Contract Law Midterm Flashcards
Applicable Law
Common Law is the transaction of services, real property, and employment. Uniform Commercial Code is the transaction of goods. Goods is defined as an object that is tangible, movable, and identifiable.
- deals in good
- occupation in goods
- hires an agent or broker that has knowledge in goods
Merchant under the UCC
When there is both goods and real property/services. _________ determines if UCC or Common Law apply.
Predominant Purpose Test
In order for a promise to be enforceable in court, the party must manifest an intent to be legally bound to their promises.
Intent to be legally bound
Any missing term or terms that promise to agree at a later date is not an enforceable promise.
Under intent to be legally bound:
Promise to Agree at a Later Date:
Traditional Common Law
Agreement with missing terms may be enforced if the missing terms can be implied with reasonable certainty.
Under the Intent to be Legally Bound:
Missing Term:
Modern Common Law
there is no problem implying missing terms.
Under intent to be Legally Bound
Missing Term:
UCC
the intent is determined by looking to the external or objective appearance of the parties’ intentions as manifested by their actions.
What would a reasonable person understand the parties’ manifestations to mean?
The objective theory of Contracts
the manifestation of willingness to enter into a bargain.
what elements need to be shown?
Offer
- Commitment Language
a. I will
b. I offer - Contains definite and Certain terms
a. Q-quantity
b. T- time of performance
c. I-identity of Parties
d. P- price
e. S- Subject matter - Communicated to an identified offeree.
They are not considered an offer, unless they invite acceptance without further negotiations.
Advertisements
Acceptance must be within the time given in the offer. If the offer does not state a time then acceptance must be communicated at a reasonable time
Has an offer died?
Lapse
What is a reasonable time to accept an offer?
- In person: when the conversation ends and the parties walk away.
- On the phone: when the call is over
- Email: at midnight.
When the offeror receives from the offeree a refusal of the terms of the offer.
Has an offer died before Acceptance?
Rejection
An offeree’s power of acceptance is terminated when the offeree receives notice that the offeror wants to decline their offer.
Has an offer died before Acceptance?
Revocation
the offeree hears from a third person that the offeror changed his mind and does not want to do the offer
Has an offer died before Acceptance?
Indirect Revocation
reject the original offer and make the offeree now the offeror with new terms.
Has an offer died before Acceptance?
Counteroffer
when someone dies it revokes an offer.
Does the fact of death have to be communicated to the offeree to make it an effective termination of the offer?
What is the only thing that can cancel this term?
Has an offer died before Acceptance?
Death or Incapacity
No
Option Contract
separate contract with only one purpose: to make an offer irrevocable. Death of the optioner will not revoke the offer.
When the offeree gives the offeror something (usually money) to keep the offer open.
Has the offer been kept alive?
Option contract
An offer by a subcontractor that was used by a general contractor to compute bids submitted for a construction job may not be revoked.
Has the offer been kept alive?
Reliance in Construction Contract