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Barbri Review > Contracts > Flashcards

Contracts Flashcards

1
Q

______ protects against unjust enrichment, whenever contract law yield an unfair result. It is an equitable remedy of last resort.

A

Restitution

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2
Q

In a ___________ contract, an offer can only be accepted by ___________

A

(i) unilateral; (ii) performance

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3
Q

An advertisement is not an offer unless there’s a clear _______.

A

Quantity

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4
Q

In a UCC Contract, the court can read in _______, but not in common law.

A

reasonable terms

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5
Q

You must know of an ______ in order to accept it.

A

Offer

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6
Q

A offer will (i) ________ if passes its stated term or if a (ii) _______ _____ has passed.

A

(i) lapse; (ii) reasonable term

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7
Q

Generally, an offer can be _________ at any time before acceptance

A

Revoked

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8
Q

An offeror can directly (i) __________ an offer by expertly telling the offeree. The offeror can also engage in conduct that demonstrates the offer has been (ii) _____, and the offeree is (iii) ________ of the conduct.

A

(i) revoke; (ii) revoked; (iii) aware

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9
Q

An offeree’s outright (i) __________ or (ii) __________ will serve to terminate the original offer.

A

(i) rejection; (ii) counteroffer

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10
Q

While a counteroffer will revoke an offer, mere (i) _____ will not serve to revoke the offer.

A

(i) inquiry

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11
Q

An offer cannot revoked if there is an (i) ______ contract, or (ii) a UCC 2-205 _____’s _____ ________, which must be a signed writing to keep an offer open (for a specific term, OR a reasonable time not to exceed 90 days); (iii) foreseeable _______ before acceptance, and (iv) starting ___________ under a unilateral contract

A

(i) options; (ii) merchant’s firm contract; (iii) reliance; (iv) performance

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12
Q

In a unilateral contract, the offeree must ______ of the offer at the time he performs.

A

Know (be aware of)

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13
Q

A revocation of an offer is effective upon ________

A

Receipt [no mailbox rule]

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14
Q

An offer terminates when an offeree (i) _______ it, or (ii) gives a _________ (though, not just “mere bargaining”); or (iii) accepts the offer with __________, or (iv) accepts and adds _____ (though different with UCC).

A

(i) rejects; (ii) counteroffer; (iii) conditions; (iv) terms

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15
Q

Mailbox rule: (both common and UCC) acceptance is valid upon _______

A

Dispatch

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16
Q

In the common law, an offeree who responds with new terms (i) _________ the offer, and creates a new offer, because the common law contracts requires the (ii) _____ _____ rule.

A

(i) rejects; (ii) mirror image

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17
Q

Under the UCC, additional terms do not prevent acceptance (reject offer), but only if both parties are (i) ________, the new term is not a (ii) _________ change, and (iii) there is no __________ to it within a reasonable time.

A

(i) merchants; (ii) material; (iii) objection

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18
Q

If the dispatch does not reach the recipient, because there was an error in delivery (e.g., bad address), then acceptance is effective upon _________.

A

Receipt

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19
Q

If a new term is __________ in the industry, it’s not material

A

Customary

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20
Q

Death of _______ party terminates a revocable offer (but not a contract)

A

either

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21
Q

Starting (i) _________ is a form of acceptance of a contract in a bilateral contract, and it

A

performance

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22
Q

For an options contract to be enforced under common law, it must include ___________.

A

Consideration

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23
Q

A merchant’s firm offer requires no ___________ from the offeree (unlike the common law).

A

Consideration

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24
Q

An offer by a merchant, in a (i) _____ _______, which by its terms gives assurance that it will be held (ii) ______ is irrevocable during the time stated (or a reasonable time, not to exceed 90 days).

A

(i) signed writing; (ii) open

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25
Q

(i) _________ is generally not valid acceptance, though it can be if “custom creates duty to (ii) _______” (eel skins case)

A

(i) silence; (ii) speak

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26
Q

UCC Gap filler rule: the court can fill-in (i) ________ terms, but it can never fill in (ii) ________, which is the one term that must exist in every single UCC contract. The exceptions are the Output and Requirements contracts.

