Contracts Flashcards
contract
legally enforceable agreement between 2+ persons as to something that is to be done in the future by one or both of them
Types of K
express= formed by words
implied in fact= created by conduct
Bilateral K= promise in exchange for a promise
Unilateral K = promise in exchange for performance (completion of performance is acceptance of the offer, when offeree tenders/begins requested performance offeror becomes bound and can’t revoke)
Option K= offeree gives consideration for offeror to not revoke offer for period of time
Merchant
One who regularly deals in goods of the kind sold or who otherwise by their profession holds themselves out as having special knowledge or skills s to the practices or goods involved
Mixed good/ service K test
Language
Nature of business
Intrinsic value of material (greater cost alone insufficient, separation is key)
offer
manifestation of intent to be bound/ enter into a bargain , Create a reasonable expectation in the offeree that offeror is willing to enter into a K on basis of the offered terms
Ads, circulars, form letters, etc. is not an offer
ad = invitation to an offer
Exception to broad audience
- bait &switch
1st come 1st serve while they last, subject to prior sale
Reward offer
material / missing terms
should include : Offeree’s name, Offer’s subject matter, and Price
Fact that 1 or more terms are left open doesn’t prevent the formation of a K if it appears that the parties intended to make K and there is a reasonably certain basis for giving a remedy
land sale offers= must include price and description of land
sale of goods= must include quantity or way to determine quantity
requirement K
B promises to buy a certain seller all of goods the B requires, and S agrees to sell that amount to B
output K
S promises to sell to B all of the goods that S produces and B agrees to buy that amount from the seller
employment K
Where no duration is stated courts will not supply reasonable term of employment but will instead find “at will” contract
“At will” contract means employee or employer can terminate contract at any time
Termination of an offer
Traditional view= an offer can be revoked at anytime b4 acceptance even if offer says offer will remain open ( except: consideration, option K)
Revocation Process
Can be revoked through words or conduct (act inconsistent with offer)
Must be communicated to the offeree directly by offeror OR indirectly by reliable 3rd party
Must be communicated by a comparable medium 🡪 does not have to be the same but it should be done to reach same audience that the offer was sent to
NOTE: revocation is generally effective when received by the offeree/ when published
events that terminate
By operation of law
Death or incapacity of offeror :offeree does not need to be aware
Destruction of the proposed contract’s subject matter OR
Supervening illegality
Lapse
Offer will lapse at the end of the time stated 🡪 if none stated, offer will lapse after a reasonable time (time may vary depending upon the circumstances)
At the end of face-to-face or telephonic conversation (unless contrary indicated)
Specified event 🡪”Subject to prior sale” (if there is a prior sale then the occurrence of that event will terminate the offer)
Rejection & counteroffer
Offeree doesn’t want terms of offer they want new terms they have specified
Counteroffer terminates the original offer and offeree becomes offeror, can’t go back to original offer b/c it no longer exists
doesn’t make a counteroffer
Grumbling Acceptance: A person is complaining about the terms of an offer. (“price to high” , “would you take $100”)This does not terminate the offer and is not considered a counteroffer/rejection, can still come back and accept
Inquiry: This is just a question. It does not terminate the offer and is not considered a counteroffer/rejection, can come back and still accept
rejection is effective when received by offeror exception
Rejection of a counteroffer to an option doesn’t constitute a termination of the offer
Offeree free to accept original offer w/i the option period unless offeror has detrimentally relied on the offer’s rejection
Mailbox Rule
General rule acceptance effective when mailed
Must be reasonable means and properly mailed
Effective even if never received by offeror
exception : offeror must receive by x date= effective when received (option K effect when received)
vacilitating offeree
sending both acceptance and rejection = whichever received 1st applies
If offeror relies on rejection, offeree estopped from asserting MBR-no K
If MBR applies-K
. Examples:
Acceptance mailed, rejection mailed, rejection received, acceptance received= no K
Acceptance mailed, rejection mailed, acceptance received,rejection received= K
firm offer ( offer is irrevocable if)
offer by a merchant to buy or sell goods in a signed writing and the writing gives assurance that it will be held open =
irrevocable for time stated or if no time stated, reasonable time not to exceed 3 mos. ( revocable offer if beyond 3 months
