Contracts Flashcards

You may prefer our related Brainscape-certified flashcards:
1
Q

UCC

A

applies to sale of “movable goods” (widgets)

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

hybrid cases

A

consider predominant purpose of tx

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

unilateral contract

A

promise for complete performance; irrevocable once offeree begins performance (option K)

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

bilateral contract

A

promise for promise; both parties bound; and revocable prior to offeree acceptance

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

offer

A

manifestation of rxable expectation that offeror will enter K with offered terms; requires promise, definite terms, and communication to offeree

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

promise

A

present commitment, not mere invitation to begin negotiations

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

terms of offer

A

terms of offer must be definite/certain and sufficiently identify subject matter (UCC requires quantity)

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

when is revocation effective

A

when received by offeree or publication through comparable means

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

when can an offer be terminated?

A

bilateral offers can be terminated anytime prior to acceptance; unilateral offers can be terminated prior to beginning performance

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

UCC firm offer

A

merchant signs writing agreeing to keep offer open for stated period (or up to 3 months)

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

restrictions on offer revocation

A

(1) UCC firm offer (2) option contract (3) detrimental reliance (4) part performance

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

acceptance

A

offeree objectively manifests assent to terms either expressly or by conduct

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

mailbox rule

A

acceptance effective when dispatched

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

mirror image rule

A

in CL K, every term must be accepted unequivocally, otherwise rejection/counteroffer

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

Battle of the Forms

A

UCC 2-207, K can be formed even with additional terms, if both parties are merchants, unless (1) acceptance is condition on assent to additional/different terms (2) original offer expressly limits to original terms (3) new terms are material alteration or (4) offeror objects in rxable time; if terms are different, knockout rule says conflicting terms are omitted and UCC fills in gaps with default

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

consideration

A

bargained-for-exchange or benefit-detriment; must not be nominal but mere peppercorn sufficient

17
Q

exceptions to consideration

A

(1) illusory promise - performance is discretionary (2) gratuitous promise (gift) (3) past consideration

18
Q

enforcing a K without consideration

A

(1) promissory estoppel - specific promise of future action, promisee’s action was rxably foreseeable to promisor, reliance from promise, and injustice without enforcement (2) quasi-contract - implied K to prevent unjust enrichment (3) implied best efforts for exclusive distributors

19
Q

defenses to formation

A

(1) no mutual assent (mistake) (2) absence of consideration (3) incapacity (4) misrepresentation/fraud (5) duress (6) undue influence (7) unconscionability (8) public policy/illegality (9) SOF

20
Q

SOF

A

the following contracts must be in writing to be enforceable - (1) marriage (2) land sale (3) K that cannot be performed within 1 year of agreement (4) guaranty (5) sale of goods over $500 unless merchant sends written confirmation and there is no written objection in 10 days

21
Q

SOF requirements

A

writing must be signed and can be cobbled from multiple documents; CL requires subject matter, nature of K, and essential terms; UCC requires quantity

22
Q

exceptions to SOF

A

(1) specially manufactured goods (2) merchant confirmation and no objection in rxable period (3) admission in court (4) partial performance

23
Q

parol evidence rule

A

evidence of prior or contemporaneous oral or written terms are inadmissible to vary or contradict the terms of a fully integrated agreement, but can be introduced to explain; such evidence may be used to supplement a partially integrated agreement

24
Q

PER exceptions

A

(1) oral condition precedent (2) subsequent terms/modifications (3) collateral agreements (4) attacking validity of agreement

25
Q

UCC warranties

A

(1) implied warranties of good title, mercantability, fitness for particular purpose (2) express warranties created by seller (3) duty of good faith and fair dealing

26
Q

quantity term in UCC

A

typically required for K to be enforceable, unless (1) output K or (2) requirements K

27
Q

trade usage

A

(1) course of dealing - these parties in past K (2) course of performance - these parties in this K in past

28
Q

breach

A

failure of the duty to perform; can be material, where nonbreaching party discharged or minor where nonbreaching party must still perform

29
Q

anticipatory repudiation

A

unequivocal indication of inability to perform can, after having demanded assurances, be treated as immediate breach

30
Q

modifications

A

modifications in K must be supported by new consideration (CL) or good faith (UCC, usually exists)

31
Q

perfect tender rule

A

under UCC, sale of goods are enforced exactly; if goods fail to conform buyer may (1) reject goods within rxable time (2) accept goods (3) accept some goods; but this is not a breach

32
Q

excuses for nonperformance

A

(1) impossibility (2) impracticability (3) frustration of purpose (4) mistake - mutual mistake is voidable and unilateral mistake only voidable if one party knew of other’s mistake

33
Q

third party beneficiaries

A

the intended beneficiary of a third party K can sue, but not downstream beneficiaries; right to sue vests when third party beneficiary brings a suit to enforce, relies on K, assents to K at the request of main party to contract, or when the right is triggered per the contract

34
Q

remedies

A

(1) expectation damages - puts nonbreaching party in position they would have been in had the promise been performed (2) reliance damages - cost of performance made in reliance on K (3) consequential damages - rxably foreseeable losses flowing from breach (4) incidental damages - for sale of goods, the expenses rxable incurred from the breach (5) parties may agree to liquidated damages

35
Q

duty to mitigate

A

nonbreaching party has duty to mitigate damages sought