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common law Flashcards

1
Q

What is the preliminary question to determine if common law applies?

A

Does the common law apply to this transaction?

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2
Q

What are the elements to determine if there is a contract?

A
  • Has there been an offer? * Has the offer been accepted? * Has the power to accept the offer terminated? * Is there consideration for the promise? * Is the contract definite enough to be enforced?
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3
Q

What distinguishes an offer from negotiations?

A

Negotiations, price quotes, requests for information, solicitations of offers, jokes, opinions, and social invitations

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4
Q

What are the ways the power to accept an offer can be terminated?

A
  • Lapse * Death of offeror/offeree * Revocation * Rejection
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5
Q

What is consideration in contract law?

A

A benefit or value exchanged in a contract, distinguishing enforceable promises from moral obligations.

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6
Q

What is promissory estoppel?

A

A legal principle that enforces a promise even without consideration if the promisee relied on it.

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7
Q

What are the alternative ways for an injured party to recover if there is no contract?

A
  • Reliance * Quasi-contract
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8
Q

What does the Statute of Frauds require?

A

Certain contracts must be in writing and signed to be enforceable.

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9
Q

What are the exceptions to the Statute of Frauds?

A

Situations where contracts are enforceable without being in writing, such as partial performance.

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10
Q

What is a mutual mistake in contract law?

A

A situation where both parties have a misunderstanding about a basic fact of the contract.

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11
Q

What is the Parol Evidence Rule?

A

A rule that excludes evidence of prior or contemporaneous negotiations that contradict the written contract.

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12
Q

What is an ambiguous contract term?

A

A term that can be understood in more than one way, requiring interpretation.

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13
Q

What is the duty of good faith and fair dealing?

A

An obligation for parties to act honestly and fairly in the performance of their contractual duties.

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14
Q

In which case did ETS breach the covenant of good faith and fair dealing?

A

Dalton v. Educational Testing Service

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15
Q

What is a requirements contract?

A

A contract where the buyer agrees to purchase all their needs from the seller.

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16
Q

What characterizes a divisible contract?

A

A contract that can be broken down into smaller, independent parts or installments.

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17
Q

What is a constructive condition precedent?

A

A condition where one party’s promise is contingent upon the prior performance of the other party.

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18
Q

What is the definition of a condition in contract law according to RS(2d) Section 224?

A

An event that must occur before performance under a contract becomes due.

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19
Q

What is ‘bad faith’ in the context of good faith and fair dealing?

A

Actions that evade the spirit of the deal, such as deliberately rendering imperfect performance.

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20
Q

What is trade usage?

A

Any practice or method of dealing that is regularly observed in a place, vocation, or trade.

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21
Q

What is a course of dealing?

A

A sequence of conduct concerning previous transactions between the parties that establishes a common understanding.

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22
Q

What is the hierarchy of terms according to UCC 1-303?

A
  • Express terms * Course of performance * Course of dealing * Trade usage
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23
Q

What does substantial performance mean in contract law?

A

A legal doctrine allowing a party to fulfill a contract’s requirements to a significant degree, rather than strict compliance.

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24
Q

What is the consequence of the non-occurrence of a condition according to RS(2d) Section 225?

A

The duty to perform does not trigger unless the condition occurs or its non-occurrence is excused.

