Contracts Flashcards
Offer
outward manifestation by the offeror that creates the power of acceptance in the offeree.
An advertisement can be a valid offer if is it is made to
a particular person, outlines the specific details of the offer, and presents the recipient of the advertisement with instructions as to how acceptance can be made.
Acceptance is an
outward manifestation by the offeree that he accepts the terms of the offeror. Unless the offer provides for the means of acceptance, any reasonable means will suffice
Acceptance must mirror the terms of the offer. If acceptance does not mirror the terms of the offer or, in itself, alters the terms of the offer,
it is a counteroffer and effectively rejects the original offer.
Consideration is a
bargained-for legal detriment.
Modification to a K must be supported by - CL
consideration
Pre-existing duty rule - CL
prohibits the modification of any contractual duties which have been agreed to absent consideration because the party is attempting to modify something that he/she is currently obligated to do
SOF requires that certain contracts be in writing and essiental terms of the contract be included as well as signed by the party to be charged The catergoies of contracts are
marriage, contracts which cannot be performed within one year, land sale contracts, executor agreements, guarantees or suretyships, and contracts for the sale of goods for over $500.
CA to staute of frauds
partial/full preformance
Equitabel estoppel
Partial / Full Preformance
A party may not comply with the requirements of the SOF if he partially or fully performs his contract and the other party accepts the benefits of the performance.
A party may not comply with the requirements of the SOF if he can assert a defense of estoppel. Equitable estoppel occurs when
a party says or does something that foreseeably creates action in another person, the other person relies on the party’s previous statement or action, and it would be unjustly prejudicial to the relying party.
Contract for term
an employee has a property right in the job and may not be terminated without cause.
At will contract
allows the employer or employee to terminate employment for good cause, bad cause, or no cause.
Expectation damages
plaintiff in the position he would have been in had the breaching party performed the contract in full.
Reliance damages
place the plaintiff in the place he would have been had the contract not existed.
Resitution damages
damages reimburse the plaintiff for any benefit conferred on the defendant
A plaintiff always has the duty to
mitigate damages
In enployment contract they have a duty to
find another employment but rather a job comparable to the job that has been taken. If a plaintiff cannot find replacement employment, a good faith effort must take place to find employment.
Speific preformance
is available when the contract has definite and certain terms, there is an inadequate legal remedy, the court can correctly adjudicate, there is mutuality between the parties and there are no defenses.
Inadequate legal remedy applies when you are dealing with
land or unique items.
Speific preformance will not be applied to
services contract because it is difficult to enforce and can abridge certain constitutional provisions against servitude.
Applicable law
Contracts are either guided by UCC or Common law. UCC law applies to moveable tangible goods while common law applies to service or real estate contracts.
Contract formation
A valid contract requires an offer, acceptance, consideration and no defenses to formation.
A valid offer requires an
expression of a promise, undertaking or commitment to enter into a contract, stated with definte and certain terms and commnication to an offeree.
Merchants confirmatory memo
Teh SOF is satsified if a merchant sends another merchant a memo that is sufficent to bind the merchant who sends the memo (ie signed) and includes the parties, subject matter, and quanity. THe reciving merchant s bound even though he did not sign it if the above is satisified and he has reason to know of the confirmation contents and the reciving memo does not object within 10 day of recepit.
Death of an offeree
An ofer is terminated at the death of either party
the mailbox rule
an acceptance that is mailed within the allotted response time is effective when sent (not upon receipt), unless the offer provides otherwise
Definte and certain terms in Speific Preformance
The contract must be valid and the terms must be sufficiently certain for the court to award SP.
Feasibility of enforcement (
Enforcement of the contract must be feasible. It may not be feasible if the court lacks jurisdiction or if it requires too much supervision
Mutuality
Mutuality requires that the party seeking SP has already fully performed or can show that he is ready, willing, and able to perform
No defenses/ Fairness in SOF means
no laches or unclean hands
Expectation damages as it realtes to UCC
UCC allows (i) the buyer to recover the market value at the time of the breach minus the contract price or (ii) the buyer purchase similar goods elsewhere and collect the difference between the cover and the original contract.
A condition precedent is one that must occur before an
absolute duty of performance arises in the other party.
In general, either party has the power to
terminate the agency relationship.
A revocation or renunciation is effective as soon as
the other party has notice of it. However, it will not prevent the other party from being compensated for services that have already been performed.
