Contracts Flashcards
Goods
all thigs moveable at the time they are identified to the contract.
Offer
A promise, undertaking, or commitment to enter into a contract.
Revocation
An offeror is entitled to revoke an offer at will any time before acceptance, even if he has promised not to revoke for a certain time, unless an exception applies which limits the offeror’s power to terminate.
Option Contract
A limitation on revocation. A distinct contract in which the offeree gives consideration for a promise by the offeror not to revoke an outstanding offer.
Merchant’s firm offer
UCC Merchants only. If a merchant offers to sell goods in a signed writing and the writing gives assurances that it will be held open, the offer is not revocable for lack of consideration during the time stated.
Merchant
One who regularly deals in goods of the kind sold or who otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved.
Merchant’s firm offer supplied by offeree
The term of an offer assuring that the offer will be held open must be separately signed by the offeror (e.g., by initialing that sentence) to be enforced as a firm offer.
Detrimental Reliance exception to option contract
When an offeror could reasonably expect that the offeree would rely to their detriment on an offer, and the offeree does so rely, the offer will be held irrevocable as an option contract for a reasonable length of time.
Expectation Damages
are intended to put the injured party in the same position as if the contract had been performed.
For a breach of contract the injured party may be entitled to these.
Consequential Damages
consist of losses beyond those covered by the standard measure that a reasonable person would have foreseen would occur as a result of the breach.
The availability of consequential damages often turns on the breaching party’s awareness of the other party’s circumstances.
Contract damages
must be foreseeable to be recoverable. They must also be ascertainable with reasonable certainty.
Contract damage awards must take into account costs avoided because of the breach.
Damages are foreseeable if a reasonable person in the position of the breaching party would have known at the time the contract was made that the damages were likely to occur as a result of the breach.
Can a non-breaching party recover avoidable damages if he does not make a reasonable effort to cut losses after the breach?
No, but the keyword here is reasonable.
