contract

Question 1

Contract theme

Answer 1

Applicable law contract formation Perol evidence rule Statute of fraud Condition Perfect tender warranties

Question 2

what if the both party breach the contract under common law

Answer 2

THe other party will be relieved of performance if the other party materially breach the contract. A material breach occurs when the party does not render substantial performance.

A minor breach does not relieve the non breachinf party of their duty to perform although they can sue for damages(Even there is no time of essential clause, breaching party is liable!). / In order to discharge the other party’s obligation to perform its obligations, there must be a material breach.

the promisor’s duty to perform serves as a condition precedent to the other party’s duty to perform

Question 3

what is the standard to deter mine whether a breach is minor or material

Answer 3

If the contract specifies the time is of essence, not performing on due date will be material breach. A court will consider the extent of performance the hardship to the breaching party the adequacy ofcompensation, and the additional work needed to fulfil the promise.

Question 4

performance the UCC requires

Answer 4

The UCC requires that foods be perfectly tendered meaning that foods must conform to the contract and have no defects and be delivered timely

Question 5

course of performance

Answer 5

is a pattern in the performance of the contract.

any course of performance accepted to without objection is relevant to the meaning of the agreement and

can be introduced to explain or supplement writtern contract for the sale of goods as long as the evidence doesn”t expressly negate the express terms in the written contract

Question 6

A course of dealing

Answer 6

is a sequence of previous conduct between the parties to particular transaction which establishes a common basis of understanding for interepreting their expressions and contract

Question 7

Applicable law

Answer 7

Uniform Commercial Code applies to the sale of goods The common law governs all other contracts. Good is tangible movable item Here , M contracted with D to purchase a bait mate cooler,which is a tangible movable good, for 5500. Since the B is a tangible good,the UCC will govern the contract.

Question 8

UCC merchant is

Answer 8

A merchant is a person who regularly deals in the kinds of goods sold.

Question 9

UCC merchant is 3 merchant rule

1 between merchants ,

2 firm offer rule

3 between merchants , co—– rule

Answer 9

A merchant is a person who regularly deals in the kinds of goods sold. firm offer rule additional term SOD

1 Between merchants, an additional terms will be a part of contract unless it materially alters it the offer or objects within a reasonable time or the offer limits acceptance to the terms of the offer

2 An offer by a merchant for the sales of goods contains in signed writing affirming it it irrevocable, for the time stated in the offer will be irrevocable for three month. If the 3 month period lapses, then the offer can be revoked anytime before acceptance.

3 Confirmatory rule

if one party sends a written confrmation

that bind the sender to the other party

within a reasonable time after an oral understanding has been reached

it will satisfy the SOD requirements against the recipient as well

if the recipient failed to object to the memo”s contents in writing within 10days of when the memo was received.

Under UCC courts liberally construe Party’s initial or company’s letterhead

satisfied a signiture requirement

Question 10

IF the fact does not distiguish offer and acceptance..

short version for

Answer 10

A valid contract requires an mutual consent to enter an agreement and consideration(a bargained fo

Here …Here ,the fact indigacte that A and B entered into a written agreement, whereby both manifested consent to be bound the terms of the contract.Thus, first two elements are present. Additionaly , ,,, there is consideration.

Therefore there is a valid contract formed between A and B

Parties to a contract must manifest mutual assent to be parties to the contract. This is typically shown through offer and acceptance. Here, there are no facts regarding a traditional offer and acceptance between Barn (through its president, Ed) and S. Instead, after discussing the terms, the parties entered into a “mutually drafted” handwritten contract that states “Sam shall paint a unique design along the entire ceiling border of all public areas of the first-floor lobby. Barn shall pay $75,000 upon completion of the work.” This is likely enough to show mutual assent between the parties and, thus, this element is satisfied

Question 11

For the contract to be valid there are…

If there is only agreement in the fact…

Answer 11

A valid contract requires an offer(present intent to undertake contract), acceptance(mirror image of the offer) and consideration(a bargained for exchange).

• Here …A offerred to sell B# for # which B accepted by D A promised to give up @ in exchange for B. Thus there has been valid contract*
• Here there are no fact regarding traditional offer and acceptance,instead the parties entered into contract that states ,,,this is likely to enough to show there are offer and acceptance.*

formation # @ if question said contract is valid you should skip Here “ entered valid written contract” the all requirements seems to be met.