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25
What is a divisible contract?
A contract that can be broken down into smaller, independent parts or installments, each of which can be performed and enforced independently.
26
What are the characteristics of a divisible contract?
* Individuality of Parts * Independent Performance * Independent Enforcement * Separate Consideration
27
What was the issue in Gill v. Johnstown Lumber?
Was the contract entire or severable?
28
What was the holding in Gill v. Johnstown Lumber?
Severable. Gill must be paid for the logs and cross-ties that arrived at the destination.
29
What rule applies when parties do not agree to progress payments in Stewart v. Newbury?
A contractor’s entire performance is a constructive condition precedent to payment.
30
True or False: Willful breach may preclude a finding of substantial performance.
True
31
What are the principles that apply if a contract condition is not met?
* Waiver * Estoppel * Election
32
What is explicit waiver?
A party can explicitly waive a contract condition through a written or verbal agreement.
33
What is promissory estoppel?
Prevents a party from withdrawing a promise made if the other party relied on that promise to their detriment.
34
When one party commits a material breach, what options are available to the injured party?
* Terminate the contract * Seek damages * Request specific performance * Pursue injunctive relief * Restructure the contract * Sue for damages * Quantum meruit
35
What is anticipatory repudiation?
One party indicates to the other that they cannot or will not perform their obligations under the contract.
36
What options does the injured party have in response to anticipatory repudiation?
* Terminate the contract and seek damages * Affirm the contract and demand performance * Seek specific performance * Rescission and restitution * Use alternative dispute resolution
37
What is the significance of RS(2d) § 243(2)?
It establishes when a breach by non-performance warrants a total breach claim based on substantial impairment of contract value.
38
What does RS(2d) § 250 define?
Repudiation as a statement or action indicating a party's intent not to perform their obligations under the contract.
39
Fill in the blank: A material breach allows the injured party to _______.
terminate the contract and be released from further obligations
40
What does the injured party need to do to mitigate damages?
Take reasonable steps to minimize losses.
41
What is the effect of a party's actions creating a representation that a condition will not be enforced?
Waiver by estoppel
42
What are the possible remedies for an injured party if a party repudiates a contract?
* Termination and damages * Demand performance * Specific performance * Rescission and restitution * Alternative dispute resolution
43
What is quantum meruit?
A claim for the value of work already done when the breaching party has partially performed.
44
What must the injured party demonstrate to recover damages after a repudiation?
They must prove they would have had the ability to perform had there been no repudiation.
45
True or False: A repudiation at the time of performance is considered a present repudiation.
True
46
What happens if the repudiating party retracts their repudiation?
The contract survives, and the injured party has a claim for damages due to delay.
47
What is the role of the statute of limitations in contract disputes?
Delay in deciding whether to terminate or affirm the contract can affect the injured party's rights.
48
What is the doctrine of equitable election?
It applies when a party has multiple remedies for a breach of contract and must choose one, waiving the others.
49
What sections of the Restatement (Second) of Contracts address breach and discharge related to warranties?
Sections 243(2), 250, 261, 266, 267, 269, 270, and 265 ## Footnote These sections provide a framework for understanding breaches and remedies in the context of warranties.
50
What constitutes impracticability in contract performance?
An event occurs after the contract that makes performance impracticable, is less than impossible, and was a basic assumption of the contract ## Footnote The party seeking discharge must not be at fault or assume the risk of the event.
51
What is the difference between temporary and partial impracticability?
Temporary impracticability suspends performance, while partial impracticability requires the affected party to perform remaining duties if substantial performance is possible ## Footnote In partial impracticability, the affected party may also face restitution claims.
52
What is a force majeure clause?
A contractual clause that allows a party to be discharged from obligations when specified events occur, even if the impracticability doctrine wouldn’t apply ## Footnote Ejusdem generis may apply to interpret generic terms in light of specific terms.
53
What are the five elements for existing impracticability?
* Event makes performance impracticable * Non-existence of the fact was a basic assumption * Party had no reason to know of the fact * Party is not at fault * Party has not assumed the risk of the fact ## Footnote If all elements are met, no duty to perform arises.
54
What are the basic elements that must be met for a warranty to be valid?
* Warranty must be part of the contract * Seller must have authority to make the promise * Buyer must rely on the warranty ## Footnote This applies to both express and implied warranties.
55
How can a warranty be effectively disclaimed?
It must be done clearly and conspicuously, in plain language, and agreed to by the buyer as part of the contract ## Footnote Disclaimers hidden in fine print are generally not enforceable.
56
What is the expectation remedy in contract law?