Under article 2 if the term of an offerassuring that the offer will be held open is on a form supplied by the offeree, that term must be separately signed by the offeror ( by initialing that sentence) to be enforced as a firm offer
Detrimental reliance
When offeror could reasonably expect that the offeree would rely to their detriment on the offer, and offeree does so rely
Offer will be held irrevocable as an option contract for a reasonable length of time
Acceptance
manifestation of assent to an offer
Power of acceptance created by an offer
must be unequivocal and unqualified in order for a contract to be formed
Objective test= action and conduct/words
offers to buy goods for current or prompt shipment
Accepted by either a promise to ship or by a shipment of conforming or nonconforming goods
Shipment of nonconforming goods is an acceptance creating a bilateral contract as well as a breach of the contract unless seller seasonably notifies the buyer that a shipment of nonconforming goods is offered only as an accommodation
Not required to accept can reject
Battle of the forms
applies to K for sale of goods
Knockout rule:
different terms cancel each other out and do not become part of K
If applicable, replaced by supplementary terms
additional terms show up in only one form and not the other
- Additional terms become a part of the contract between merchants unless…
The offer expressly limits acceptance to the terms of the offer
They materially alter it
Notification of objection to them has already been given or is given within a reasonable time after notice of them is given
Consideration
bargained for exchange b/n parties and there is legal value
no bargained for when one party gives a gift to another
peppercorn theory= virtually anything can serve as consideration if bargained for
past consideration is not consideration
preexisiting legal duty is not considertaion
EXCEPTIONS
new/ different consideration is promised
promise is to ratify a voidable obligation
Preexisting duty is owed to a 3rd person rather than promisor
Honest dispute as to duty or
Unforeseen circumstances insufficient to discharge a party
illusory promise
Promissory language but promisor not bound
Promise v. expression of intention
has to be present act
Forbearance as performance
promisee agrees not to sue promisor in exchange for promisor’s promise to settle claim outside of court is consideration if
Genuine dispute or
Claim was asserted in good faith
modification of K ( consideration )
GR: K can’t be modified unless modification supported by new consideration
CL: modification w/o consideration if
- Modification is due to circumstances that were unanticipated by parties when the contract was made
-It is fair and equitable
UCC: no consideration needed if dealing in good faith
discharege of debt ( modification of K)
through accord and satisfaction
Promissory estoppel
Basis is for enforcing promise where no consideration
Enforceable if necessary to prevent injustice if
The promisor should reasonably expect to induce action or forbearance and
Such action or forbearance is in fact induced
Mental incapacity (defense)
Group who can avoid liability or disaffirm
K voidable
Effective unless disaffirmed
Only mentally incapactitated ( or representative) can disaffirm
Any time while incapacited or w/n reasonable time after coming into lucid state
Must return item or make restitution
minor must disaffirm w/n reasonable time of reaching age of majority
- liable for necessaries
- don’t have to make restitution
duress( conduct as justification for nonperformance)
wrongful (unlawful) or improper act or threat that leaves party w/ no reasonable alternative but to acquiesce
Threat to initiate a criminal prosecution solely for personal gain = improper
Economic duress ( business compulsion )
Financial circumstances presented no reasonable alternative but to agree
Other side caused financial hardship or contributed to financial hardship
misunderstanding (K defense)
ambiguous contract language
Includes term with at least two possible meanings, the result depends on the parties’ awareness of the ambiguity
Neither party aware= no K unless both parties intended same meaning
Both parties aware= no K unless both parties intended same meaning
One party aware= binding contract based on what the ignorant party reasonably believed to be the meaning of ambiguous words
clerical error vs erros in judgment
clerical= computational, typose
judgment= time, resources, conditions
reformation
ct has writing changed to conform to parties intentions
must be
- agreement and reduced to writing
misrepresentation
2 choices for redress: tort action or K recisission
Assertion not in accord w/ facts
Past or present but not future
Facts vs. opinion or future prediction
Exceptions
The person stating opinions an expert = treated as if the statement is a fact
Party misrepresents state of mind
Relationship of trust or confidence
Susceptibility due to age, health, etc.