A

(i) reasonable; (ii) terms

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27
Q

In a requirements contract, (i) ________ is measured by the buyer’s (ii) _____ _______ needs.

A

(i) quantity; (ii) good faith

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28
Q

The Mailbox rule can does not work if the contract expressly states otherwise, or has a clearly stated revocable _______.

A

Date

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29
Q

In a requirements contract, the buyers orders must be (i) _______ to orders in the past.

A

(i) proportionate

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30
Q

Unlike an acceptance, which is valid on (i) __________, a rejection is valid upon (ii) ________.

A

(i) dispatch; (ii) receipt

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31
Q

Consideration is a (i) _______-for legal cost or benefit.

A

(i) bargained

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32
Q

There is no such thing, in a contract, as (i) _______ consideration; it is not valid.

A

(i) past

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33
Q

In order to modify a common law contract, (i) new _______ is required. However, where the parties agree to a change, the court may still enforce the contract if the modification is a result of changed circumstances, and the change is (ii) _____ and ________.

A

(i) consideration; (ii) fair and equitable

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34
Q

In a UCC contract, no new (i) __________ is needed to modify a contract, so long as the change is made in (ii) _____ _______.

A

(i) consideration; (ii) good faith

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35
Q

Promise to pay an already-due, uncollected debt, is not (i) _________. The exception is a promise to pay a (ii) ______-_______ debt; a written promise to pay a (iii) _____-______ debt is enforceable without consideration.

A

(i) consideration; (ii) time-barred; (iii) time-barred

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36
Q

Moral obligation is not a valid substitute for (i) ________.

A

(i) consideration

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37
Q

(i) _______ _________ and (ii) ______ _______ are the equitable remedies for making a contract enforceable, even where there was no consideration.

A

(i) promissory estoppel; (ii) foreseeable reliance

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38
Q

(i) ______, (ii) the __________, and the (iii) _____ _____ do not have capacity to contract.

A

(i) minors; (ii) intoxicated; (iii) mentally incompetent

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39
Q

A defendant who did not have the capacity has the right to (i) _______ the contract, but he may accept it.

A

(i) disaffirm

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40
Q

If a (i) ________ retains the benefits of a contract after turning 18, he has implied affirmation, and it’s a valid contract.

A

(i) minor

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41
Q

A party who contracts without capacity is still liable for (i) _________ (food, shelter, clothing, medical care), but only at their (ii) ______ ________, not the contract price

A

(i) necessity; (ii) reasonable value

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42
Q

MYLEGS:

A

Marriage; Term of Years; Land Sale Contract; Executory Contracts; Goods (>=$500); Sureties

43
Q

UCC 2-201 states that the sale of goods greater than or equal to $500 require a contract in ________.

A

Writing

44
Q

A court can refuse to enforce all or parts of a contract if there are (i) ______ and ________ terms, tested as of the time the (ii) _______ was made.

A

(i) unfair and oppressive; (ii) agreement

45
Q

A contract will be held invalid under (i) ______ if the other party makes an (ii) _____ _________, and there was no reasonable (iii) ________.

A

(i) duress; (ii) improper threat; (iii) alternative

46
Q

A promise to marry is not a contract to marry, and therefore does not have to be in __________ (SOF).

A

Writing

47
Q

Under the UCC, if an offeree accepts an offer and at the same time makes a material alteration to the other, the contract is under the terms of the (i) ______ _____, and the material alteration is (ii) _______.

A

(i) first offer; (ii) excluded

48
Q

A services contract which cannot possibly be completed in a ________ must be in writing. But if it’s possible it could be under a year, it may be oral without violating the SOF.

A

Year.

49
Q

Under the UCC, if the offeree makes acceptance (i) _______ upon ascent to an additional term, it is a (ii) ________, and battle-of-the-forms does not apply.