Question 12

offer

Answer 12

manifestation of intent to undertake a promise An offer is valid if it has definite and certain terms that were communicated to the offeree.

Under the UCC no price requirement (different from real property)

Question 13

Advertisement

Advertisement can be offer if

Answer 13

generally advertisement is not offer but invitations to make an offer.

Advertisement can be offer

if it is in the nature of a reward.(100 pound reward to anyone who chatches the flu)

if it specifies quantity and expressly indicates who can accept

(1 fur court $10 first come first served)

Question 14

revocation is directly indirectly

Answer 14

Revocation is a statment by the offeror that she terminates the offer.

the offer is revoked by

1) unambiguous statement by offeror to offeree
2) unambiguous conduct by offeror indicating

unwilling ness to contract that offeree is aware of

Question 15

A valid same of land contract requires

Answer 15

A valid sale of land contract must be lists

the price and the description of the property, as well as the parties to the contract.

Question 16

UCC’s firm offer rule

Answer 16

An offer by a merchant for the sales of goods contains in signed writing affirming it it irrevocable, for the time stated in the offer will be irrevocable for three month. If the 3 month period lapses, then the offer can be revoked anytime before acceptance.

Question 17

Acceptance

Answer 17

Acceptance is a consent to the exact terms of the offeror

Question 18

Acceptance under the common law must be

Answer 18

Under the common law, acceptance must be the mirror image of the terms of the offer any additional statements will be deemed as a counter offer and the original offer will no longer be open for acceptance.

Question 19

rejection

Don’t forget

Answer 19

rejection is a statement by the offeree that she does not intend to accept the offer.

Don’t forget implied warranty of merchantability

Question 20

Consideration is Even if there is no consideration the contract may be enforceable when

Answer 20

is a bargained for exchange of legal benefits or legal detriments. Here, A agreed to @, B agree to pay A for @. they each are suffering a detriment to go through with the promise made to each other. That shall be deemed as valid consideration. Even if there is no consideration the contract may be enforceable when if a promissor should be estopped from not performing. If there is actual, foreseeable and detrimental reliance and injustice can only be avoided by enforcement of the promise

Question 21

mailbox rule offer acceptance rejection

Answer 21

Acceptance is effective on Notice of rejection is effectice un receipt

Question 22

generally cannot be a consideration for a new agreement

Answer 22

The pre-existing duty rule holds that a promise to do what a party is already obligated to do is not consideration for a new agreement.

Question 23

Parole Evidence

Answer 23

Parole evidence rule bars a court from admitting extrinsic evidence that contradicts, modifies the terms of earlier completely integrated writing.

1 Here the contract did not contain a merger clause, ## , meaning that this writing was a partially integrated. A partial integrattion may be supplemented(but not contradicted) to prove consistent additional terms

2 However The court will allow parole evidence to prove (MoF In concl ), later modification,formation of defense,interpretation of term ,failure of condition precedent, clerical errors

However, it does not bar extrinsic evidence offered to aid in the interpretation of existing terms.

% The fact that the writing is only two sentences long and does not contain a merger clause suggests that the memo was only partially integrated and therefore

Question 24

parol evidence rule exception contract may be supplemented by evidence of

Answer 24

consistent additional terms 1) course of performance 2)course of dealing and 3)trade usage

Question 25

If you don't have time to write all the exceptions

Answer 25

(((One exception to this rule is where1 ) 2) 3)

Question 26

The exceptions to the pre-existing duty rule

Answer 26

The exceptions to this agreement are 1) addition in performance 2)third party promise to pay 3) unforeseen difficulty so severe as to excuse performance

Question 27

Modification requires don't forget 1 writing 2 pre 3 model!

Answer 27

under common law Modification **requires additional consideration.** Under The Pre existing duty rule that a party is already contracutually or otherwise obligated to do is not considerataion for a newagreement unless 1) a third party will perform the obligation, 2) unforeseen circumstances occured 3) there is a changei in the amount of type of performance. under UCC, _new consideration is not required to_ modify sale of goods contract unless the modifying agreement is not done in a **good faith**

Question 28

Provisions requiring that all modifications be in writing are

Answer 28

Under common law, K provisions requiring that all modifications be in writing are not effective. (Don't forget SOD ) Under UCC, K provisions requiring written modifications are effective unless waived

Question 29

A breach of a contract occurs when

Answer 29

a party does not perform in accordance with the contract. A party may also infer a breach from an anticipatory repudiation and sue for damages.