public policy ( K defense)
Consideration or subject matter of a contract is illegal the contract is void
If only the purpose behind the K is illegal, the K is voidable by a party who was
Unaware of the purpose or
Aware but did not facilitate the purpose and the purpose does not involve serious moral turpitude
Unconscionability
If K or clause of K is unconscionable, court can refuse to enforce all or part of K
two prong test
procedural= absence of meaningful choice
substantive= terms unreasonably favorable to other party
Statute of FRauds
certain agreements, by statute, must be evidence by a writing signed by the party sought to be bound
Ks w/n SOF (MY LEGS)
K made in consideration of marriage ( prenups, give something, etc)
K not to be preformed w/n a year of its making
K for sale or transfer of an interest in land
K of executor to answer for decendent’s debts out of executors own funds
K for sale of goods for $500+
Suretyship ( K to answer for duty of another)
Marriage ( SoF)
Applies to promises that induce marriage by offering something of value ( ex: you marry my son I give you two a house)
Year ( SoF)
performance not within one year from date of contract
Promise that by its terms cannot be performed w/i one year is subject to the SoF
Date runs from date of the agreement and not from date of performance
Lifetime K not subject to SoF 3 year contract is
land (SoF)
Ks for sale or transfer or interest in land
Real property ( structures permanently attached to the land)
Option to buy an interest in land
Easements, mortgages, fixtures, leases ( short term leases (1-3 yrs) generally exempt)
Minerals or structures if they are to be severed by the buyer
K to build a building or to find a buyer for a selef do not create aninterest in land
EXCEPTIONS
Leases of less than or equal to a year
Part performance of real estate contracts
Payment, possession, improvement ( need ⅔)
Executor or Administrator Promises personally to Pay Estate Debts
Out of their own funds must be evidence by a writing
Good ( SoF)
priced at $500 or more
Writing is sufficient even though it omits or incorrectly states a term, but the contract is not enforceable beyond the quantity of goods shown in the writing
EXCEPTIONS
Goods accepted
Goods paid for
Substantial beginning on custom goods
Suretyship (SoF)
t least 3 parties
Creditor
Debtor ( principal) underlying legal obligation
Promisor (Surety) promise must be made to the creditor ( if Debtor does not pay then I will pay)
NO Suretyship
No underlying legal obligation running from the debtor to the creditor
P orally promises to pay C if C delivers goods to D; D not obligated to C
Result: P’s oral promise to C enforceable
Novation ( underlying legal obligation extinguished)
C accepts P’s oral promise to pay C in satisfaction of D’s obligation and D is discharged
result:P’s oral promise to C enforceable
Joint promise ( no underlying legal obligation)
P&D jointly orally promise to pay C
Only one obligation
Result: P’s oral promise to C enforceable
Suretyship EXCEPTION
Main purpose (leading object) rule
The main purpose of the promisor’s promise is to benefit the promisor then promise enforceable even if not in writing (helping himself)
Result: P’s oral promise is enforceable
K removed from (SoF)
Contract modictions: modifications must be in writing if the contract as modified falls within the SoF
For sale of goods K, if K as modified is for $500 or more, must be evidence by a writing
If K as modified is less than $500 no writing is necessary
CL- Provisions prohibiting oral modification is not enforceable
Article 2 if party’s agree all modification’s must be in writing it is enforceable
Exception for service contracts: FULLl performance K satisfies SoF
An oral K that cannot be completed w/i one year but has been fully performed by one party is enforceble
No part performance exception for service contracts
Judicial Admissions Exception
Agreement admitted to under oath enforceable K
Merchant’s confirmatory Memo
Merchants
Agree to K
One party sends signed writing containing quantity terms
No objection by recipient within 10 days
Adequate writing satisfy (SoF)
Sales of good of $500 or more
Quantity term
D‘s signature ( signed by party to be charged)
K for services must have
All material terms ( who, what)
D’s signature
Signature Requirement
Signature is any mark or symbol made with the intention to authenticate the writing as that of the signer
Can be printed or typed
Initials or letterhead
Electronic signature okay
Parol evidence
When the parties to a contract have mutually agreed to incorporate a final version of their entire agreement in a writing, the writing is an integration neither party will be permitted to contradict or supplement that writing agreements w/ extrinsic evidence of prior agreements or negotiations between them
Any other expressions written or oral made prior to the writing as well as any oral expressions contemporneous with the writing are inadmissible to vary the terms of writing
Integration
Writing intended as final expression of the agreement
Whether the integration was intended to be complete or partial
Partially integrated writing can be supplemented but not contradicted by
Prior oral or written or
Contemporaneous oral or written
Agreements and negotiations
Totally completely integrated writing cannot be supplemented or contradicted by
Prior oral or written or
Contemporaneous oral or written
Agreements and negotiations
merger clause
Recites that the agreement is the complete agreement b/n the parties
Presence of merger clause is usually determinative in large commercial contracts
PER Exceptions
Agreements, negotiations, etc AFTER writing modification of K
Collateral agreements: independent of K? Separate consideration?
