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Contracts > Common Law and UCC Art. 2 > Flashcards

Common Law and UCC Art. 2 Flashcards

1
Q

Common law

A

General case law, everything except sale of goods

Personal service, employment, real estate

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2
Q

UCC

A

Sale of goods, anything movable

Watch, widget, laptop, car

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3
Q

Mutual Assent

A

Both parties, usually through an offer and acceptance, communicate a present commitment.

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4
Q

Lucy v. Zehmer

A

Claimed it was a joke, the court viewed it objectively from what a reasonable person would think that an offer/acceptance/contract was formed. Court held that it didn’t matter if it was a joke a reasonable person would see it as an offer.

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5
Q

Offer

A 
Q: quantity
T: time for performance
P: parties of the contract
P: price 
P: place for performance
S: subject matter
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6
Q

Special Offer Rules

A

Advertisements are not legally binding

  • unless clear, definite, explicit, and leaves no room for negotiation
  • unless it’s a reward directed with specific language of commitment or some invitation to take action
  • letter of intent is not a contract
  • general contractors request for bids is an invitation for offer, subcontractors’ bids are considered offers
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7
Q

Termination of Offer

A
  1. Death
  2. Lapse of time
    • specified time, reasonable time
  3. Revocation
    • offeror changes mind, indirect from a reliable third-party (see Dickinson v. Dodds)
  4. Rejection
    • saying no, counter-offer, conditional acceptance (I accept but), additional terms
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8
Q

Acceptance

A

Offeree’s manifestation of agreement in the manner invited and in the time required

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9
Q

Are advertisements binding

A

No

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10
Q

Is a letter of intent a contract

A

No

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11
Q

Are subcontractors bids considered offers

A

Yes

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12
Q

Mirror image rule

A

Acceptance must mirror the terms of the offer exactly

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13
Q

Unilateral

A

Promise for performance
Offeror is making promise
Offeree must perform

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14
Q

Bilateral

A

Promise for promise

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15
Q

Option contract

A

Option to hold so the buyer has more time to decide

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16
Q

Is an option contract irrevocable

A

Yes

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17
Q

Under the UCC, If when the first reply is not an acceptance, the offeror turns away in silence, is the offer still open for acceptance

A

No

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18
Q

Is Lapse of time a termination of offer

A

If specified or a reasonable amount of time has passed

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19
Q

Is a counter-offer acceptance or rejection?

A

Rejection of the original offer

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20
Q

Mailbox Rule

A

The moment of acceptance is upon sent not when received

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21
Q

If a buyer sends both rejection and acceptance in the mail, and the rejection arrives first, is there a contract

A

No

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22
Q

If a buyer sends both rejection and acceptance in the mail, and the acceptance arrives first, is there a contract

A

Yes

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23
Q

Does the mailbox rule apply to any options contract?

A

No, it must actually be received

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24
Q

If you specify you want it sent by FedEx but it is sent by UPS, does the mailbox rule apply?

A

No, only accepted upon receipt

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25
Q

Mutual Assent: UCC

Requirements for a firm offer?

A
  1. Offer
  2. By a merchant
  3. In a signed writing
  4. Assuring it will be held open
26
Q

Is an offer under the UCC revocable?

A

No, for times stated up to 3 months or a reasonable time if not stated

27
Q

Under the UCC, if the offer is requesting shipment how may one act through bilateral and unilateral acceptance?

A

Unilateral: accept by prompt shipment of goods

Bilateral: may accept by promise

28
Q

Under the UCC, do additional terms act as an acceptance?

A

Yes, unless expressly conditional

29
Q

Under the UCC, is there still a contract after rejection of additional terms?

A

Yes

30
Q

Under the UCC, in a contract do you need to specify the price in an offer?

A

No

31
Q

Under the UCC, in an offer do you need to specify the quantity?

A

No, you may call for a requirement (all of the widgets)

32
Q

Consideration

A

Bargained for exchange of legal value

33
Q

What is legal value in consideration?

A

Refraining yourself from something, giving away a right to do something in exchange

34
Q

Is nominal consideration sufficient for adequacy of consideration?

