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Contracts Flashcards

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1
Q

Offer

A

Outward manifestation of your intent to enter into a contract
Need Specific Terms

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2
Q

Advertisment

A

Generally considered an invitation to offer unless it is specific;
A revocation of an advertisment is only effective if it is publicized at least as heavily as the offer

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3
Q

Ways to terminate an offer

A

Death
Lapse of Time
Rejection
Counteroffer
Revocation

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4
Q

Direct Revocation

A

This is obvious

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5
Q

Indirect Revocation

A

Offeree learned that offeror made a deal with someone else

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6
Q

3 Instances where an offer can be irrevocable

A

Option contract
Firm Offer (UCC)
Unilateral Contract

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7
Q

Option contract

A

Promise to keep the offer open for a period of time
NEED ADDITIONAL CONSIDERATION

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8
Q

Firm offer

A

Applies to UCC
NEED WRITING SIGNED BY MERCHANT
Lasts for time stated or max 3 months

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9
Q

Unilateral Contract

A

Promise for an act
Look for performance has begun

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10
Q

Mirror Image Rule

A

Acceptance has to mirror the offer

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11
Q

Mail Box Rule

A

Acceptance is effective when sent
Rejection is accepted when received
If rejection is sent then an acceptance is sent, whichever is received first prevails

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12
Q

Acceptance in UCC

A

Liberally construed
Changes to contract don’t invalidate acceptance except:
If the change materially altered a term in the contract
If you object to a term in the contract

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13
Q

Consideration

A

Bargain for exchange
Both parties are giving up something or doing something

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14
Q

Illusory Promise

A

Generally not valid consideration
When the party making the offer retains control

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15
Q

Gift

A

Promise to make a gift is invalid consideration
If the gift is already given, valid consideration

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16
Q

Past or moral consideration

A

Stuff that has already occurred in the past is not consideration

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17
Q

Promissory Estoppel

A

A promise that induces you to rely to your detriment
Valid if:
Promisor intended to induce the promisee to rely on the promise
The promisee detrimentally relied on the promise in a reasonable and foreseeable way; and
Enforcement of the promise is required to prevent an injustice

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18
Q

Defenses

A

Age
Mental Disease
Duress
Undue Influence
Unconscionability
Mistake
Misrepresentation
Non-Compete Clause
SoF

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19
Q

Age

A

Contract is voidable
Minor can ratify once they reach age of majority
Apply number after age of majority

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20
Q

Mental Disease

A

Void

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21
Q

Duress

A

Looking for some sort of threat

22
Q

Undue Influence

A

Looking for some sort of uneven bargaining position

23
Q

Unconscionability

A

Focus on result
If we go forward with K; the result itself will be unconscionable

24
Q

Unilateral Mistake

A

If one party is mistaken about a term, not a defense UNLESS
Other party knew about the mistake

25
Q

Mutual Mistake

A

If both parties were mistaken about a term; this is a valid defense because no meeting of the minds;
Contract is voidable by adversely affected party if:
1. Mistake relates to a basic assumption of the K;
2. The mistake materially affects the agreed-upon exchange of performances; and
3. The adversely affected party does no assume the risk of mistake

26
Q

Intentional Misrepresentation

A

Intentionally say something that you knew or should have known was false with intent to induce reliance
Has to be material

27
Q

Negligent Misrepresentation

A

Omission or saying the wrong thing that cause the person to rely

28
Q

Statute of Frauds

A

K’s that must be in writing; MYLEGS
M: Marriage
Y: Years - Contract that cannot be completed within a year
L: Land - Sale of interest in land; including leases
E: Executor
G: Guarantor/Surety
S: Sale of goods $500 or more

29
Q

Part Performance

A

Exception that applies to land and sale of goods contracts
If the person pays something of value and either makes an improvement or takes the possession, does not have to be in writing

30
Q

Parole Evidence

A

Trying to add stuff that we negotiated prior to or at the time we entered into the contract
Most times it is admissible

31
Q

Complete Integration

A

Merge clause or hypo says it is a complete document
If complete; not coming in EXCEPT; to clear up an ambiguity

32
Q

Partial Integration

A

Any evidence that explains or supplements the K is admissible
Can’t bring in anything that contradicts or materially alters a term of the contract

33
Q

Risk of Loss Non-Carrier; S = merchant

A

ROL is on seller until buyer takes possession

34
Q

ROL Non-Carrier; S is not merchant

A

ROL is on seller until seller makes goods available to the buyer

35
Q

Shipment K (FOB SELLER)

A

Default rule
ROL is on seller until he gives them to the carrier

36
Q

Destination K (FOB ANYTHING ELSE)

A

ROL is on seller until it gets to the location

37
Q

Modification

A

Changing material term in K
Common Law - Need additional consideration
UCC - Need good-faith
Can be oral or written

38
Q

Mutual Modification

A

Both parties agree to change something due to unforeseen circumstances

39
Q

Types of conditions

A

Condition Precedent - Event has to happen prior to performance
When performance under a contract is contingent upon the occurrence of a condition precedent, performance is not due until the condition occurs or its nonoccurrence is excused
Condition concurrent - Event happens at the time of performance
Condition Subsequent - Event happens after the time of performance

40
Q

Exceptions to conditions

A

Waiver
Bad-Faith
Avoiding forfeiture

41
Q

Non-Conforming Goods

A

Buyer can:
Accept - pay amount of OG K
Reject - Must be done within a reasonable time
Accept in part
Reject in part
If seller has belief that buyer would accept NCG; seller can fix

42
Q

Impractiability

A

Unforeseen circumstance which now make performance so difficult or expensive that performing is now too hard or expensive

43
Q

Impossibility

A

Impossible if nobody can perform
Under UCC:
If goods are destroyed
If performance is illegal
Temporary impossibility can’t be raised
Impossibility will not apply if parties prepared for that event because its foreseeable

44
Q

Frustration of Purpose

A

The purpose of why I did this no longer exists

45
Q

Anticipatory Repudiation

A

If done before K:
Can hold in total breach and sue immediately
Can also wait to see if they change their mind
Can look for someone else to do the work

If person says they are not sure if they can perform and other party is worried:
Can demand assurances
If they respond in a reasonable amount of time, party must wait
If no response, can look for someone else

46
Q

Intended beneficiary

A

Third party may have rights
How do we know when their rights vest?
You or I tell him and he accepts
He learns about it and begins to rely
If rights did vest, does he have same rights and defenses as K people? Yes

47
Q

Incidental beneficiary

A

Third party never has rights

48
Q

Assignment and Delegation

A

Valid!
No notice required
If assigned or delegated, person must allow the new person to do the service or the job
Assignment must be a present intent to transfer
If bob doesn’t show up, or shows up and does a bad job, can sue bob as well as the OG person, unless there was a novation
If it says no assignment or delegation, assignment is still valid, I owe you damages for the breach
If it says assignment or delegation would be void, then can’t assign or delegate
If it says there is no delegation of duty, cant do that

49
Q

Plain-Meaning Rule

A

Most courts
Courts interpret contract terms according to their plain meaning

50
Q

Context Rule

A

Some courts
Courts interpret contract terms by considering all facts and circumstances related to transaction
Goal is to effectuate actual intent

51
Q

No Oral Modification Rule

A

Common Law - NOM clause enforceable only if modification must be in writing under SOF
UCC
All parties are merchants = NOM clause always enforceable
>1 part nonmerchant = must be separately signed by nonmerchant
NOM clause can be waived by the parties through words or conduct, and the waiver cannot be retracted if a party has materially changed its position in reasonable reliance on the waiver

Bar Review (4 decks)

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