Contracts

Question 1

Choice of law

Answer 1

UCC - sale of goods

Common Law- services or land

Question 2

Formation

Answer 2

Offer and acceptance and consideration

Question 3

Offer

Answer 3

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

Question 4

Revocability of offer

Answer 4

Offers are revocable until accepted

Question 5

3 exemptions that make offer irrevocable

Answer 5

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.

Question 6

Counteroffer

Answer 6

Changes terms of offer, no contract created

Question 7

Acceptance

Answer 7

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

Question 8

Common law acceptance

Answer 8

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

Question 9

UCC acceptance

Answer 9

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

Question 10

Mail box rule acceptance

Answer 10

Acceptance effective when sent.

Question 11

Mailbox rule rejection

Answer 11

Rejection effective when received. Whichever letter arrives first, prevails

Question 12

Consideration

Answer 12

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

Question 13

K modification

Answer 13

Changing material term of the contract.

Oral is okay

Question 14

Common law modification

Answer 14

Additional consideration for modification

Question 15

UCC modification

Answer 15

No consideration needed, just good faith between the parties

Question 16

Defenses

Answer 16

Statute of frauds
Minor
Mistake
Impossibility
Impracticability

Question 17

Statute of frauds

Answer 17

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

Question 18

Elements of writing (goods)

Answer 18

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

Question 19

Part performance (SOF exemption)

Answer 19

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

Question 20

Merchant confirmation (Sale of goods SOF Exemtion)

Answer 20

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

Question 21

Minor

Answer 21

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

Question 22

Unilateral Mistake

Answer 22

• not a defense unless the other party knew of the mistake

Question 23

Mutual mistake

Answer 23

Both parties were mistaking over the subject matter

Question 24

Impossibility

Answer 24

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

Question 25

Impracticability

Answer 25

Due to unforeseen circumstances, though performance is possible, it is not too difficult/expensive/defeats purpose. (Fluctuation of prices are foreseeable)

Question 26

Breach

Answer 26

Failure to perform contract

Question 27

Minor breach

Answer 27

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

Question 28

Material breach

Answer 28

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

Question 29

Breach- sale of goods

Answer 29

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

Question 30

Non conforming goods

Answer 30

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

Question 31

Installment contract

Answer 31

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

Question 32

Legal Remedies

Answer 32

Money for breach Expectation damages Consequential Reliance

Question 33

Expectation damages (legal rem)

Answer 33

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

Question 34

Reliance damages (legal rem)

Answer 34

Usually get these if no expectation damages Unreimbursed expenses due to reliance

Question 35

Consequential damages (legal rem)

Answer 35

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

Question 36

Equitable remedies

Answer 36

When there is no adequate remedy at law Specific performance Recission Restitution

Question 37

Specific performance

Answer 37

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

Question 38

Recission

Answer 38

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

Question 39

Restitution

Answer 39

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

Question 40

Promissory estoppel

Answer 40

Promise which induces someone to rely to their detriment (makes promise enforceable) Look if there was no valid contract, you can argue this

Question 41

Third party beneficiary (intended /incidental)

Answer 41

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

Question 42

Anticipatory repudiation

Answer 42

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

Question 43

Intentional misrepresentation

Answer 43

Intent to induce reliance on a material fact which causes damages

Question 44

Negligent misrepresentation

Answer 44

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

Question 45

Warranties

Answer 45

Merchnatabiltiy Fitness for particular purpose

Question 46

Parole evidence

Answer 46

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