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Contracts > Contracts > Flashcards

Contracts Flashcards

1
Q

Choice of law

A

UCC - sale of goods

Common Law- services or land

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2
Q

Formation

A

Offer and acceptance and consideration

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3
Q

Offer

A

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

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4
Q

Revocability of offer

A

Offers are revocable until accepted

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5
Q

3 exemptions that make offer irrevocable

A
  1. Option contract - promise to keep offer open w additional consideration between non merchants
  2. Firm offer - writing signed by merchant
  3. Unilateral contract- promise in exchange for act. Once begin performance, then irrevocable.
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6
Q

Counteroffer

A

Changes terms of offer, no contract created

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7
Q

Acceptance

A

Outward manifestation of intent to enter into contract. You can accept by any reasonable manner unless specific way to accept mentioned in contract.

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8
Q

Common law acceptance

A

Mirror image rule- acceptance has to mirror terms of the offer

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9
Q

UCC acceptance

A

Different terms okay unless they materially alter the terms of the offer.

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10
Q

Mail box rule acceptance

A

Acceptance effective when sent.

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11
Q

Mailbox rule rejection

A

Rejection effective when received. Whichever letter arrives first, prevails

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12
Q

Consideration

A

Bargained for exchange between parties. In FL, there needs to be a legal benefit or detriment between the parties.

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13
Q

K modification

A

Changing material term of the contract.

Oral is okay

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14
Q

Common law modification

A

Additional consideration for modification

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15
Q

UCC modification

A

No consideration needed, just good faith between the parties

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16
Q

Defenses

A

Statute of frauds
Minor
Mistake
Impossibility
Impracticability

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17
Q

Statute of frauds

A

Certain contracts need to be in writing
Marriage, more than a year to complete, land, executor, guarantor, sureties, $500 more on goods

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18
Q

Elements of writing (goods)

A

Price, quantity, parties, signed by parties to be charged (signature can be a symbol, letterhead)

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19
Q

Part performance (SOF exemption)

A

If no writing in land K,
Partial payment and took possession or made improvement

20
Q

Merchant confirmation (Sale of goods SOF Exemtion)

A

If seller sends written confirmation of order, including quantity term, signed. And buyer does not object within 10 days then writing satisfied

21
Q

Minor

A

Voidable at option of minor. In FL, minor cannot use minority as defense if they misrepresented their age

22
Q

Unilateral Mistake

A
  • not a defense unless the other party knew of the mistake
23
Q

Mutual mistake

A

Both parties were mistaking over the subject matter

24
Q

Impossibility

A

Objectively nobody could perform the contract. Subject matter is illegal, prop destroyed,

25
Q

Impracticability

A

Due to unforeseen circumstances, though performance is possible, it is not too difficult/expensive/defeats purpose.

(Fluctuation of prices are foreseeable)

26
Q

Breach

A

Failure to perform contract

27
Q

Minor breach

A

Party still received the benefit of the bargain. Can only sue for actual damages

28
Q

Material breach

A

Substantial breach and no benefit of the bargain. Can sue for total breach

29
Q

Breach- sale of goods

A

Perfect tender if not, then it’s non conforming goods and

30
Q

Non conforming goods

A

Buyer may accept, reject, reject in part, accept in part.

31
Q

Installment contract

A

Goods delivered in installments

One non conforming installment is not considered a total breach unless it impairs value of the whole contract.

32
Q

Legal Remedies

A

Money for breach
Expectation damages
Consequential
Reliance

33
Q

Expectation damages (legal rem)

A

Put non breaching party in the position they would have been in if contract was performed. Reasonable certainty as to amount of damages

34
Q

Reliance damages (legal rem)

A

Usually get these if no expectation damages

Unreimbursed expenses due to reliance

35
Q

Consequential damages (legal rem)

A

Foreseeable losses resulting from the breach based on circumstances of non breaching party

36
Q

Equitable remedies

A

When there is no adequate remedy at law

Specific performance
Recission
Restitution

37
Q

Specific performance

A

Court orders someone to perform when nature of contract is unique (land, antiques, rare goods)

38
Q

Recission

A

There was no meeting of the minds. Put party in the position before they entered into contract.
(Usually in mistake or misrepresnation)

39
Q

Restitution

A

Return of a benefit conferred (give me my money back)

40
Q

Promissory estoppel

A

Promise which induces someone to rely to their detriment (makes promise enforceable)

Look if there was no valid contract, you can argue this

41
Q

Third party beneficiary (intended
/incidental)

A

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

42
Q

Anticipatory repudiation

A

Prior to performance, party unequivocally refuses to perform. Can sue immediately or demand assurances in writing.

43
Q

Intentional misrepresentation

A

Intent to induce reliance on a material fact which causes damages

44
Q

Negligent misrepresentation

A

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

45
Q

Warranties

A

Merchnatabiltiy
Fitness for particular purpose

46
Q

Parole evidence

A

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

Contracts (10 decks)

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