Contracts

Question 1

Express contract
Implied contract
Quasi-Contract

Answer 1

Express contract: Communicated via language
Implied contract: Parties conduct will indicate intent to be bound (e.g., watching someone paint house knowing they thought there was an agreement

Quasi-Contract: One party is unjustly enriched, and so restitution is the remedy

Question 2

Offer definition

Answer 2

objective manifestation of an intent to contract

assessment includes: communicatino, certain and definite terms, promise, undertaking, commitment

Question 3

Indirect revocation elements

Answer 3

(1) Offeree receives
(2) Correct info
(3) From a reliable source
(4) Of offeror’s act indicating to a reasaonble person that there was a revocation

Question 4

Option contract requirements

Answer 4

Consideration!

Note, no 3 mo limitation here, like in merchant firm offer

Question 5

ireevocable offer based on - detrimental reliance

Answer 5

Must be forseeable and destrimental on the offer

Question 6

Acceptance

Answer 6

UCC: promise to ship or shipment
CL: communication of any kind (starting performance, any reasoanble manner)

Question 7

Unilateral offer acceptance

Answer 7

You have to know of unilateral offer to accept it - can’t return teh dog, and then demand payment

Question 8

Unilateral offer acceptance

Answer 8

full performance only!

Question 9

UCC Acceptance via non-conforming goods

Answer 9

Options

1) Give seller time to CURE up until the contract time left (required
(2) Reject
(3) accept and sue for damages

Question 10

Acceptance is effective…

Answer 10

upon dispatch

Question 11

Consideration

Answer 11

bargained for exchange of something of legal value

something you’ve already done cannot be consideration

Question 12

Promissory estoppel

Answer 12

No consideration, just a promise. Enforcable to teh extent necessary to prevent injustice if the promisor would reasonably be expected to induce action or forbearance of a define and substantial character adn it is induced (e.g., grandpa promises $1000 as a gift, and then granddaughter relies on it)

Only applies if there is no conisderation

Question 13

Modification common law

Answer 13

new consideration ( can be paying earlier, even if smaller sum than originally owed!) unless unanticipated circumstances when contract was made & modification si fair and equitable in light of them

Question 14

Defenses

Lack of capacity

Answer 14

Minors!

Question 15

Defenses

Ambiguous

Answer 15

Look for one party being aware of ambiguity - terms will be construed for the ignorant party

Question 16

Mutual mistake as to fact

Answer 16

Defense if (1) mistake concerns basic assumption on which contract is made; (2) mistke has a material effect and (3) party seeking avoidance did not assume risk of mistake

Question 17

Unilateral mistake

Question 18

if within SoF

Answer 18

Need writing signed by party sought to be bound

Question 19

Sof - Goods

Answer 19

Must include quantifty term

Question 20

SoF goods exceptions

Answer 20

(1) Specially manufacturerd, requires (A) unsuitablef or resal eand (2) manufacturer made substantial beginning on manufacture or commitments for procurement

(2) Merchant’s confirmatory memo:
(a) between two merchants
(b) in writing
(a) other party has reason to know of contract and
(b) doesn’t object in 10 days

Question 21

Merchant confirmatory memo requirements

Answer 21

SoF, but

(1) Two merchants
(2) one sends writing that has essential terms(e.g., q)
(3) other party has reason to know of contract
(4) doesn’t object within 10 days

Both merchants will be bound by it

Question 22

Parol Evidence

Partial vs. Final

Exceptions

Answer 22

Partial: oral evidence of consistent additional terms is allowed

Parol evidence allowed even if final where:

(1) it’s to deterine meaning of a word (not vary it)
(2) Fraud, duress, mistake
(3) Absence of condition precendent
(4) any subsequent modifications

Question 23

Seller warranties

Answer 23

express: affirmations/promises made by seller
implied: implied warrant of merchantability (only for merchants who deal in goods of kind sold); that th item “fit the ordinary purpose”
IWF particular purpose: (1) seller know of special purpose and (2) buyer relies on their judgement

Question 24

Disclaiming implied

Answer 24

“as is” - can’t be hidden

specific (e.g., mentions merchantability) - must be conspicous

Question 25

Waiving condition precendent

Answer 25

Can be waived orally or in writing (if other party detrimentally relies on that waiver, they will be held to it!) unless retract wavier before detriminetal reliance Wavier can be explicit or implied

Question 26

Condition precendent or promise?

