Contracts Flashcards
Choice of law
UCC - sale of goods
Common Law- services or land
Formation
Offer and acceptance and consideration
Offer
Outward manifestation of intent to inter into contract with specific terms communicated to offeree.
Advertisements are invitations to offer. If it has specific and definite terms then it may be an offer
Revocability of offer
Offers are revocable until accepted
3 exemptions that make offer irrevocable
- Option contract - promise to keep offer open w additional consideration between non merchants
- Firm offer - writing signed by merchant
- Unilateral contract- promise in exchange for act. Once begin performance, then irrevocable.
Counteroffer
Changes terms of offer, no contract created
Acceptance
Outward manifestation of intent to enter into contract. You can accept by any reasonable manner unless specific way to accept mentioned in contract.
Common law acceptance
Mirror image rule- acceptance has to mirror terms of the offer
UCC acceptance
Different terms okay unless they materially alter the terms of the offer.
Mail box rule acceptance
Acceptance effective when sent.
Mailbox rule rejection
Rejection effective when received. Whichever letter arrives first, prevails
Consideration
Bargained for exchange between parties. In FL, there needs to be a legal benefit or detriment between the parties.
K modification
Changing material term of the contract.
Oral is okay
Common law modification
Additional consideration for modification
UCC modification
No consideration needed, just good faith between the parties
Defenses
Statute of frauds
Minor
Mistake
Impossibility
Impracticability
Statute of frauds
Certain contracts need to be in writing
Marriage, more than a year to complete, land, executor, guarantor, sureties, $500 more on goods
Elements of writing (goods)
Price, quantity, parties, signed by parties to be charged (signature can be a symbol, letterhead)
Part performance (SOF exemption)
If no writing in land K,
Partial payment and took possession or made improvement
Merchant confirmation (Sale of goods SOF Exemtion)
If seller sends written confirmation of order, including quantity term, signed. And buyer does not object within 10 days then writing satisfied
Minor
Voidable at option of minor. In FL, minor cannot use minority as defense if they misrepresented their age
Unilateral Mistake
- not a defense unless the other party knew of the mistake
Mutual mistake
Both parties were mistaking over the subject matter
Impossibility
Objectively nobody could perform the contract. Subject matter is illegal, prop destroyed,
Impracticability
Due to unforeseen circumstances, though performance is possible, it is not too difficult/expensive/defeats purpose.
(Fluctuation of prices are foreseeable)
Breach
Failure to perform contract
Minor breach
Party still received the benefit of the bargain. Can only sue for actual damages
Material breach
Substantial breach and no benefit of the bargain. Can sue for total breach
Breach- sale of goods
Perfect tender if not, then it’s non conforming goods and
Non conforming goods
Buyer may accept, reject, reject in part, accept in part.
Installment contract
Goods delivered in installments
One non conforming installment is not considered a total breach unless it impairs value of the whole contract.
Legal Remedies
Money for breach
Expectation damages
Consequential
Reliance
Expectation damages (legal rem)
Put non breaching party in the position they would have been in if contract was performed. Reasonable certainty as to amount of damages
Reliance damages (legal rem)
Usually get these if no expectation damages
Unreimbursed expenses due to reliance
Consequential damages (legal rem)
Foreseeable losses resulting from the breach based on circumstances of non breaching party
Equitable remedies
When there is no adequate remedy at law
Specific performance
Recission
Restitution
Specific performance
Court orders someone to perform when nature of contract is unique (land, antiques, rare goods)
Recission
There was no meeting of the minds. Put party in the position before they entered into contract.
(Usually in mistake or misrepresnation)
Restitution
Return of a benefit conferred (give me my money back)
Promissory estoppel
Promise which induces someone to rely to their detriment (makes promise enforceable)
Look if there was no valid contract, you can argue this
Third party beneficiary (intended
/incidental)
Was third party intended or incidental beneficiary
Intended- contract was made w the intention to help. Has rights and vest when (knew of the agreement or learned of it and began to rely) can sue either party
Incidental- has no rights
Anticipatory repudiation
Prior to performance, party unequivocally refuses to perform. Can sue immediately or demand assurances in writing.
Intentional misrepresentation
Intent to induce reliance on a material fact which causes damages
Negligent misrepresentation
Forgot to mention something or withheld from saying something, made a mistake in information. Usually made in pro or buss capacity and the reliance caused damages
Warranties
Merchnatabiltiy
Fitness for particular purpose
Parole evidence
Adding terms to a contract made orally prior to or contemporaneously as contract entered.
Evidence admissible if contract was not a final integration (partial integration) evidence admissible as long as it does not contradict or materially alter contract.
Inadmissible if there was merger clause/final integration. But can admit to clear up ambiguity.
Always admissible to prevent fraud/diress, show customer/usage for sale of goods contract, clear up ambiguity