A

(i) condition; (ii) counteroffer

50
Q

Under common law, clauses that prevent (i) ______ medication are unenforceable, unless the modification is subject to the SOF>

A

orar

51
Q

UCC Article 2 requires a contract contain a (i) ________, and be (ii) _______ by the party charged with breach.

A

(i) quantity; (ii) signed

52
Q

Under the common law, a contract must include all (i) _____ ________, and be signed by the defendant.

A

Material terms

53
Q

If a Land Contract is not in writing, it can be satisfied (but not necessarily) by part performance, by proving two of these three elements: (i) _______, (ii) _________, and/or (iii) _______.

A

(i) payment; (ii) possession; (iii) improvements

54
Q

Full performance will cure a contract that violates the statute of (i) _______, but partial performance will not; partial performance is subject to the remedy of (ii) ________.

A

(i) frauds; (ii) restitution

55
Q

Under the UCC, if a defendant admits under oath that there was a (i) ______, the admission will cure any issue with he statute of frauds.

A

Contract

56
Q

If a contract for custom-made goods (>$500) is not in writing, a (i) ______ ________ in production will cure any SOF deficiencies.

A

substantial beginning

57
Q

If a mutual mistake goes to the (i) _______ of the contract, then the mistake is grounds for (ii) _______.

A

(i) essence; (ii) rescission

58
Q

Unilateral mistake does not prevent contract (i) ________; however, in all unilateral mistake, if the non-mistaken party (ii) _______, or had reason to ________, then the non-mistaken party will not be allowed to take advantage of the mistake.

A

(i) formation; (ii) knows

59
Q

A Merchant’s (i) ________ ___________ can satisfy the SOF if both parties are (ii) _____________, a confirmatory writing includes (iii) ________ and terms, and there’s no (iv) written _________ within four days.

A

(i) confirmatory memo; (ii) merchants; (iii) quantity; (iv) objection

60
Q

The (i) _____ _______ rule keeps out evidence of a prior or contemporaneous agreement that contradicts a later writing.

A

(i) parol evidence

61
Q

Exceptions to the parol evidence rule include evidence that corrects a (i) ______ ______, or a document that establishes a (ii) ______ that a contract was never formed.

A

(i) clerical error; (ii) defense

62
Q

A seller can disclaim all (i) ______ warranties, but not (ii) ________ warranties. Implied warranty means that the goods are fit for the buyer’s (iii) _______ _______. If the seller knows the buyer has a special purpose and is relying on the merchant to select suitable goods, failure of the goods to comply will be a breach of contract.

A

(i) implied; (ii) express; (iii) particular purpose.

63
Q

When a seller delivers a nonconforming deliver of goods (non-perfect / non-conforming tender) to the buyer, the delivery is simultaneously acceptance and breach of contract. The buyer has three options: (i) accept the goods and pay the _______ _______; (ii) timely reject and sue for __________; (iii) the buyer can accept _____ of the delivery, and _______ the rest

A

(i) contract price; (ii) damages; (iii) some; reject

64
Q

A notice of __________ in delivery of non-conforming tender is a counter-offer (not an acceptance and breach). This notice gives the buyer the choice of accepting the non-conforming goods, or returning them (at the seller’s cost) for a new delivery.

A

Accommodation

65
Q

When a non-breaching party covers, they recover the difference between the cover price and the (i) ______ price; this is the standard remedy under the UCC. The cover price need not be the market price or the lowest bid, but it need be reasonable (for the same good).

A

contract

66
Q

A contract that is FOB to the Seller’s City is a Shipment Contract. A Contract that is FOB followed by any other city is a destination contract. In a shipment contract, the seller must get the goods to a (i) ______ _______, (ii) ______ the buyer, and then risk shifts to the buyer. In a Destination Contract, the seller bares the risk until the Goods arrive to the Buyer.

