Contracts Flashcards
What is the rule for Promissory Estoppel?
For promissory estoppel to be effective it must be detrimental, foreseeable, and reasonable.
What are the substitutes for consideration?
Moral obligation with a promise, after receiving material benefit.
Promissory estoppel
Merchant’s firm offer – in writing, max 90 days, signed by the offeror
Also, contractor under seal are no longer used and now would require consideration.
What is required for a valid contract?
To be enforceable, a contract must have mutual assent, consideration, and an absence of defenses to enforcement.
Which law is governing the contract?
Sales of goods – As a contract for the sale of goods, the UCC will be governing.
Services or real estate – As a contract for services or real estate common law will be governing.
Mutual assent is composed of offer and acceptance.
A valid offer requires the intent to form a contract, all terms with sufficient definiteness.
Common law requires the parties, subject matter, quantity, and price
The UCC requires the parties, subject matter, quantity. Price is not required, but can be gap-filled)
What is the rule for acceptance?
An effective acceptance requires the intent to form a contract, agreement to the terms offered, and communication to the offeror.
What is the rule for a valid offer?
A valid offer includes the intent to form a contract, all required terms stated with sufficient definiteness, and communicated to an identifiable offeree. (using the means specified by the offeror – to make it unilateral)
What is the rule for consideration?
Consideration is a bargained-for-exchange which is legally sufficient and determinable.
Bargained-for-exchange – Both parties have some legal detriment.
Legally sufficient – That consideration is a benefit or a detriment to
Determinable – That we are able to determine what the promises are objectively.
What is the rule for determining controlling law for removing things from real estate?
UCC controls trees or standing crops. It also controls if the owner of the land removes the item and sells it (ie. water or minerals)
Common Law controls if the person buying goes onto the land owned by the seller and removes the items.
What does the Statute of Frauds control?
Statute of Frauds – makes contracts unenforceable unless in writing.
Min req. - Requires Parties, Subject Matter, Quantity, Price, and signed by the party to be charged.
One Year Rule – by its own terms – Exception: full performance by one party
Land – Any land, lease for more than a year. Exception: Part performance – required 1) Possession, 2) payment or valuable improvement
Goods valued at $500 or more - Part performance req. and court will only enforce the portion paid. – Exception: Specially manufactured goods, Exception: Merchant’s confirming memo – Only between merchants, charging party does not need to sign. Needs to reject within 10 days.
Suretyship – Promise to pay the debt of another. Like Mom cosigning. Exception: The Main Purpose rule – benefits the co-signer. Then writing not required.
Executors – Only if paying a debt out of own funds.
Marriage – Only for a promise of something of value (pre-nup)
3 step approach – Triggers? Exceptions? Sufficient writing?
List all of the defenses to contract formation.
Statute of Frauds
Formation - Problems with intent, Offer, Acceptance, Consideration
Capacity - Minors or intoxication/mental capacity - Exception: Necessaries
Fraud / Misrepresentation - in execution, in inducement
Mistake - Unilateral, Mutual, Ambiguity
Duress – Physical and economic
Illegality - Subject matter or purpose
What is effective acceptance under common law?
Under the common law, an effective acceptance must be the mirror-image of the offer. Also, where a method of acceptance is specified, that method of acceptance must be used by the offeree.
Parol Evidence rule - two Judges
The purpose of the Parol Evidence Rule is to prevent fraudulent claims. When parties have a writing evidencing their agreement, the parol evidence rule prevents a party from introducing evidence which claims that the written contract is inaccurate or incomplete, due to the existence of a separate oral agreement.
Corbin – consider all evidence surrounding the making of the contract
Williston - four corners” of the document itself.
