Contracts Flashcards
Breach of K: Assignments Rule
A party to a contract may validly assigns if her interest in the benefits of the contract as long as that assignment does not increase the other party to the contract’s obligations excessively.
To be a valid assignment, the assignment must state a present intent to assign. An assignment need not to be in writing, unless there is a Statute of Frauds issue (for example …), Th consent of the other party to the contract is not necessary for a valid assignment.
Breach of K: Intended vs. Incidental Beneficiary Rule
An intended beneficiary may sue for breach of contract on a contract to which they are a beneficiary under certain conditions (knows about the K and assets; learns about the K and sues; learns about the K and relies on it).
An intended beneficiary is one who was an individual the parties of the K wanted to provide with some sort of benefit, and is often written into the K.
An incidental beneficiary is one who just happens, through no purposeful intent of the parties, to benefit under a contract. Cannot sue for breach of K.
Breach of K: Assignments Liability to Pay Rule
Common Law: assignee who paid consideration for the assignment is liable to the obligor (the org party to the K whose performance was contracted for) for breach of duty. Assignor (org party under K who assigned their duty) may be liable under the circumstances because they remain in privity of K with the obligor: they were not completely discharged from the K as they would be if a novation had occurred.
If does not pay consideration and is a gift or gratuitously, the assignee is not liable under the contract.
Contract Formation (UCC)
Contracts for the sale of goods are governed by UCC. A valid K requires offer, acceptance, and consideration. An offer is an outward manifestation that signals that acceptance will conclude the deal. Ads addressed to multiple recipients are generally treated as invitations for offers, rather than offers. Under the UCC, unless the K language or circs unambiguously indicate otherwise, acceptance may be made in any manner and by any medium reasonable under the circ. Consideration is a bargained for exchange
SOF (UCC)
SOF applies to K for the sale of goods of $500 or more. A K that falls within the SOF must be evidenced by a writing signed by the party against whom enforcement is sought.
Doctrine of Anticipatory Breach
The doctrine of anticipatory breach allows a party who can reasonably foresee a breach to demand assurances that the breach will not happen. If a breach is foreseeable, the party asking for assurances is allowed to give notice to the burdened party expressing their concerns for the performance of the contract and demand assurances. If reasonable assurances are not provided, the party anticipating the breach is entitled to mitigate the damages which may include terminating the contract and buying elsewhere.
Adequate assurance
need to be reasonable and adequate, timely. failure to provide assurance constitutes a repudiation of the contract.
Retracting repudiation
A breaching party can retract a repudiation until the nonbreaching party cancels the contract or materially changes his position, indicated by the communication or action to be final.
