Contracts Flashcards
Accord and satisfaction - Creditor/debtor
Only valid when there is a dispute re: validity/amount or payment is of different type than that under og K.
UCC - Written modification clauses
“Parties may prohibit oral modification”
M to non-M –> signed separately
M to M –> binding
Accord vs substitute Ks
Turns on formality
Promise to not bring a claim as consideration
honest belief as to the validity
and there must be a reasonable basis
Promissory Estoppel
i) reasonably expect it to induce action
ii) does induce such action
iii) Injustice
Charitable subscriptions
Enforced under PE but must be written
Voidable K based on unilateral Mistake
1) mistaken party did not bear the risk and
2)
i) unconscionable
ii) The non-mistaken party:
a) Failed to disclose the mistake despite knowing or having a reason to know that the other party was mistaken or having a duty to disclose the fact about which the other party was mistaken; or
b) Caused the mistake
Cure of misrepresentation
- before the deceived party has avoided the contract,
- cured
- then the contract will no longer be voidable
Effect of duress
Physical duress –> void
Other duress –> voidable
PER partial integration
“permitted to introduce supplementary extrinsic evidence (oral or written) of other terms as long as the evidence is consistent with the writing
PER inapplicable situations
- Defenses
- Excuse
- Separate deal
- Condition precedent
- Ambiguity
Buyer right to inspect goods
“inspection may occur at any reasonable time and place and in any reasonable manner”
UCC nonconforming tender in installment K
“buyer may cancel the contract only if the nonconformity substantially impairs the value of the entire contract to the buyer”
Retraction of repudiation
(i) acts in reliance on the repudiation,
(ii) signifies acceptance of the repudiation, or
(iii) commences an action for breach of contract.
Merchant
person who deals in the kind of goods involved in the transaction or
holds himself out as one with special knowledge or skill concerning the practices or goods involved in the transaction
UCC firm offer
- words of firmness
- signed by M
- writing
- 90 day limit
UCC - when new terms control
i) They materially alter the original contract;
ii) The offer expressly limits acceptance to the terms of the offer
iii) “The offeror has already objected to the additional terms or objects within a reasonable time after notice of them was received.”
UCC- SOF exceptions
- Unique goods
- Court admission
- Performance
UCC failure of a source of supply
“Courts will excuse performance when the parties have specifically identified the source in the contract.”
Excerpt From: Themis Bar Review, LLC. “Advanced Sales.” Themis Bar Review, LLC, 2013-03-06T07:00:00+00:00. iBooks.
This material may be protected by copyright.
Adequacy of assurance
Depends on facts of the individual case.
Between merchants, the adequacy of any assurance offered is to be determined according to commercial standards.
After reasonable time not to exceed 30 days =’repudiation
Excerpt From: Themis Bar Review, LLC. “Advanced Sales.” Themis Bar Review, LLC, 2013-03-06T07:00:00+00:00. iBooks.
This material may be protected by copyright.
PER
“the terms in the writing cannot be contradicted by extrinsic evidence of a prior agreement or a contemporaneous oral agreement”
Excerpt From: Themis Bar Review, LLC. “Advanced Sales.” Themis Bar Review, LLC, 2013-03-06T07:00:00+00:00. iBooks.
This material may be protected by copyright.
Tender of delivery
“seller must put and hold conforming goods at the buyer’s disposition for a sufficient time for the buyer to take delivery”
Excerpt From: Themis Bar Review, LLC. “Advanced Sales.” Themis Bar Review, LLC, 2013-03-06T07:00:00+00:00. iBooks.
This material may be protected by copyright.
Shipment Ks - Seller duty
put the goods into the hands of a carrier,
make a reasonable contract for shipment,
promptly tender the shipping documents to the buyer, and promptly notify the buyer of the shipment.
Proper rejection of goods
Notify seller w/n reasonable time
Notify seller of particular defect