A

(i) common carrier; (ii) notify

67
Q

If the buyer is picking-up the goods from a merchant, the merchant bears risk until the buyer (i) _____ _______; but if the buyer is picking up goods from a non-merchant, the risk-of-loss shifts to the buyer as soon as the non-merchant (ii) __________ (makes them available to buyer)

A

(i) takes possession; (ii) tenders

68
Q

Contracting parties can cancel or amend a contract prior to a 3rd party’s rights (i) ______; thereafter, a change or cancellation requires the 3d party to (ii) ________. A 3d party beneficiary can vest their rights when they (iii) _____ and ______ to the contract; (iv) learn and _____ on the contract; (v) learn and immediately ______ to enforce rights.

A

(i) vests; (ii) assent; (iii) learn and assent; (iv) learn and rely; (v) learns and sues

69
Q

Under common law, perfect performance is not required; (i) _________ performance is required, meaning that there is no (ii) __________ breach.

A

(i) substantial; (ii) material

70
Q

Under the UCC, a seller who fails to make perfect tender may be able to cure. If (i) ________ under the contract has not yet expired, the seller may cure; (ii) if time has expired, cure may be allowed if there were _____ _______ to think the buyer would accept.

A

(i) time; (ii) reasonable grounds

71
Q

If a buyer of goods keeps the goods after having an (i) _______ to ________, there’s implied acceptance. However, if the buyer later discovers a (ii) _________ defect, the buyer may be able to revoke.

A

(i) opportunity to inspect; (ii) latent

72
Q

Once a buyer (i) _______ delivery, it’s too late to (ii) ______, but for non-perfect tender, (iii) _______ may still be available.

A

(i) accepts; (ii) reject; (iii) damages

73
Q

If a buyer validly rejects a delivery, he can (i) ______ the goods at the seller’s expense, (ii) get a ______ of any money paid, and get (iii) ______.

A

(i) return; (ii) refund; (iii) damages

74
Q

An (i) __________ repudiation provides an excuse. You cannot retract your repudiation (anticipatory breach) if the other party has (ii) ________ on your repudiation.

A

(i) anticipatory; (ii) relied

75
Q

A party with (i) ______ _______ for being insecure may, in writing, request additional assurances. Without those adequate assurances, the party can defend against any breach.

A

(i) reasonable grounds

76
Q

An (i) _______ is an agreement to accept a different (ii) ________ in future satisfaction of an existing duty. The underlying duty is (iii) ________, but it is not excused until the (iv) ________ is satisfied.

A

(i) accord; (ii) performance; (iii) suspended; (iv) accord

77
Q

A (i) _______ is an agreement to substitute a new party for an existing one.

A

(i) novation

78
Q

A later, (i) __________ event that makes performance (ii) _________ may provide the seller with an excuse for performance. An act of God will qualify.

A

(i) unforeseen; (ii) impossible

79
Q

Destruction of a (i) ______ _______ of the contract is an excuse for non-performane

A

(i) subject matter

80
Q

In an Act of God, a seller who has born the risk of loss may be excused due to (i) ________, but only if the goods for shipment to the buyer were (ii) ________.

A

(i) impracticability; (ii) identified

81
Q

(i) _______ compliance is required for (ii) _______ conditions in the contract. Look for words like “if”, “as long as,” “provided that”

A

(i) strict; (ii) express

82
Q

Generally, all contracts are (i) ________ and (ii) ________ except for (iii) ________ personal services and long-term (iv) _______ contracts.

A

(i) assignable; (ii) delegable; (iii) unique: (iv) requirements

83
Q

Equitable remedies are generally only available in contract if monetary damages are (i) _________.

A

Inadequate

84
Q

A (i) ___________ assignment is freely revocable, whereas an assignment (ii) for _______ is irrevocable.

A

(i) gratuitous; (ii) value

85
Q

Generally, a seller cannot reclaim its goods for non-payment. However, it may be able to reclaim the goods if the buyer is (i) _________ when it receives the goods, and the seller demands return within 10 days, or the buyer (ii) _________ _________ to the seller in writing, within three months prior of the delivery date.

A

(i) insolvent; (ii) misrepresented solvency

86
Q

Under common law, damages are for (i) _______ losses.

