contracts Flashcards
promissory estoppel
if you make a promise and you know the promise will cause a detrimental reliance on the person it will be enforceable
offer
committed and definite
the manifestation of intent to enter into a bargain
illusory promise
empty promise
quotes
non committed price term not offer
could be an offer if made in response to an inquiry with specific quantity terms (bids are quotes and are offers if to a general contractor from a sub)
ads
usually not an offer (invitation to negotiate)
unless language can be construed as a a promise, the terms are definite, ofereee is identified
indefiniteness
if parties intended to contract and a reasonably certain basis for giving a remedy, if courts can interpret what parties intended for missing term then not fatally definite
at will employment
term is indefinite and lacks commitment, no contract
could fire for any reason except : violating public policy(malice) implied in fact (employee manual) implied in law (good faith fair dealing)
agreement to agree
unenforceable
agreement to negotiate is enforceable
goods
moveable thing at the time of identification to the contract
if parties indeed to make contract missing terms are left open not indefinite if reasonable basis for remedy
hybrid contract
predominant factor test
language
parties addressed themselves
price allocation
payment
common law
services real estate
missing term parties intended to be bound courts could determine reasonable term
acceptance
manifestation of assent to the terms made by offeree
unilateral contract
performance as acceptance
notice of offer required
notice of acceptance not required
full performance for acceptance
common law you have duty to provide notice when performance completed
ucc 2206
accept offer by any reasonable means unless offeror ambiguously states
2)uni-acceptance by partial performance requires notice to offeror or offeror can treat offer as having lapsed
1)bi-offer to buy goods for shipment inviting acceptance by promise to ship or by shipment
shipment of nonconforming good acceptance and breach
unless seller accommodation then counter offer
buy may reject non conforming goods, seller then no longer in breach and may reclaim goods
Bilateral contract
offer looking for acceptance by return promise
offer is required to have notice that you accepted and offer must have notice of the offer
acceptance by silence
if recipient of an act has knowledge to believe compensation is expected and allows act without objection while availing himself to benefits acceptance is implied
duty to speak
if common practice has been set (such as no notice of acceptance but shipment) then there is a duty to speak
prescribed
must only
mailbox
acceptance effective upon dispatch
(unless offer says acceptance another way
wrong address upon receipt
termination then acceptance whiter ever he sees first
revocation
bilateral can revoke before acceptance
uni has to revoke before partial performance
revoke after time lapse
offers terminate upon death incapacitation
indirect offered has learned that the offer has been accepted by another
counter offer and battle of the forms (common law)
mirror image rule if not rejection and counter offer
ucc 2207 battle of the forms
a) additional acceptance unless the acceptance is conditional to the offerors assent to additional terms
B)if merchants additional or different terms become part of contract unless
1)the offer expresslly limits acceptance to the terms of the offer
2) materially altered
3)rejection has been given within a reasonable time
4)
C) if offeror does not assent to terms but parties proceed with transactions the terms are those that the party agreed upon plus anything ucc adds
(knock out rule) gap fill
UCC 2-207(1) and (3): Cannot be accepted by performance - if parties
ship or accept goods after counter-offer, contract is formed by their
conduct, new terms are not included, and contract is based on terms
which their writing agrees and what UCC gap fills
ucc 2204
2-204: a contract for sale of goods may be made in any manner sufficient
to show agreement, including conduct by both parties which recognizes the
existence of a contract
situation where you don’t know which communication was offer and acceptance but parties act as if a contract binding contract I s formed
Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.
ucc 2606
a buyer accepts goods when after an opportunity to inspect, he fails
to make an effective rejection