Question 30

Performance under the UCC

Answer 30

UCC requires perfect tender which means the delivery and condition of the goods must be exactly as promised ! Don't forget breach of implied warranty of merchantability!

Question 31

Right to cure

Answer 31

UCC requires the party to tender goods perfectly as required by the contract. However the seller has a right to cure within the time of performance on giving notice to the buyer.

Question 32

Performance under the common law

Answer 32

Common law **requires _substantial_ performance.** Where the sale contract does not indicate that time is of the essence a buyer will not be able to rescind or seek damages until that reasonable time has passed.

Question 33

A breach of a contract is

Answer 33

A breach of a contract is refusal to perform as promised prior to time of performance. The non breaching party would be excused from performance and may can or damages.

Question 34

The place of delivery and the payment due under the UCC

Answer 34

Unless the contract specifies otherwise, the place of delivery is the seller's place of business. And the payment is due at the time and place where the buyer is to receive the goods. Tender is effected when the seller makes conforming goods available for buyer'snand gives the buyer notice.

Question 35

Excuse because of non occurrence of an expressed condition

Answer 35

if express condition does not occur all remaining **contract obligations are excused.** **Occurrence of condition is eliminated** if there is a waiver or estoppel, prevention ,avoidance of forfeiture.

Question 36

impossibility is a Q if the duty of one party is excused by impossibility the other party's contractual duties will

Answer 36

impossibility is a defense to contract when the performance of the contract is **objectively i**mpossible to perform due to **unforeseeable event** based on \>\>objective \< A also be discharged. because the promisor's duty to perform serves as a **_condition precedent to_** the other party's duty to perform

Question 37

Impracticability is

Answer 37

Impracticability is a defense to contract when the performance of the contract is \>\>**extremely _and unreasonably_** difficult\<\< an _non occurrence was a basic assumption_ of the parties when they entered into the contract. The court historically have been unwilling to excuse performance under a contract due to the increased cost in performance **A less than 50 percent increase** in cost may not meet the standard

Question 38

Frustration of purpose is

Answer 38

Frustration of purpose is a defense to contract when the purpose of the contract has become valueless by supervening event not the fault of the party.

Question 39

Anticipatory repudiation is 1) is statement that D would not perform unless P paid D more money for the same work unticipatory repudiation?

Answer 39

an **_unambiguous_** **statement** or conduct indicating that the repudiating party will not perform. Prior to the due date comes Anticipatory repudiation by the one party excuses the other party's duty to perform.(suspend own performance) And non repudiating party will regard this as a breach of contract and can sue immediately. 1) yes

Question 40

not repudiation

Answer 40

it does not state A would not perform but only suggest doubt or only asks price up

Question 41

right to demand assurance(UNDER UCC)

Answer 41

A buyer may demand **_assurance_** from the seller of goods in writing if the party **_reasonably fears (insecurity)_** the other party will not perform. If the proper assurances are not given within a reasonable time (30 days ) he may treated the K as **repudiation.**

Question 42

The second issue is whether P can overcome the SOD by 1) or 2)

Answer 42

Part performance Equitable estoppel requires that the party who seek enforce the contract sho that there is a foreseeable reasonable detrimental reliance on the promise.

Question 43

Statute of fraud exception for dealing of two merchants

Answer 43

Confirmatory rule In contracts between merchants if one party within a reasonable time after an oral understanding has been reached sends a written confrmation to the other party that bind the sender it will satisfy the SOD requirements against the recipient as well if the recipient failed to object to the memo"s contents in writing within 10days of when the memo was received.