Damages based on loss in value, other losses, costs avoided, and loss avoided ## Footnote Formula A: Loss in value + Other loss - Cost avoided - Loss avoided = Expectation Damages.
57
What is the formula for calculating expectation damages?
Loss in value + Other loss - Cost avoided - Loss avoided ## Footnote This formula helps determine the financial impact of a breach on the injured party.
58
What does loss in value mean in the context of construction contracts?
Difference in market value or cost of repair/completion ## Footnote Owners may choose the method that maximizes their recovery.
59
In the case of defective or unfinished construction, how can damages be measured?
* Diminution in market price due to breach * Reasonable cost of repair or completion, if not disproportionate ## Footnote This helps determine the compensation owed to the injured party.
60
What is the doctrine of privity of contract?
Only parties to a contract can sue each other for breach ## Footnote There are exceptions, such as when a product harms a third party.
61
True or False: A breach of warranty occurs when the seller fails to deliver on the specific promise made in the warranty.
True ## Footnote This could involve defects in goods or failure to comply with warranty terms.
62
Fill in the blank: If a seller states a car has 'never been in an accident,' this is an example of an _______.
express warranty ## Footnote Implied warranties may also exist based on law or circumstances.
63
What is the measure of damages in Plante v. Jacobs for a misplaced living room wall?
Cost of repair for most items and diminution in value for the misplaced wall ## Footnote Economic waste is a consideration in determining the appropriate measure of damages.
64
What happens if a party's duty to perform is suspended due to temporary impracticability?
The duty is suspended while the impracticability exists, but the party must perform once the impracticability ends ## Footnote If performance after impracticability ends is materially more burdensome, discharge may occur.
65
What was the key issue in Groves v. John Wunder Co. regarding damages?
Whether the trial court erred in applying diminution in value instead of cost of regrading the land ## Footnote The court ruled that the cost of regrading should be awarded.
66
What is the rationale for considering re-grading of prime suburban land?
It may be a prerequisite to further development, even if it has little effect on current market value.
67
What was the main issue in Peevyhouse v. Garland Coal & Mining?
Determining the proper measure of Plaintiffs’ damages after the Defendant breached its promise for restorative work.
68
What was the cost of restorative work in Peevyhouse v. Garland Coal & Mining?
$29,000
69
What was the increase in the farm’s market price had the restorative work been completed in Peevyhouse v. Garland Coal & Mining?
$300
70
What was the court's holding regarding the measure of damages in Peevyhouse v. Garland Coal & Mining?
Diminution in value of $300.
71
What does RS(2d) 344 outline regarding expectation damages?
It calculates the amount needed to put the injured party in the position they would have been in had the contract been performed.
72
What is the focus of RS(2d) 347?
Determining the proper remedy in cases of breach of contract, including expectation damages.
73
What does RS(2d) 348 address?
Remedies that force the breaching party to perform their obligations, like specific performance or an injunction.
74
What does RS(2d) 349 allow for?
Damages that compensate the injured party for expenditures made in reliance on the contract.
75
What limitations on damages are outlined in RS(2d) 373?
Mitigation of damages and the duty to avoid unnecessary harm.
76
What is the initial question regarding warranty existence?
Determining if a warranty exists based on seller affirmations or promises.
77
What is the relevance of privity in breach of warranty claims?
It determines whether the buyer and seller are in a contractual relationship and who can make a claim.
78
What does RS(2d) 347 help determine regarding breach of warranty?
Whether a breach has occurred and the consequences.
79
What remedies are available for breach according to RS(2d) 347 and 348?
Rejection, acceptance, revocation, repair, replacement, or specific performance.
80
What does RS(2d) 349 focus on?
Reliance damages.
81
What issues does RS(2d) 373 address?
Limitations on damages, including notice requirements and proving damages.
82
Fill in the blank: The initial question of warranty existence involves determining if the seller made an _______.
[affirmation, promise, or description]
83
True or False: The court in Peevyhouse v. Garland Coal & Mining awarded the cost of remedial work as damages.
False
84
What example illustrates a breach of warranty with an auto warranty?
A car dealership sells a car with a warranty for the engine to last 100,000 miles.
85
What example illustrates a breach of warranty with a home warranty?
A home seller provides a warranty covering major systems and appliances for a year.
86
What are the key questions regarding damages in breach of warranty claims?
* How should they be calculated? * Is specific performance available? * Does the injured party have any reason to sue for restitution or reliance?
87
What doctrines apply to breach of warranty claims?
* Duty to mitigate (avoidability) * Foreseeability * Certainty
88
What is a liquidated damages clause?
A clause that specifies a predetermined amount of damages in case of a breach.
89
What are the third-party issues that may arise in contracts?
* Are there any third-party beneficiaries? * Did one of the original parties delegate any duties?

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