Evidence offered to invalidate K: no consideration; fraud; K subject to condition precedent
Evidence offered to explain meaning of term in K: chicken means broiler/fryer
Evidence offered to reform K: parties mistakenly wrote incorrect price, typographical, computational errors
PER sale of goods
Final expression of parties agreement
Cannot be contradicted by
Prior oral or written agreements or
Contemporaneous oral agreements
But may be explained or supplemented by :
Course of dealing; trade usage; course of performance & consistent additional terms
Trade Usage: practices or methods having such regularity of observance in place vocation or trade that it justifies expectation parties will observe
Course of Dealing: conduct b/n parties Before agreement in question
Course of Performance: conduct by parties After agreement in question accepted w/o objection
when express terms & course of performance, course of dealing & trade usage cannot reasonably be construed as consistent w/ each other, EXPRESS TERMS CONTROL
Heirarchy
Express terms
Course of performance
Course of dealings
Trade usage
Warranty for sale of goods ( 3types)
Express warranty (2-313)
Created by Seller’s representations, examples & models
Negation or limitation is inoperative to the extent that such construction is unreasonable
Implied warranty of merchantability (2-314)
Merchant warrants goods will pass w/o objection in trade & are fit for ordinary purposes for which such goods are used
Goods fit for ordinary, foreseeable purpose for which they are to be used
Disclaimer must be conspicuous
Implied warranty of fitness for particular purpose (2-315)
Seller aware of buyer’s particular purpose & Buyer relies on Seller’s knowledge/skill re: goods in making the purchase
Buyer comes in with special purpose
Seller knows of special purpose
Seller picks out goods fit for buyer’s special purpose
Disclaim by a conspicuous writing
Disclaimers
Conspicuous defined
Is is in larger type thn surrounding text
It is in a contrasting type, font, or color
Set off from the text by marks that call attention to it
Implied warrant can be disclaimed by depression such as “as is” “with all faults”, etc
No warranty as to defect sthat a reasonable examination would have revealed
Parties may include in K clause limiting damages available in case of breach of warranty as long as it’s not unconscionable
Must be agreed to during bargaining process
risk of loss
Seller bear risk= replace goods
Buyer bear risk= pay contract price
Hierarchy of risk
Allocation of risk ( ex: buyer beas risk)
Breaching party is liable
Noncarrier case( buyer picks up directly or seller delivers directly to buyer)
Merchant seller’s bear risk until seller takes physical possession
Nonmerchant sells buyer bears risk when seller tender delivery
tender= where product is and how to get it
Delivery by common carry ( 3rd party in shipping business)
Risk of loss shifts from seller to buyer when seller completes its shipping obligations
Delivery obligation
assume looking at shipping contract
Shipping contract (buyer bears loss even before get the goods)
Seller delivers goods to common carrier
Arranges for delivery an d
Notifies buyers
Risk of loss passes to buyer on delivery to carrier
Destination contract
Seller must deliver goods to buyer’s location
FOB= free on board
FOB followed by city name = seller bears risk until reach city name
FOB followed by seller city = shipment contract
how to show performance for diff types of K
CL K
Substantial performance is enough
Meets K’s essential purpose
UCC Article 2
Perfect tender rule: seller’s delivery must be perfect
Not 100% perfect buyer has right to reject
INstallment K
Requires delivery of goods in separate installments over specified period
Terms of performance
Tender payment by cash
Check is okay = performance obligation satisfied
Don’t have to take , if refuse have to give additional reasonable time to come in with cash
conditions
ons
conditions= limit obligations created by contract language ( if, as long as, until, when, unless, provided that, on the condition that)
An event or state of world that must occur or fail to occur before a party has a duty to perform
An event or state of th eworld, the occurrence or nonoccurence of which releases a party from their duty to perform
express conditions
must be perfectly satisfied
No substantial performance rule
Conditions Do not create obligations
satisfaction condition
easured by a reasonable person standard unless
K deals w/ art r personal taste
condition (precedent, subsequent, waiver, excusal)
Express condition precedent
Performance not due until event occurs
Conditions subsequent
Events after performance that could terminate duty to pay
Conditions may be excused by action or inaction of person protected by condition
Waiver of condition: voluntary giving up of condition’s protection