Question 44

Statute of fraud requires (if it is unenforceable under the SOD) the second issue is whether P can overcome the SOD defense by 1)2)

Answer 44

Statute of fraud requires that certain contracts to be in writing or full performance to be enforceable. Writing must be signed !by the party ((((against whom enforcement is sought.))) Under UCC a writing must contain essential terms such as quantity there is exception for dealing with two merchants the second issue is whether P can overcome the SOD defense by 1)part performance or 2)equitable estoppel

Question 45

Common law requires a writing if the contract pertains to (#####)

Answer 45

l property, service that cannot be performed within 1 year, surety contract.(MYLEDS)

Question 46

SOD for land contract

Answer 46

The statute of frauds requires a contract for real estate to be made in writing signed by the party to be charged sufficiently describe the percel, price and parties to the sale if not any two of the following will suffice (1)payment (2)improvement(3)possession

Question 47

SOD exception Under the common law Under the UCC

Answer 47

SOD is satisfied by **full performance** of **the service K** SOD is satisfied 1) where one party has partially performed the agreement ( **tothe extent of the partial performance**) 2) where the contract is for especially manufactured good and the **substantial perforamance has began** 3) equitable estoppel applies there is reasonable detrimental and foreseeable reliance on the contract and the enforcement is necessary to avoid injustice. (consideration ha promissory estoppel) 4) a merchants' confirmatory memo

Question 48

Mutual mistake

Answer 48

Don"t forget reformation A mutual mistake is when the contract is a mistake 1) The mistake must concern **_a basic assumption_** and 2) have a _material effect_ on the agreement. 3)the party seeking discharge did not assume the risk of the mistake First Second Finally the party seeking discharge did not assume the risk because there was no reason to believe that ... ((( because all of the elements of the mutual mistake are satisfied ))) market condition or financial abiliy are not considered assumptions that are basic to the contract. it must be a mistake not uncertainty

Question 49

The contract is voidable when

Answer 49

1) party made an intentional misrepresentation(make a false statement) of material fact 2) intended to induce and 3) the did justifiably induce the plaintif 4) and the plaintiff suffered damages.

Question 50

Unilateral mistake　 (misrepresentation, unclean hand とセット　頻出！）

Answer 50

**the contract is voidable** by mistaken party If the other party **knew or had reason to know** of the other party's mistaken on **a material fact of the contract.**

Question 51

UNCLEANHAND

Answer 51

Unclean hand is a equitable defense that prevents the court from granting remedies when the party who seeking remedies had exercised misconduct in the transaction.

Question 52

damages

Answer 52

Damages Damages include (1) expectation damages, (2) consequential damages, (3) incidental (reliance) damages and (4)restitution.(A breaching party may be able to seek restitutionary damages if he has substantially peformed.) To be recoverable,damages must be 1caused by the breach 2certain ;;;cannot recover general damages and 3 foreseeable at the time of the contract was formed and 4 plaintiff must take reasonable steps to mitigate the damages. 見出しをつけること specific performance にも触れる

Question 53

Reliance (incidental) damages are

Answer 53

which **cover the ordinary expenses the non-breaching party may have incurred** Reliance damages put the party in the place they would be **if the contract had never been performed at all.** ex, expenses to inspect foods, ship back nonconforming goods,or to warehouse nonconforming goods *Here, S is not claiming anything that coul be considered incidental damages, so he will not recover those* If the courts finds that there was a contract that was not enforceable *Here, it is unclear any specific incidental damages Percy may collect, but he will be able to collect any that do exist*

Question 54

expectation damages The genral formula for expectation damages is the difference between plus plus less

Answer 54

If the courts finds that there was a contract that was not enforceable Expectation damages is designed to place the party in the place they would be if the contract had been performed. Usually measured by the difference between _the contract price and the market price_ service the difference between amount of price or the amount to bepaid fora service under the contract and the amount of replacing (the market price) plus any incidental damages plus any foreseeable consequential damages, _less any amount saved by the non breaching party._ * here, the D has a strong argument.* * If he wants to collect more in the absence of specific performance he couldd possibly argue under a restitution theory.*

Question 55

consequen**_tial_** damages

Answer 55

Consequential damages are damages **specific to a _particular plantiff_**. To recover for consequential damages , the damages must be **forseeable _at the time of contract formation._** *Here,P is not claiming anything that could be considered consequential damages so he will not recover for these* : *P may have a claim for the $30,000 in lost profits from the deal with Tammy, but again _these damages likely may be considered **too speculative since** the parties were only in the negotiations stage._*

Question 56

Damage rule for sales of goods

Answer 56

under UCC, when a seller breaches a buyer is entitled to either the cost of cover minus the contract price or the cost of the replacement goods minus the contract price # thus M would be entitled to the difference between @@ and the contract price .

