Contracts

Question 1

Promissory Estoppel (remedies)

Answer 1

• Restitution damages (FMV of services; quantum meruit
• Reliance damages (out of pocket expenses) (reliance must be reasonable)
• Rescission (when there is mistake, fraud, or misrepresentation: put party back in position they would have been before contract.
• Reformation allowed when upon clear and convincing evidence showing mutual mistake or fraud

Question 2

Promissory estoppel (Elements)

Answer 2

• Promise
• Reasonable reliance on promise
• to the detriment of the relying party ; a legal detriment

Question 3

Liquidated Damages

Answer 3

Contractual agreement that certain damages will be awarded to the non-breaching party

• only enforce if reasonable and reasonably related to plaintiff’s actual damages
• Cannot be penalty

Question 4

Incidental Damages

Answer 4

Out-of-pocket expenses the non-breaching party incurs responding to breach (i.e. cost of substituted performance)

Question 5

Consequential Damages

Answer 5

Lost profits recoverable if reasonable foreseeable or party is put on notice

Question 6

Expectation/Consequential Damages

Answer 6

Put the party in the rightful position where he would have been had the breaching party performed

• Usually difference between contract price and cover price

Question 7

doctrine of promissory estoppel

Answer 7

when an offeree detrimentally relies on an offer, and such reliance was reasonably foreseeable, the offer may be held to be irrevocable, and the offeror will be liable to the extent necessary to prevent injustice

Question 8

Unilateral Mistake

Answer 8

Mistaken party can void the contract when it goes to a material element of the contract, it existed at the time the contract was formed, it related to a basic assumption of the contract, it has a material impact on the transaction, the adversely affected party did not assume the risk of the mistake; and either the mistake would make enforcement of the contract unconscionable or the the non-mistaken party caused, failed to disclose (and had duty), or knew or should have known that the other party was mistaken.

Question 9

Impracticability

Answer 9

Allows CL Contract to be modified w/o consideration

Need:

1. unforeseeable event
2. non-occurrence of the event was a basic assumption of the contract, and
3. the party seeking discharge or modification is not at fault

Question 10

FL Consideration

Answer 10

Can be a benefit, legal detriment, or both

Question 11

Modification

Answer 11

CL: Consideration needed

UCC: No consideration needed

Question 12

Battle of the forms

Answer 12

Under the UCC, additional terms included in an acceptance of an offer do not automatically constitute a rejection of the original offer. Generally, for the sale of goods, an acceptance that contains additional terms or modifications to the terms in the offer is nevertheless treated as an acceptance rather than a rejection and a counteroffer. Whether the additional or different terms are treated as part of the contract depends on whether one of the parties is a merchant

Question 13

merchant

Answer 13

A merchant is a person who regularly deals in the kind of goods sold or who holds himself out as having knowledge or skills particular to the practice or goods involved in the transaction