Contracts Flashcards

Question

Mutual Mistake

Answer 1

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

Answer 2

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

Answer 3

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

Answer 4

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

Answer 5

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

Answer 6

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

Answer 7

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

Answer 8

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

Answer 9

ROL is on seller until buyer takes possession

Answer 10

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

Answer 11

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

Answer 12

ROL is on seller until it gets to the location

Answer 13

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

Answer 14

Both parties agree to change something due to unforeseen circumstances

Answer 15

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

Answer 16

Waiver Bad-Faith Avoiding forfeiture

Answer 17

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

Answer 18

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

Answer 19

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

Answer 20

The purpose of why I did this no longer exists

Answer 21

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

Answer 22

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

Answer 23

Third party never has rights

Answer 24

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

Answer 25

Most courts Courts interpret contract terms according to their plain meaning

Answer 26

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

Answer 27

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