Conduct invalidating consent, perf, breach & discharge Flashcards
Fraud- in execution
rare but consists of a misrepresentation of the actual nature of the contract → void
Fraud- in inducement
intentional misrepresentation of material facts by one party when the other is relying on the misrepresented information → voidable
Fraud Elements
False representation, of a fact, which is material, with knowledge of falsity and intention to deceive, justifiable reliance on the misrepresentation
Negligent Misrepresentation:
without knowledge of the falsity of the representation but made without due care to be truthful
Innocent Misrepresentation:
without knowledge of the falsity of the representation and made due care to be truthful
Econ Loss Doctrine (ELD)
limitation on your right to claim misrepresentation in the formation of a contract involving the sale of goods or real estate if you could sue for breach of contract
Duress
wrongful coercion that induces a person to enter into or modify a contract
Undue influence
unfair persuasion exerted by one person upon another during the bargaining process where the relationship between the parties is one of trust and confidence
(1) Third-party beneficiary contracts
(2) Assignment of contractual rights
(3) Delegation of contractual duties
Privity of contract: only those persons who are parties to a contract can have rights/obligations under it, but there are many exceptions:
3rd party beneficiary contracts
party promises to render a certain performance not to the other party but to a third person (the beneficiary)
Assignment of rights
voluntary transfer to a third party of the rights arising from the contract
Delegation of duties
transfer of a contractual obligation to a third party
Condition
event whose happening or nonhappening affects a duty of performance under a contract
• Can create, extinguish, or limit a contractual duty
Implied in fact Conditions
they are not stated in express language, but they are inferred from the (a) terms of the contract, (b) the nature of the transaction, or (c) the conduct of the parties
Implied in law Conditions
also called “constructive condition” is imposed by the law to accomplish a just and fair result
legal impossibility
a contractual duty is discharged if there is a legal impossibility that causes inability to perform
frustration of purpose
some unanticipated event has occurred as as a result the contract now has no value to one party
commercial impracticability
some unanticipated event has occurred and performing the contract would be extraordinarily difficult and unfair to one party