Brainscape's Knowledge GenomeTM

Browse over 1 million classes created by top students, professors, publishers, and experts.


See full index

Florida Topics > Contracts > Flashcards

Contracts Flashcards

1
Q

The UCC governs ___
Common law governs ___

A

UCC governs the sale of moveable goods. Common law governs land sale contracts and contracts for service.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

Offer

A

An offer is the objective manifestation of willingness to be bound to reasonably certain terms communicated to an offeree and grants the power of acceptance in the offeree

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

An offer is terminate by…

A

Revocation
Rejection
Counteroffer

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

Offers are generally revocable unless they are…

A

Option K, Firm Offer, Unilateral K

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

Option K

A

A contract with additional consideration to keep an offer open for a period of time

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

Firm offer

A

An offer from a merchant, in writing, signed, promising to hold the offer open.
No additional consideration needed.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

Unilateral K

A

A promise for performance. Once you begin performing, the offer becomes irrevocable.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
8
Q

Acceptance is…

A

An express intent to be bound

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
9
Q

Mirror image rule

A

The common law follows the mirror image rule, so acceptance must be identical to the offer, otherwise no contract is formed

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
10
Q

Deviant acceptance

A

The UCC follows the rule of deviant acceptance so a contract is formed even if the acceptance contains additional or different terms

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
11
Q

If one party is not a merchant and the acceptance contains additional or different terms… what happens?

A

the additional or different terms are proposals and are not part of the K (the K was accepted, the additional/different terms are not enforceable)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
12
Q

If both parties are merchants and an acceptance contains additional terms… what happens?

A

The additional terms become part of the K unless:
1) they materially alter the K;
2) the offer expressly says its contingent on acceptance as the offer is; or
3) the offeror completely rejects the additional terms.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
13
Q

If both parties are merchants and the acceptance of an offer contains conflicting terms… what happens?

A

UCC knock out rule applies–the conflicting terms in the offer and acceptance are both not incorporated.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

Mailbox rule

A

Acceptance is effective when sent

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
15
Q

If offeree sends rejection letter first, then an acceptance letter

A

Mailbox rule does not apply, whichever letter arrives first will be effective

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
16
Q

If offeree sends acceptance letter first, then a rejection letter

A

The mailbox rule applies unless the offeror receives the rejection letter first and changes their position in reliance on it.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
17
Q

Consideration

A

A bargained for exchange. FL uses the legal detriment test.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
18
Q

Promissory Estoppel

A

when one party promises the other party, and the party relies on the promise to their detriment

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
19
Q

When do you raise promissory estoppel?

A

When there is no consideration but there was a promise that another party relied on to their detriment

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
20
Q

Modification of Ks under common law

A

Under common law, modification is not enforceable unless there is additional consideration. In FL, any change in performance is sufficient consideration for modification.

21
Q

Modification of Ks under the UCC

A

A modification is enforceable if it is done in good faith

22
Q

Mistake

A

Defense to K formation
A mutual mistake by both parties is a defense if the mistake is:
- a basic assumption of the K;
- has a material adverse effect on the agreed upon exchange; and
- the adversely affected party did not assume the risk of mistake.

23
Q

Statute of Frauds

A

Ks that must be in writing
M- Marriage
Y- Ks that cannot be performed in less than 1 year
L- land sale Ks
E- executor
G- grantor
S- sale of goods > $500

24
Q

Exception to Statue of Frauds

A

Part performance in land Ks where there is payment + possession of the land + improvements.
For all other Ks, there must be some sort of performance.

25
Q

Misrepresentation

A

Defense to K formation or Claim to enforce K
An untrue statement about a material, existing fact, which caused reliance

26
Q

Fraud

A

Defense to K formation or Claim to enforce K
An intentional lie which causes reliance.

27
Q

Undue influence

A

Defense to K formation
Unfair persuasion (one party has greater power over the other)

28
Q

Lack of capacity

A

Defense to K formation
Minors entering into Ks are voidable at the option of the minor.

29
Q

Duress

A

Defense to K formation
Improper threat that leaves a party no choice but to agree

30
Q

Material breach (what is it? what happens?)

A

Where you do not get the benefit of the bargain.
If there is a material breach, the non-breaching party does not need to perform.

31
Q

Minor Breach/Substantial Performance (what is it? what happens?)

A

Where the non-breaching party received substantial benefit from the bargain.
The non-breaching party still has to perform but can recover or deduct damages from the breach.

32
Q

Perfect tender rule

A

Under the UCC, performance has to be perfect. For any non-conformity, the buyer has the option to accept, reject, or accept in part and reject in part

33
Q

If buyer receives non-conforming goods BEFORE delivery date and seller gives intent to cure…

A

Buyer must give seller opportunity to cure

34
Q

If buyer received non-conforming goods AFTER delivery date, but seller had reasonable belief buyer would accept

A

Buyer must give seller opportunity to cure if they can do so within a reasonable time

35
Q

Anticipatory repudiation

A

A clear and unequivocal refusal to perform or an act inconsistent with performance

36
Q

If there is an anticipatory repudiation, the non-breaching party has a right to:

A
  1. sue immediately for breach;
  2. encourage performance;
  3. cancel the K (recission);
  4. wait and see
37
Q

Reasonable grounds for insecurity

A

If the seller communicates something to the buyer that gives them reasonable grounds for insecurity, the buyer can demand assurances

38
Q

Condition

A

Anything, something other than the passage of time, that must occur before a duty to perform arises

39
Q

Illegality and impossibility

A

Illegality- excuses performance bc the K is illegal
Impossibility- excuses performance because objectively, no one could perform the K

40
Q

Impracticability

A

Excuses performance because there is extreme and unreasonable difficult or expense that is unanticipated

41
Q

Expectation damages

A

Putting the P in a position had the K been perfomed

42
Q

UCC seller expectation damages

A

If seller resells the goods = difference between resale price and K price
If seller does not resell = difference between K price and market price

43
Q

UCC buyer expectation damages

A

If buyer covers = difference between cover price and K price
If buyer does not cover = limited to the difference between the K price and the market price

44
Q

Mitigating damages

A

non-breaching party has to mitigate their damages

45
Q

Parol evidence

A

entering into evidence oral statements and prior written statements that occur prior to or at the same time with the K

46
Q

If K is a final integration

A

NO parol evidence unless to clear up an ambiguity

47
Q

If K is a partial integration

A

Parol evidence allowed unless it would contradict a material term

48
Q

Parol evidence exceptions– allowed no matter what:

A
  1. to show a condition precedent to the K
  2. to show course of dealing;
  3. to show right of reformation because of a mistake
49
Q

Assignment and Delegation

A

Any contractual right may be assigned or any contractual duty may be delegated unless the duty involves personal judgment or skill

Florida Topics (11 decks)

Brainscape helps you reach your goals faster, through stronger study habits.
© 2024 Bold Learning Solutions. Terms and Conditions