Answer 26

Depends on intent of the parties (look at relationship, prior practices, custom, performance needed from third party (if third party is involved, more likley to be condition). "When" terms are usually considered to be timing, rather than conditions

Question 27

Novation elements

Answer 27

(1) previous valid contract (2) agreement among all parties (3) immediate extinguishment of previous party's duties nd (4) Valid and enforceable new contract

Question 28

Frustration of purpose elements

Answer 28

(1) Supervening act or event leading to frsutration (2) at time of entering into conract it was unforseeable (3) purpose has been completely destroyed (4) both parties were aware fopurpose

Question 29

Minor vs. Material breach

Answer 29

Material breach factors: BAHWEP amount of benefit received, adequacy of compensation for damages, part performance, hardship, negligent/willful behavior and likliehood breaching party will perfom Minor: if received substantial benefit of the bargain; you are not relieved from duty to perform, can sue for damages

Question 30

Breach under UCC

Answer 30

 Parties right to reject nonconforming goods is cut off by acceptance; when (1) after reasonable opportunity to inspect, they indicate that the goods conform (2) buyer fails to reject within reasonable time or seasonably notify seller or rejection or (3) do any act inconsistent with sellers ownership

Question 31

Buyer may revoke after acceptance (UCC) if

Answer 31

(1) defect that substantially impairs value to teh buyer and (2) accepted goods on belief defect woudl be cured OR they accepted becuase it was difficult to discover adn seller assured it was conforming Revocation must occur within reasoanble time and before any substantial change in goods

Question 32

Seller can cure when

Answer 32

there is (1) still contract left or (2) they reasonably thought the goods woudl be acceptace, they have a reasoanble further itme

Question 33

Reliance damages

Answer 33

When you can't figure out your profits (e.g., expectaion) put parties back in position as if contract had never been formed

Question 34

Consequential damages

Answer 34

must be forseeable and ascertainable (rp standard) Breaching party must have known or had reason to know of special circumstnaces

Question 35

Incidental damages

Answer 35

Always allowed

Question 36

Liquidated damages

Answer 36

``` Allwoed when (1) difficult to estimate at time of the contract formation and (2) amount is reasonable forecast ``` if not reasoanble, it will be a penalty which is unenforceable Don't have to actually have damages to recover

Question 37

reformation

Answer 37

o Contract is amended to meet original terms where (1) mutual mistake or (2) innocent or fraudulent mispreresntation by one party

Question 38

Restitution

Answer 38

 (1) P conferred a benefit on D  (2) P did so with reasonable expectation of being compensated  (3) D knew of had reason to know of expectations and  (4) would be unjust enrichment if they were allowed to keep the benefit

Question 39

Rescission

Answer 39

Remedy available if at tiem of contract formation, there was mutual mistake, unilateral mistake so extreme, mispresenataion, illegality, duress, undue influence, etc

Question 40

Intended beneficairy

Answer 40

(1) named in contract to (2) receives performance directly from promisor OR (3) has some special relatinoship with promisee to indicate intent to benefit

Question 41

Assignmetn requirements

Answer 41

Manifest intent to immediately and completely transfer their rights

Question 42

Assignment is irrevocable if

Answer 42

obligor has already performed assignment is put in writing assignee can show detrimental reliance

Question 43

Valid Delegation

Answer 43

o Not for a contract of personal judgment and skill o Doesn’t change the obligee’s expectancy (e.g., requirements/outputs contracts) o Must have present intent to maek a delegation o If you delegate, you will always remain liable

Question 44

valid assignemtn

Answer 44

o Prsent intent (promises in future to assign are never enough) to immediately and completely transfer rights o Does not have to be in writing

Question 45

Analyzing consideration

Answer 45

* Legal value is usually considered to be either a benefit to the promisor or a detriment to the promisee * Most courts focus on the detriment element * The promise must induce the detriment and the detriment must induce the promise * Therefore, past consideration is insufficient. * Here, Resident’s offer came after Sam’s performance so even though there was a detriment to sam, the promise could not have induced Sam’s act * There was no bargain and thus, no consideration to support a contract

Question 46

Starting MEE

Answer 46

Lay out all fo the - this is a services vs. goods, this is XYZ, definitions

Question 47

if there is a service contracts...

Answer 47

Performance has to be "substantial" condition of compelte performance may be excused if the party has rendered substantial performnace!

Question 48

Material/minor breach factors

Answer 48

note: minor breach = performance is substantial; major breach = performance is not substantial look at (1) amount of benefit received, (2) adequacy of damages, (3) extent of performance, (4) hardship to teh breaching party (5) weather breach was negligent or willful

Question 49

Breaching party suing for damages

Answer 49

Exam - think restitution b/c unjust enrichment

Question 50

Duress

Answer 50

usually, taking advantage of economic needs is not duress. Can be if (1) witholding something someone wants or needs (2) party threatnes to commit wrongful act tha twould seriously threatn contracting party (3) no adequate means avaialble

Question 51

Good faith modification

Answer 51

means honestly in fact and the observance of reasonable commercial standards in fair dealing