anticipatory repudiation
Before performance is due
Statement of intent not to perform or (Must be definite & unequivocal)
Conduct
Act makes it impossible to perform
Refusal to perform except on terms outside K
Repudiation even if party honestly believes s/he not obligated to perform
NN: financial difficulty is not repudiation
Upon repudiation injured party can
Suspend performance or
Wait until the time set for performance
Or withhold performance & sue immediately
Exception: if injured party has completely performed at time of repudiation must wait until time set for performance
Repudiation can be retracted unless:
Injured party has changed her position in reliance on or
notified repudiating party she is treating repudiation as final
demand for Adequate Assurances
Party w/ reasonable rounds for insecurity can demand adequate assurances in writing
Failure to provide adequate assurances w/n reasonable time < 30 days is repudiation
Cannot use adequate assurance provision to rewrite K or demand certain assurance
recission
party mutual agreement to cancel contract
Each party must have some performance remaining for effective rescission
Later agreement excusing performance ( recission, modification,accord and satifaction, novation,delegation, impossibility/impracticability, death, supervening illegality,destruction of subject matter, frustration of purpose
rescission= party mutual agreement to cancel contract
Each party must have some performance remaining for effective rescission
Modification agreement= replaces existing K with new K immediately
Accord and satisfaction = agreement to accept different performance to satisfy existing duty ( if….then)
Novation: agreement to substitute new party for existing party
Delegation : one party finds replacement party to perform
Original party’s obligations not excused
Impossiblity/ impracticability : later unforeseen event makes party’s performance impossible
Death or incapacity of essential person
Supervening illegality : form of impossibiltiy
If performance made illegal by subsequent gov’t regulation, performance excused
Destruction of K’s subject matter
Increase in cost is not an excuse
Frustration of purpose = become valueless by virtue of some supervening event not the fault og the party seeking discharge
Both parties understood the central purpose
Performance excused if K’s essential purpose frustration
Party seeking to be excused must show:
Supervening act/ Event substantially frustrated principal purpose of K
Nonoccurrence of event basic assumption on which K made
Party did not create the impracticability &
Party did not assume obligation greater than that imposed by law ( developing brand new technology and guarantee that it is going to work is an obligation assumed greater than law
breach
failure to perform absolute duty
nonbreaching party must show willing able to perform but for breach
minor breach
Obligee gains substantial benefit of their bargain despite the obligor’s defective performance
Minor breach doesn’t relieve the aggrieved party of their duty of performance under the K
material breach
Obligee does not receive substantial benefit of their bargain
Noperformance or substantial performance
No benefit of bargain to nonbreaching party
Contract ended
Counter-performance discharged
Determining
Amount of benefit received
Adequacy of compensation
Extent of part performance
Hardship
Negligent or willful behavior
Likelihood that breaching party will perform remainder of K
Time for performance
Failure to perform w/i stated time is not material breach unless
Time of essence
Ct looks at all the circumstances
to determine substantial performance ct looks to
Benefit received by nonbreaching party
Part performance by breaching party
Hardship to breaching party
perfect tender rule
if goods don’t conform buyer may
Reject entire shipment
Accept entire shipment or
Reject in part, accept in part
Acceptance goods if they
Indicate good conform to K
Indicate theyll keep nonconforming goods
Fail to reject w/i reasonable time
Fail to notify seller of rejection
Act inconsistent with seller’s ownership
Acceptance may be revoke acceptance if goods have a defect that substantially iimpairs their value to the buyer and
Accepted goods on reasonable belief that defect would be cured and has not been OR
Accepted the goods bc of the difficulty of discovering the defects or bc of the seller’s assurance that the goods conformed to the K
Revocation of acceptance must occur
w/i reasonable time after discovery
Before any substantial change in the goods occurs
Seller has right to cure nonconforming goods w/i time for performance
Notify buyer with intent to cure
Installment K
Buyer can reject installment if nonconfrormity substantially impairs value of installment
K breach if nonconformity substantially impairs entire K’s value
Anticipatory repudiation
Early statement of nonperformance