A

No

Example: gift house for one cent

35
Q

Is past consideration sufficient for the adequacy of consideration?

A

No

36
Q

Is moral consideration sufficient enough for the adequacy of consideration?

A

No

37
Q

What are exceptions to moral/past consideration?

A
  1. Debt incurred by eduction by child
  2. Debt incurred by infants
  3. Debt incurred by bankruptcy
38
Q

Pre-existing duty rule

A

A promise to do what one is already legally obligated to do is NOT consideration

39
Q

If you promise to do what you’ve already been obligated to do, has consideration been given!

A

No

Example: Alaska fisherman refused to work unless paid more money

40
Q

What are the exceptions to the pre-existing duty rule?

A

Changed circumstances that are:

1. Fair and equitable

41
Q

Illusory promise

A

Not a promise, the speaker has not bound herself to any obligation

Example: I promise to buy your house if I feel like it

42
Q

Under the UCC, what are the exceptions to an illusory promise?

A

Good faith and reasonable

Example: wood v. Lucy, wood uses Lucy’s name he must use it to his best efforts and Lucy wont go use her name somewhere else

43
Q

What makes a promise illusory?

A
  1. Doesn’t restrict the promisor’s future right actions
  2. Gives promise unfettered discretion whether to perform
  3. Doesn’t restrict
44
Q

Are output contracts, such as “I will sell all that I produce for $0.50,” considered illusory?

A

No

45
Q

Intentionalism

A

Specific intent, Heavy reliance on legislative history, “faithful agents” of the legislature

46
Q

Textualism

A

Rely on language, language is precise, whatever the text best shows, will rely on the dictionary,

47
Q

What statutory interpretation does Justice Antonin Scalia follow?

A

Textualism

48
Q

Purposivism

A

What was intended, what the purpose was, gives guidance on issues not anticipated by legislature

49
Q

Why might it be considered unconstitutional for a court to rely on legislative history over the words of the statute itself?

A

The text best shows the compromises reached during the legislative process

50
Q

When would a court use the ordinary meaning of a word?

A

Smith v. US (exchange the MAC-10 for two ounces of cocaine to determine whether this was considered to be the use of the gun)

When referring to the ordinary use of a word, plain meaning,

51
Q

When might a court use the technical meaning of a word?

A

Nix v. Hedden (is a tomato a vegetable or a fruit)

Ordinary would be a vegetable technical would be a fruit to a botanist and linguist. When a word or phrase is not defined in the statute or rule so it must be determined by its context, the rules of grammar, and common usage.

52
Q

Rule of lenity

A

Where there is ambiguity in a criminal statute, doubts are resolved in favor of the defendant

Judges are to adopt the least penal interpretation of an ambiguous criminal or civil statute with a penal component

53
Q

Soft textualists

A

Start with the text of statute

54
Q

When might a soft textualist rely on legislative history over the words of the statute itself?

A

If a statue is ambiguous, is capable of being understood by reasonably well-informed persons in two or more senses

55
Q

Why is Holy Trinity so unpopular?

A

Because the court basically held that someone was not a foreigner even though he was a foreigner. The court tried to insert their own law making based on the spirit of the case.

56
Q

Why does holy trinity still get cited

A

Probably to point out to people who are bringing a case that has no chance because the statute clearly states something and the spirit of the circumstances is not going to change that.

57
Q

Strict new textualists

A

Refuse to look at legislative history

58
Q

Rule against Surplusage

A

The proper interpretation of a statute is the one in which every word has a meaning; nothing is redundant or meaningless

59
Q

What should the court assume when it sees language that looks surplusage?

A
  1. The statute was drafted with care
  2. Each word was the result of thoughtful deliberation
  3. If the legislature had found extra words, it would have remove them during the deliberation process
60
Q

Is Scrivenor’s error an application of intentionalism?

A

Yes

61
Q

Ambiguity

A

Open and broad

62
Q

Vagueness

A

Intentional, leave it to the courts to apply

Contracts (2 decks)

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