Question 57

Restitution is Even A breaching party may be able to seek ...

Answer 57

Restitution is a equitable remedy to prevent a party from being unjustly enriched **at the expense of another.** A breaching party may be able to seek restitutiona**_ry_** damages if he has substantially peformed.

Question 58

Specific performance

Answer 58

Specific performance Specific performance is an equitable remedy requiring the following ( Cha Cha is my favorite Dance) 1 There is valid **c**ontract 2 The contract **c**onditions of plaintiff are satisfied *Here, Barn will need to show that it is willing and ready to pay the $75,000 required under the contract for S's performance. There is no indication in the facts that it is not able to do so;引換給付* 3 the legal remedies are **i**nadequate 4 **f**easivle to enforce *_Negative injunctions_ where a party is prohibited from doing something are easy for a court to enforce. Affirmative mandates are _harder to monitor and supervise_ Also parties are not usually entitled to specific performance when the contract is f_or personal services._* 6 no **d**efense don't forget LUFI Legal remedies is inadequte if (MIDI) **M**oney damages inadequate **I**rreparable injury (loss of unique property) **D**amages highly speculative (damages are diffficult to asses) **M**uttiplicity of suits (wrong is continuous) this is satisfied if the subject of the contract is in someway unique Land always meets this test. the court won”t grant if enforcement is difficulat to manage such as requring specific performance **of service contract**. Here A will argue that real property is always unique and therefor damages would be inadequite It would be feasible for the courts to make **sure the property is conveyed** #Since the payment of money is not unique, unless there is an indication that Ben is insolvent, there is a perfectly adequate legal remedy in compensatory damages

Question 59

Rescission verb?

Answer 59

rescission is a equitable remedy where the contract is **rescinded** due to misrepresentation, fraud ,or, mutual mistake or where the contract is materially breached. As it is equitable remedy lache and uncleangand will be defenses.

Question 60

Assurance

Answer 60

when reasonable grounds for insecurity arise with respect to the other partys performance, the other may make a written demand for adequate assurances of performance and suspend own performance if commerdially reasonable failure to respond to justified demand for assurances is a repudiation of the contract

Question 61

if the painter terminates the contract to paint 3 barns without paintint the third barn, what is painter entitled to recover

Answer 61

Painter may recover in restitution for the reasonable value of painters services in pianting the two barns less P's damages if any for P's failure to paint the third barn.

Question 62

Accord

Answer 62

**A promise to settle a claim may be consideration** to support a return promise so long as a there is **_a good faith dispute**_ over the validity of the claim_**._** when the D cashed the check marked Payment in full He implicitly accepted the accord(the offer to settle for $1800 in exchange for ##)

Question 63

volume sellers are

Answer 63

Volume sellers who **always have enough product to sell.** A volume seller can recover **the profit it would have earned**

Question 64

assignment is

Answer 64

Assignment is to transfer one party's right and /or duties under the contract to a third party. assignor assignee obligor Under the UCC, a third party may perform his duty through a delegate unless otherwise agreed ro unless the other party has a substantial interest in having his original promisor perform the acts required by the contract either seller or buyer can be assigned except where the assignment would materially change the duty of the other party, or increase materially the burden or risk imposed on him by his contract, or impair materially his chance of obtaining return performance.

Question 65

A Deligation is

Answer 65

A deligation is to transfer the duty to perform under a contract to the third party. The one who delegates is the deligator. The duty requiring the personal judgement and skill is nondeligable. The deligation does not discharge the original party's duty without novation. (The obligee becomes an intended beneficiary of the contract between the obligor and the delegatee)

Question 66

misrepresentation can be used as.. Tort?

Answer 66

misrepresentation can be used eigher as a defense against enforcement by the defendant or as frounds for rescission or damages by a plaintiff. the party claiming misreparesentation must show the 1) false statement _of matreial fact to_ induce the contract 2) actual reliance 3) damages intentional misrepresentation requires 1) false statement of fact 2) made with the intent to the other rely on it 3) the other actuarly rely on it.

Question 67

what does actress who was hospitalized with coronavirus for a week and was refused to accept her servise after she has recovered?

Answer 67

distiguish whether P can assert defense against enforcement by the P (impossibility) and whether P can seek damages based on D's breach of duty (whether her failure to perform for a week was a material failure to discharge the agent's duty to perform.

