Contracts Flashcards
When does UCC Article 2 govern a contract?
UCC Article 2 governs K that are for the sale of goods.
What are goods?
Goods are all moveable things identifiable at the time of contracting.
When are contracts for the sale of goods of $500 or more enforceable?
K for the sale of goods of $500 or more are enforceable only if they are in a writing that demonstrates the agreement and signed by the party agonist whom enforcement is sought.
What is a writing?
A writing is any intentional reduction of information to tangible form, including print or typewriting.
What if both parties are merchants? (Merchant Writing Confirmation)
If both parties to the K are merchants and one send a written confirmation of the K that satisfies the writing and signature requirements against the sender, that confirmation is enforceable against the recipient if he/she knows the writing’s contents and fails to object in writing within 10 days of receiving it.
What is a merchant?
A merchant is a person who deals in the kind of goods that are relevant to the transaction or hold himself out as having knowledge or skill peculiar to the goods in the transaction.
What are the exceptions of the statute of frauds?
- Specially manufactured goods;
- Admission in court proceedings that a K was made;
- Partial or complete performance - goods where payment has been made and accepted or which have been received and accepted
Are advertisements offers?
Advertisements are generally only invitations to received offers unless they are so clear, detailed, and explicit that leave nothing to negotiate.
How can parties form a K?
Parties created a k by expressing mutual assent and providing consideration.
What is mutual assent?
Mutual assent usually takes the form of an offer and acceptance.
What is an offer?
An offer is a commitment communicated to an identified offeree in certain and definite terms.
What if a K breach is material?
Damages are calculated according to the entire performance due to the injured party.
What is a valid revocation?
A valid revocation is any act or communication terminating the offeree’s power of acceptance and is effective upon the offeree’s receipt. Revocation must occur before acceptance.
How can an offeror revoke their offer?(Publication)
Offerors can revoke offers by publication, if the method of publication is comparable to that of the offer.
How does an offer terminate?
An offer terminates according to their express terms or when the offeror validly revokes them.
How is an offer accepted?
An offeree accepts an offer by manifesting agreement to its terms in a way the offer requires or allows.
What is doctrine of detrimental reliance?
When a promisor can reasonably expect a promise to induce a promisee’s reliance, the promise is enforceable if the promisee reasonably and detrimentally relies on the promise.
What is consideration?
Consideration is a bargained-for-exchange of legal value between parties.
What if a party fails to perform?
When a party’s performance is due, any failure to perform is a breach and gives rise to a claim for damages.
When is a breach material?
Depends on:
1. How much the breach deprived the injured party of the reasonably expected benefit;
2. How much can a court adequately compensate the injured party;
3. Whether the breaching party will suffer a forfeiture;
4. The likelihood that the breaching party will cure the breach;
5. Whether the breaching party’s actions are consistent with the duty of good faith and fair dealing.
