Contract Basics Flashcards

1
Q

contract definition

A

a promise or set of promises enforced by law

aka a legally enforceable agreement

MA(O+A) + C - D

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2
Q

contract requirements

A
  1. mutual assent
  2. consideration
  3. no defenses to formation
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3
Q

mutual assent

A

(objective) a meeting of the minds
* valid offer and acceptance

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4
Q

consideration

A

a bargained-for exchange of legal value between parties

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5
Q

formation defense effect

A

if there is a valid defense to formation, the k may become
1. void
2. voidable
3. unenforceable

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6
Q

void

A

k never had any legal effect

can NEVER be enforced

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7
Q
A
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8
Q

voidable

A

one or both parties may elect to void the K

aggrieved party may still enforce

eg, infancy, mental incapacity

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9
Q

unenforceable

A

otherwise valid k that is unenforceable b/c a defense applies

eg SoFs

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10
Q

applicable laws

A

common law
OR
UCC Article 2

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11
Q

UCC Article 2

A

governs sales of goods

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12
Q

goods

A

any tangible, movable object

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13
Q

common law

A

applies to everything other than goods

EX: real estate or services

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14
Q

mixed ks

A

ks involving both goods and services

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15
Q

predominant purpose test

A

for mixed ks, the predominant purpose of k dictates applilcable law

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16
Q

predominant purpose exception

A

payments divided between goods and services
- apply UCC to goods part
- apply CL to remainder

17
Q

good faith

A

honesty in fact and the observance of reasonable commercial standards

18
Q

good faith duty

A

duty under both CL and UCC in both formation and enforcement

19
Q

fair dealing duty

A

just CL
NOT UCC

20
Q

breach of good faith

A

breaching party can be deprived of fruits of k

21
Q

express k

A

formed by language (written or oral)

22
Q

implied k

A

formed by conduct

eg, sitting in barber’s chair and getting haircut

23
Q

bilateral k

A

exhange of mutual promises

each party is promisor + promisee

24
Q

unilateral k

A

offer requires performance as the manner of acceptance

25
magic words for unilateral k
"offer...**ONLY BY**" includes reward offer - lost dog - prize or contest
26
quasi-k
implied-in-fact k to avoid unjust enrichment (last resort)
27
unjust enrichment
1. P has **conferred a benefit** to D 2. P **reasonably expects to be paid** 3. D **knowingly accepted** the benefit, and 4. D will be **unjustly enriched** if P is NOT compensated | eg, emergency medical services
28
unjust enrichment award
fair market value NOT k price
29
merchant
1. one who **regularly deals** in goods of kind sold, or 2. holds themselves out as having **special skill or knowledge** as to practices of goods involved NOTE: must be **acting in merchant capacity** ## Footnote first one is standard for implied warranty for merchantability
30
merchant exception
selling for solely personal purchases **eg, a hobby**