Contracts Flashcards
Acceptance
Unequivocal assent to the terms of the offer.
Offer
Outward manifestation of present contractual intent which is certain and definite in terms communicated to the offeree.
Mistake
A mistake in formation is a basic assumption of some fact which turns out to be false.
Ambiguity
Terms of offer open to multiple interpretations.
Consideration
Consideration requires a bargained for exchange in which each party incurs a legal detriment. The promise must induce the detriment and the detriment must induce the promise.
Legal Detriment
Requires legal sufficiency - action by the promisee taken in reliance upon action of the promissor giving up a legal right/change in obligation.
Defenses to Formation -
So Unless Al Is Mistaken, I Missed Aerobic Fitness During P. E.
Statute of frauds Unconscionability Adhesion contracts Incapacity Mistake Illegality Misrepresentation Ambiguity Fraud Duress Parol Evidence rule
Statute of Frauds
MR DOG Should Pray More Frequently Religiously
Marriage Real Property Debt of another One year Goods of $500 or more
Sufficient memorandum Part performance Main purpose doctrine Full performance Receipt of goods or pymt of purchase price
Parol Evidence Rule
Any written/oral statements made prior to or oral statements made contemporaneous with the contract cannot vary, add to, or contradict terms of original writing.
Goods
All tangible chattels (personal property) which are moveable at the time of identification of the contract for sale.
Merchant
One who regularly deals in goods of the kind involved in the transaction; or who otherwise holds himself out as having special knowledge or skill as to the practices or goods involved in the transaction.
3rd Party Analysis
Does Public Intercourse Cause V.D.
Define Privity Intent to benefit Classification Vesting Defenses
Third Party Beneficiary Contract
A third party beneficiary contract is one wherein performance by the promisor will benefit a third party.
Assignment approach - DPRAVED
Define/apply facts Privity-Exception Right Assignable? Valid present assignment Effect of valid assignment Defenses
Delegation approach -
Did Dave Ask Everything Necessary
Define/apply facts Duty delegable? Assumption of duties? Effect Novation
Assignment Rule
In order to assign contract rights, assignor must sufficiently describe those rights and indicate a present intention to divest himself completely of same and set them up exclusively in assignee.
Delegation
An authorization to another to render performance of a legal duty.
Remedies -
Did Ronald Reagan Read Sports Illustrated
Damages Rescission Restitution Reformation Specific performance Injunction
Have conditions been excused?
SWAP DIVE
Substantial performance Waiver Anticipatory Repudiation Prevention Divisibility Impossibility of Performance Voluntary disablement Estoppel
If P’s condition has been satisfied/excused D’s absolute duty to perform matures unless discharged.
I’M FOR SANDI
Impossibility of performance Modification Frustration of purpose Occurrence of condition subsequent Rescission Substituted contracts Accord and satisfaction Novation Defenses to formation Impracticability
Breach
An unjustified failure to perform absolute duty.
Damages
General - Loss of expectancy.
Specials - Consequentials - Hadley v Baxendale.
Liquidated - set by provision in contract.
Reliance - if cannot prove general and special damaged party is due costs incurred in reliance.
Contracts Main Checklist
Formation UCC/CL Third Party Rights Conditions - SWAP DIVE Discharge - IM FOR SANDI Breach - Major/Minor Remedies - Did Ronald Reagan read Sports Illustrated
Definite and certain terms
CL - QTIPS - Quantity, Time for performance, Identity of parties, Price, Subject matter
UCC - only Q required
Mailbox Rule
Acceptance effective upon dispatch
Rejection effective upon receipt
Revocation effective upon receipt
Bilateral Contract
Promise for a promise
Unilateral Contract
Promise for performance
Additional or Different Terms
UCC Both Merchants:
- come in unless offer expressly limits or offeror objects - minority rule it comes in - minority rule - knock out rule
UCC 1 or both Non- Merchants:
- not in unless offeror assents
Bedrock Rule
Restatement 2nd 89 - Modification requires consideration unless it is fair and equitable in view of circumstances not anticipated by the parties when the contract was made.
UCC Modification
No consideration required only good faith.
Substitute for Consideration
Only use when consideration does not exist
Promissory Estoppel
Restatement 90 - enforces reliance damages only
CL - enforces entire contract
Have conditions been satisfied?
Complete performance
Substantial performance
Divisibility
Covenant
Absolute duty to perform
Condition
An act/event which creates/extinguishes an absolute duty to perform.
Types-
Express
Implied in fact
Implied in law
Privity - Lawrence v Fox
A promise made for the benefit of another may be enforced by the person for the benefit of whom the promise was made.
Termination of offer
An offer may come to an end because it has been accepted, in which case a contract has been formed. Other than this an offer can end in one of three ways. 1. By Passage of Time, 2. By Failing to Comply with a Condition Precedent, 3. Because of the Death of Either Party.
Revocation
Revocation refers to the withdrawal of an offer. An offer may be withdrawn any time before acceptance. To be valid, a revocation of an offer must be communicated to the offeree.
Formation of Contract
UCC? Offer Termination Revocation Rejection Acceptance Consideration Defenses - So Unless Al Is Mistaken I Missed Aerobic Fitness During P.E.
General Damages
Loss of expectancy under contract.
Damages Specials
Consequentials (Hadley v Baxendale) Compensation given for only those injuries that D at the time the contract was made had reason to foresee as a probable result from his breach.
Foreseeable
Reasonable and certain
Unavoidable
Reliance Damages
When unable to prove expectation damages an alternative measure of damages is provided by the costs incurred in reliance on the contract.
Specific Performance
Christina Aguilera Earns Much Cash Dancing Erotically
C - valid Contract A - Adequacy of legal remedy E - Enforceability of decree M - Mutuality of remedy C - Conditions D - Defenses E - Equitable conversion
