Contracts Flashcards
Offers are generally revocable, unless:
- Paid-for option k
- Foreseeable detrimental reliance
- Started performance under unilateral k, or
- Merchant’s firm offer
Termination of an offer
- Lapse of time → offer terminated if not accepted
- within reasonable time
- Revocation → offeror retracts offer
- Rejection → counter-offer, conditional acceptance
- Death
Mailbox Rule
Acceptance effective when mailed
Mirror Image Rule
- Under common law, acceptance must mirror offer terms
- No mirror image rule under UCC Art. 2 → offeree’s additional terms not in k unless:
(1) not material, and
(2) offeror doesn’t reject.
Both parties must be merchants!
Consideration
Bargained for exchange that makes k enforceable
Statute of Frauds Categories
MY LEGS
* Marriage (k in consideration of marriage)
* Year (more than 1)
* Land sales (any interest in real property)
* Executors
* Goods for $500+
* Sureties
Virginia: Property devised by will in exchanged for services
K for sale of goods $500+
must have defendant’s signature and quantity term
Common law contracts must have:
all material terms and defendant’s signature
To satisfy the Statute of Frauds in Virginia
the writing need not conclusively establish the existence of a contract as long as it provides the basis for believing that the offered evidence rests on a real transaction
Land Sales Exceptions to the Statute of Frauds
- Lease equal to or less than 1 year
- Part performance of real estate k’s – payment, possession, improvement (need ⅔)
Parol Evidence rule and exceptions
Rule: Excludes evidence of
* Prior and contemporaneous agreements
* Contradicting final writing
Exceptions:
* Fix clerical errors
* Explain ambiguous terms
* Establish defense
When Parol evidence does apply, heirarchy:
- course of performance
- course of dealing
- trade usage
Delivery by common carrier (risk of loss)
risk of loss passes when seller delivers
Shipment contract (risk of loss)
buyer bears risk before receiving goods
Performance requirements
Common law: substantial performance
UCC: perfect performance
Duty to notify seller of objections in VA
buyer is not required to notify seller initially of all of their objections, but is required to notify the seller that the transaction was troublesome
Anticipatory repudiation
retractable unless relied upon
Adequate assurances
must have reasonable grounds for insecurity
Frustration of purpose
both parties must understand central purpose of k
Specific performance
Money damages inadequate
Feasible to enforce decree
Punitive damages
none for contracts
Liquidated damages clause
- Okay if reasonable and damages hard to anticipate at time of contract
- No single lump sum payment
Expectation damages
Put injured party in position they’d been in had k been performed
Buyer’s damages options
- Cover damages = cover price - k price
- Market damages = market price - k price
- Loss in value = value promised - value delivered