A

expectation

87
Q

Under the UCC, the Buyer has 3 damage options: (i) _______ (difference in price paid in good faith and contract price); (ii) _________ price minus contract price (if cover was not in good faith or doesn’t cover at all); (iii) value as promised minus value as ___________ (if buyer keeps the non-conforming goods).

A

(i) cover; (ii) market; (iii) delivered

88
Q

If the breaching party sues under a services contract, they are entitled to the (i) _______ ________ of service provided, minus the (ii) __________ ________ by the non-breaching party.

A

(i) reasonable value; (ii) damages incurred

89
Q

Under the UCC, if a buyer breaches and does not accept delivery, the seller has three options for damages: (i) ______ damages (contract price minus resale price, if sold in good faith); (ii) ________ damages (contract price minus market price, even if no re-sell); (iii) ______ _______ (if goods cannot e resold, like custom-made goods).

A

(i) resale; (ii) market; (iii) contract price

90
Q

If the seller is a (i) _____ dealer, and the buyer breaches, the seller is able to gain lost (ii) _______.

A

(i) volume; (ii) profit

91
Q

Costs to the injured buyer or seller for transporting and caring for goods, or arranging for a substitute transaction, are always (i) __________.

A

(i) recoverable

92
Q

An injured party in a common law contract cannot recover damages if he did not attempt to (i) _______.

A

(i) mitigate

93
Q

If multiple parties are assigned a contract for value, the (i) _______ assignment wins.

A

First

94
Q

A contract can expressly (i) _______ assignment

A

expressly

95
Q

An owner who (i) ________ his goods to a merchant who deals in those kinds of goods has no rights against a future (ii) _____ _______ purchaser. He will have rights against the merchant, but not the new owner.

A

(i) entrusts; (ii) bona fide purchaser

96
Q

Under the UCC, an offer to buy goods for current or prompt shipment is accepted upon (i) ______ or (ii) a promise to ________

A

shipment; ship

97
Q

Under the UCC, if any party is not a (i) _________, then the additional terms are mere (ii) __________ to modify the contract, and do not take effect unless the offeror expressly agrees.

A

(i) merchant; (ii) proposals

98
Q

If an offeree sends a rejection and then an acceptance (separately), the ______ to _________ is effective (exception to the mailbox rule)

A

First to arrive

99
Q

If an offeree sends an acceptance, and then a rejection, the acceptance is effective (mailbox rule) unless the rejection arrives _______ and the offeror ______ ______ on the rejection

A

first; detrimentally relies

100
Q

Promissory Estoppel / Detrimental Reliance: (i) ______ is not necessary if the promisor should reasonably expect to (ii) _______ action or forbearance and such action or forbearance is (iii) _______ induced. The Second Restatement of Contracts provides that a remedy “may be limited as justice requires.”

A

(i) consideration; (ii) induce; (iii) actually

101
Q

In an ambiguous term, (confusion / misunderstanding), if neither party is aware, there is (i) ___ _______ unless the parties intended the same meaning; there is (ii) ___ _____ if both parties are aware, unless they intended the same meaning, and where one party is aware, the contract binds based on what the (iii) _______ party reasonably believed the term to mean.

A

(i) no contract; (ii) no contract; (iii) ignorant

102
Q

Signature should be broadly construed, and includes typed signatures, initials, and even formal ________

A

letterhead

103
Q

If the statute of frauds is not raised as a (i) ______ in the (ii) _______, it is waived.

A

(i) defense; (ii) answer

104
Q

Common instance of unconscionable contracts include: (i) fine print that ________ shifts _______ to an unusual party; (ii) contracts of _______, that give a “take it or leave it” option to a signer who cannot otherwise procure such goods; (iii) an ________ clause that limits negligence liability (unless a hazardous activity); and (iv) a contract that inconspicuously limits _______, and the only remedy provided is terrible.

A

(i) inconspicuously, risk; (ii) adhesion; (iii) exculpatory; (iv) remedies

Barbri Review (15 decks)

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