Question 68

if the contract prohibit assignment/

Answer 68

Assignment of contractual rights are effective even if the contract prohitis it unless the clause states the assignments are void or if the assignee had notice of the assignment, or contract is not assignable((((neither of which are present here.)))) the contract is not assigneable if assignment would materially change the duty of the obligor increase the obligors burden of the risk or impair the chance of the obligor receiving fhe performance it bargaind for ((( whic are also not present here)))

Question 69

what is the type of sales contract that obligate the buyer to purchase all of its requirements of a good from the seller ?

Answer 69

**a requirements contract** A shut down by a buyer due to lackof orders or market condition meets the good faith standard

Question 70

third party beneficiary

Answer 70

A third party acquires standing to enforce a promise only if that party is an intended beneficiary of the promise. A party will be an intended beneficiary where

Question 71

expression to show there are no relation

Answer 71

A had nothing to do with B

Question 72

A condition precedernt to performance is ... A court will consider ... to determine whether ...

Answer 72

A condition precedent to performance is **_a term in the agreement_** that _must be satisfied_ strictly _in order for the party’s performance to be due._ A court will consider the intent of the parties in order to determine whether a clause at issue is a condition or a promis because *there is no express language and because the courts do favor promises over conditions because of the strict compliance requirement of conditions,* this will likely be found to be an enforcement of the promise in the agreement and therefore not parol evidence to contradict the terms.

Question 73

defense

Answer 73

**L**ack of consideration **i**ncapacity **s**od **il**legality s*ubject matter is illegal or know the purpose is illegal* **P**ublic policy *the court can refuse to enforce K because of PP* **M**isrepresentation *false assertion of fact induced eh K* **non**disclosure *nondisclosure that is wrongful* **Du**ress *economic duress improper threat no reasonable alternative* **Mis**take of fact *mutual mistake of material fact* *unilateral had reason to know* **Un**cons**cio**nability *unfair suprise oppresive term* **Am**biugity *material term opent two at least 2 meaning different meaning neither party knows*

Question 74

expression Here, I has strong aeguments for application of this defense P would argue that even if it cannnot etablish the misrepresentation discussed above, it can establish mutual mistake

Question 75

Unde the UCC as offer for the sale of goods can be accepted by or

Answer 75

Unde the UCC as offer for the sale of goods can be accepted by promising to ship or shipping the goods

Question 76

tips * Builder likely has the stronger argument on these facts* * This is somewhat of a stretch of an argument. It depends on whether Builder actually had diesel as a basic assumption of the contract, and whether either side assumed the risk.* * some times both damages is described* On the other hand, if the court finds that Best breached the contract, then it will be liable to Stan for expectation damages

Answer 76

先に signed _valid contract_ が入っていないか確認する　軽くなる anticipatory repudiation となる言葉がないか 当事者の解釈をもめていたらparol anti parol この二つは落としやすい

Question 77

whther there is partial or complete ingtegration

Answer 77

*Although the existence or lack of a merger clause is not the sole factor in this analysis, it is a substantial one. Additionally, the brevity and lack of formality of the agreement (being handwritten) also support that this is merely a partial integration.*

Question 78

misrepresentation Distinguish from intentional misrepresentation and criminal false pretense

Answer 78

The contract is unenforcable if there is a false statement of material fact that induce contract . I_ntentional misrepresentation_ a false statement of material fact that induce the contract _with intent to induce reliance_ D actually rely on it causation damages _False pretense require_s obtaining title to personal property of another by an **intentional** false statement of past or existing fact with intent to defraud.

Question 79

nondisclosure is

Answer 79

The contract is unenforceable if there is nondisclosure that **_is wrongful_**

Question 80

For a revocation by indirect communicatiothe offeree must indirectly receive:n to terminate the offer,

Answer 80

For a revocation by indirect communication to terminate the offer, the offeree must indirectly receive: (i) correct information; (ii) from a reliable source; (iii) of acts of the offeror that would indicate to a reasonable person that the offeror no longer wishes to make the offer

Question 81

For a personal service contract,()will discharge the duty to perform

Answer 81

t. For a personal service contract, death or physical incapacity of the person necessary to perform according to the contract will discharge the duty to perform