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Contracts Flashcards

1
Q

Bilateral contract

A

Exchange of mutual promises

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2
Q

Unilateral contract

A

Acceptance by performancd

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3
Q

Definite and certain terms of offer

A
  1. Real estate- land and price terms

2. Goods- quantity

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4
Q

Ucc gap fillers

A
  1. Price- reasonable at time of deliver
  2. Time - within a reasonable time
  3. Vague terms- reasonable term unless too vague
  4. Terms to be agreed later- if material too uncertain
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5
Q

Revocation

A
  1. Valid when received by offeree

2. Or when published

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6
Q

Option Contract

A
  1. Consideration for promise to hold open

2. Up to three months only unless consideration is given

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7
Q

Merchants firm offer

A
  1. Merchant
  2. Signed writing
  3. Assurances that Held open

No consideration needed, but max 3 months without

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8
Q

Option- detrimental reliancd

A

Offeror reasonably expects detrimental reliance

Offeree detrimentally relies

Option contract for reasonable time

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9
Q

Unilateral contract acceptance

A

Irrevocable once performance begun

Offeree not bound to complete performancd

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10
Q

Termination by offeree

A

Rejection

Counteroffer- (rejection and new offer)

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11
Q

Common law acceptance

A

Mirror image rule

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12
Q

Article 2 Acceptance

A

Promise to ship

Or current and prompt shipment of conforming or nonconforming goods

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13
Q

Shipment of nonconforming goods

A

Acceptance and breach

Unless notifies buyer offered as accommodation

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14
Q

Article 2 acceptance

A

Battle of the forms

  1. Merchant to merchant only
  2. Additional terms included
    Unless
    A. Materially alter terms of offer
    B. Limit acceptance to new terms
    C. Offeror objects to new terms in reasonable time

Materiality is a question of fact

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15
Q

Different terms

A

Court specific

  1. Some treated as additional terms
  2. Some use knockout rule +ucc gap fillers
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16
Q

Merchants confirmatory memo

A
  1. Written confirmation of oral contract

2. Battle of forms applies

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17
Q

Mailbox rule exceptions

A
  1. Offer stipulated acceptance not effective until received
  2. Option contract is involved
  3. Sends rejection then sends acceptance- received first wins
  4. If send acceptance then rejection mailbox rule applies to acceptance unless detrimentally relies on pre arriving rejection
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18
Q

Consideration

A
  1. Bargained for exchange

2. Legal value

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19
Q

Preexisting legal duty exceptions

A

A. New or different consideration
B. Promise to ratify a voidable obligation
C. Preexisting duty owed to third person
D. Honest dispute as to duty
E. Unforeseen circumstances- fair and equitable in view of unanticipated circumstances

F. Good faith agreement modifying UCC contract

20
Q

Promissory estoppel/ detrimental reliance

A
  1. Promisor should reasonably expect action or forbearance

2. Action or forbearance is induced

21
Q

Mutual mistake

A
  1. Mistake of Basic assumption
  2. Material effect
  3. Party seeking avoidance did not assume that risk
22
Q

Mistake by intermediary

A

Message as transmitted is operative unless other party knew or should have known

23
Q

Defenses to contract

A
  1. Absence of mutual assent
  2. Absence of consideration
  3. Illegality
  4. Lack of capacity
  5. Statute of frauds
  6. Unconscionability
24
Q

MY LEGS

A
  1. Marriage
  2. Year +
  3. Land
  4. Executors/ estates
  5. Goods $500+
  6. Suretyship
25
Statute of frauds exceptions i
SWAP Specially made goods Written confirmation by merchant Admission in court Performance
26
Contract construction
1. Construed as a whole. General intent> specific provision 2. Construed by ordinary meaning 3. Written or typed> handwritten 4. Courts favor toward enforceable construction 5. Ambiguity construed against drafter 6. Course of dealing, usage of trade, course of performance considered 7. Express> performance> dealing> trade
27
Parol Evidence
1. Integration? A. Final expression? B. Complete or partial? Partial- may not be contradicted, but may be supplemented
28
UCC gap fillers
A. Price- reasonable at time of delivery B. Place- sellers place of business C. Time- reasonable time D. Time of payment- time and place where buyer is to receive goods
29
Buyers damages for breach of warranty
Usually difference between goods tendered and as warranted
30
Modification of contract terms
Traditional view- needs new consideration Modern view- no consideration needed if: 1. Unanticipated circumstances 2. Fair and equitable UCC - good faith promises of new and different terms valid without consideration
31
Performance
Common law- substantially perform UCC- perfect tender
32
Retraction of repudiation
A party may retract repudiation unless other party has relied on original repudiation
33
Divisible contract
1. Performance of each party divided into parts 2. Number of parts due from each party is the same 3. Performance of each part of one party is agreed on as equivalent of corresponding part
34
Discharge by impossibility/ impracticability
Nonoccurrence of event Basic assumption of contract of which neither has assumed the risk
35
Discharge by frustration
1. supervening act or event leading to frustration 2. Not reasonably foreseen 3. Purpose of contract destroyed 4. Both parties realized purpose of contract
36
Novation
1. Previous valid contract 2. Agreement of all parties to new contract 3. Immediate extinguishment of duties between original parties 4. Valid and enforceable new contract
37
Breach
1. Promisor under a duty to perform 2. Duty of performance has not been discharged Non breaching party must show willing and able to perform
38
Material or minor breach?
1. Minor breach- obligee gains substantial benefit of bargain Non breaching party entitled to recover but must still perform 2. Material breach- obligee does not receive substantial benefit of bargain Non breaching party excused
39
Materiality of breach
1. Amount of benefit received 2. Adequacy of compensation 3. Extent of part performance 4. Hardship to breaching party 5. Negligence or willfulness of breaching p 6. Likelihood that breaching party will perform
40
Revocation
1. Defect substantially impairs goods value 2. Accepted on reasonable belief defect would be cured and has not been 3. Accepted because of difficulty discovering defects or sellers assurances that conformed 4. Revocation must happen within reasonable time 5. Before substantial change to goods occurs
41
Damages
1. Expectation damages- benefit of bargain 2. Reliance damages - profits uncertain- in position had contract never been formed 3. Consequential damages- foreseeable 4. Liquidated damages- difficult to estimate damaged, reasonable forecast and agreement of parties
42
Buyers damages
1. Difference between contract price and market or cover price 2. Incidental and consequential damages 3. - expenses saved At time of learning of breach
43
Sellers damages
1. Difference between Market price and contract price at time of delivery 2. Contract price - resale price 3. Lost profits- difference between contract price and cost to seller
44
Ucc statute of limitations
Four years from breach
45
Third party beneficiary
1. Intended beneficiary A. Identified in contract B. Received performance directly C. Relationship with promisee 2. Rights vest A. Manifests assent B. Brings suit to enforce C. Relies on contract

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