Can be retracted if not relied on
Nonmonetary remedy
Specific performance
Money damages inadequate
Feasible to enforce decree
Land K
All land unique
Specific performance available
Sales of good
Specific performance available only if goods unique or buyer unable to cover ( only supplier)
No specific performance for personal service K
Can get injunction against working for competitor
Reclamation- article 2
Seller can get reclamation if
Buyer insolvent and
Seller demands reclamation w/i 10 days of receipt
Requirements
Buyer Insolvent at time received goods
10 day rule
The date the goods delivered to the buyer
For reclamation to work, buyer must have goods at time of demand
EXCEPTION
Seller can reclaim goods beyond 10 day limit if
Buyer misreps solvency
In writing
w/i 3 mo before delivery
Money damages
Expectation damages= put injured party in position they’d be in had K been performed
Measuring expectation Damages
Loss in value
Due under K (general $$)
+ Other loss
incidental/ consequential $$ ( special $$)
- costs avoided
Savings resulted from breach
- loss avoided
Salvage, other employment, etc
= $$
Reliance damages
Available if expectation damages uncertain
Return nonbreaching party to status quo
Restitution damages
Measure by value of benefit conferred
Incidental damages
Costs incident to breach
Cost incurred in dealing with a breach
Consequential damages
Recoverable if foressable at time of formation
No punitive damages in K
Liquidated damages clauses
Upheld if
Damages difficult to est at K formation
Amount reasonable forecast of damages
Invariable lump sum liquidated damages clause = invalid
Sale of Goods damages - buyer
Cover damages
Cover price ( buying replacement goods)- original contract price
Buyer must make reasonable K for substitute goods in good faith and w/o unreasonable delay
Market damages
Market price - original K price
Market price at time buyer learns of the breach and at the place of tender
Loss in value
Value as promised- value as delivered
Buyer kept nonconforoming goods
sale of goods damages- seller damages
Resale damages
K price- resale price
Market damages
K price - market damages
Didn’t resale in good faith or couldn’t resale
K price available if seller can’t resell goods (unique goods)
Lost-volume seller rule
Unlimited supply
Lost profit measure used
Avoidable damages
Damages that could’ve been avoided are not recoverable
Duty to mitigate
Duty to mitigate limited to similar/comparable subject matter
entrustment - rights and duties of third parties
Merchant who ordinarily deals in goods of kind sells entrusted goods to BFP
BFP always wins
third party beneficiary
2 parties K to benefit 3rd party
Intended beneficiary
Name in K
Can enforce K
promisor= party who promises to perform for 3rd party
promisee= party who secures promise
Promisor liability
Intended 3rd party beneficiaries can enforce rights under K
Promisor has same defenses against 3rd party beneficiary as against promisee
3rd party beneficiary rights
Intended beneficiaries have rights to enforce contract
Incidental beneficiaries do not
Either promisee or beneficiary can enforce rights against promisor
Vest when
Manifest assent to a promise in the manner requested by the parties
Bring a suit to enforce the promise
Materially change position in justifiable reliance on the promise
recission/ modification- 3rd party
K can be recided/modified until beneficiary rights have vested
Promisor and promisee can’t cancel k after vesting unless
Beneficiary consents or
K provides otherwise
assignment
2 parties to K
1 party (assignor) assigns rights to 3rd party (assignee)
Assignee can enforce rights against party who owes duty (obligor)
Valid assignment
Language of present transfer “I assign”
No consideration needed (gift assignment OK)
Restrictions on assignments
Prohibition : assignments not permitted
Assignee w/o knowledge can stil collect
Invalidation: assignments null and void
Assignments can’t substantially change duties of obligor
Aignee can recover from obligor directly
Obligor has same defense against assignee as against assignor
Gift assignements
Easily revocable
Last gratuitous assignee wins
Consideration assignments
1st assignee for consideration wins over all subsequent assignees and previous gift assignees
Exception
Later assignment for consideration if he doesn’t know of the earlier assignments and is first to get a payment from or a judgment against the obligor
Delegation
Party to K delegates duty to 3rd party
Obligor can delegate duties w/o obligee’s consent
Prohibition against delegations= no delegations allowed
No assignements= no delegations
Party w/ special skills can’t delegate
Parties to K agree to substitute new party under K = novation not delegation
Delgetaing party always liable to obligee
Delegate for consideration= liable
Create third party beneficiary obligations
