing > custom and usage of trade