Contracts Flashcards
What law governs a contract
Contract for the sale of goods are governed by article 2 of the UCC.
All other contracts are governed by general common law contract principles. We are only required to know the majority view.
What law governs mixed contracts
Whichever is more predominant in the contract governance. This is an all or nothing rule unless the contract explicitly divides the payments.
Implied in law= Quasi-contract
When contract theory fails to produce a just result, quasi contract is available as an equitable doctrine and to prevent the unjust enrichment of one party. Quasi contract arises where one party confers a benefit upon the other with the reasonable expectation that they will receive payment for the benefit or where a party reasonably relies on a gratuitous promise made by another.
What is a unilateral contract
Unilateral contract is one where the offer expressly demands acceptance by performance. Unilateral contracts can only be accepted by completing performance.
In an offer for a unilateral contract is an offeree who accepts by rendering the requested performance required to give notice
Only if the offeree has reason to know that the offeror would not learn of the requested performance with reasonable certainty and promptness.
Valid contract requires:
Mutual assent (offer and acceptance). Consideration from each party. No defenses to formation.
What is an offer
An offer is the manifestation of a present intent to contract that is communicated in definite and certain terms to the offeree
Are advertisements offers
Usually, advertisements are mere invitations to deal and not offers. Exceptions are advertisements in the nature of a reward and advertisements that are specific as to quantity and expressly indicate who can accept.
What is the test for determining if there is a manifestation of a present intent to contract
The basic test is whether a reasonable person in the position of the offeree would believe that her assent to the offer would create a contract.
What terms must be included in an offer for real estate
Offers for real estate must identify the land with some particularity and the price.
What terms must be included in a sale of goods contract?
The quantity of goods being offered must be certain or capable of being made certain. Under the UCC, the contract may be enforceable in the absence of a price term so long as the parties otherwise intended to enter into a contract.
What terms must be included in output, requirements, and exclusivity contracts?
A contract for the sale of goods can state the quantity of goods to be delivered under the contract in terms of the buyers requirements, sellers output, or in terms of exclusivity. Although the UCC ordinarily requires contracts to specify the quantity of goods to be provided, output, requirements, and exclusivity contracts are sufficiently definite to be enforced under the UCC because the output requirements will approximate a reasonably foreseeable figure.
What terms must be included in an employment contract?
An offer to enter into a contract for employment must specify the duration. If duration is not specified in the offer is nevertheless accepted, the contract will be considered terminable at will.
What does permanent employment mean in the context of employment contracts
It is well established that permanent employment means employment at will in that context. In an employment at will relationship, either party can terminate the agreement at any time, without the termination being considered a breach (unless the termination was to violate an important public policy).
An offeree’s power of acceptance may terminate due to a lapse of time when
The offeree fails to accept the offer within the time stated in the offer or within a reasonable time if no time is stated.
What if the offeror or the offeree dies or becomes incapacitated after the offer but before acceptance
The offer will terminate unless the offer cannot be revoked
For revocation of an offer to be effective…
The offeree must have notice of the revocation. A revocation is effective upon receipt by the offeree.
Does the act of making multiple offers revoke early offers?
The act of making multiple offers does not by itself revoke early offers. As such, if one offeree accepts, the offeror must notify every other offeree to effectively revoke the other offers.
What are the different types of irrevocable offers?
A promise by the offer or not to revoke and payment by the offeree for that purpose.
An offer is irrevocable for a reasonable period of time if there is reliance that is reasonably foreseeable and detrimental.
Start a performance (beyond mere preparation) on a unilateral contract offer makes the offer irrevocable.
UCC firm offer rule: Written offer to buy or sell goods signed by a merchant promising it will be held open is irrevocable for the stated time period or a reasonable time if no time period is stated but in no case will the offer be irrevocable for longer than three months.
Definition of merchants under the UCC
Merchants are defined of those who regularly deal in goods of the kind sold and are held to a higher standard of good faith
How does a counteroffer affect an offer
A counteroffer always terminates the original offer and the counter offer becomes the new offer.
Reply to an offer that merely request information regarding the offer constitutes an inquiry rather than a counter offer.
How does a conditional acceptance affect an offer
A conditional acceptance terminate the original offer and becomes the new offer
If a proposed contract that was legal at the time of the offer become illegal…
The power of acceptance is terminated.
What is acceptance?
Words or conduct by the offeree manifesting an assent to the terms of the offer. A valid acceptance requires that a party, who is able to accept the contract (ie, an offeree), unequivocally accept the offer and communicate that acceptance to the offeror. For an acceptance to be valid, it must occur before the offer is terminated.