Contracts Flashcards
Quasi contract?
Quasi Contract: allows recovery for costs and expected profits.
Are attorney fees included in incidental or consequential damages?
No
Can you demand assurances if an item is sold before the due date?
Yes, you can still demand assurances.
What are the only essential terms in a sale of goods?
Essential terms are identity, subject matter, quantity. Everything else gap filled (including dates).
What happens in a exclusive dealing of output contract when the seller doesn’t have enough of the product?
As long as they used best efforts, it will be fine.
What is recission?
Recission is used to cancel the contract. Recission is used in conjunction with a defense.
What can always be used to interpret a contract regardless of if it’s partial or completely integrated?
Evidence of Fraud, Duress, Mistake, condition precedent, course of dealing, trade custom, always allowed. Evidence of who, what, when, always allowed as long as it isn’t contradictory
When isn’t SOL applicable in suretyship?
if the primary purpose is to benefit the promisor
Is asking someone if they would consider another price a rejection or counteroffer?
Neither, it’s just an inquiry.
What happens when someone breaches a contract with a lost volume seller (and explain what that is)?
When a seller has more volume than they can sell (lost volume seller), they can recover the damages on lost profit + incidental damages.
Common law pre existing duty vs modern view
Promise to perform for pre-existing duty is not consideration but under the modern rule, if that pre-existing duty is owed to a third party, then consideration exists.
Is a call ok for deals with merchants?
Written confirmation satisfies SOF as long as there’s quantity on the note after the call, sent within a reasonable time and is not objected to within 10 days.
What role can a rise in price play with respect to anticipatory repudiation?
It could be considered a reason for insecurity of performance.
What happens when an employer breaches an employment agreement?
When an employer breaches an employment agreement, the employee can recover the unpaid salary under the contract. That recovery is reduced by the compensation that employee earned or could have earned under comparable employment. If no comparable employment was available, the employee can recover the full amount.
Threat to commit tort/criminal prosectuion, civil lit in bad faith is?
Never allowed and be considered duress. Contract would be held invalid.
Rule for satisfying debt with a check?
You’re able to offer to satisfy a debt with check if there is a conspicuous notation stating that it constitutes payment in full. If the check is cashed: debt is satisfied. If rejected: not satisfied.
However, if the amount owed is liquidated and undisputed (basically if the amount owed is mentioned on that check), the debt will not be satisfied if the amount in check is less than the debt.
When can pre-existing duty be consideration in common law (not modern view)?
Preexisting duty is usually not consideration but if that duty is altered in any way (acceleration of due date) there is consideration. Changing to a future date, even if longer, gives consideration.
What satisfies SOL for surtyship?
Any written document from the promisor is fine even if it isn’t to the third party.
What happens when an options contract is violated and the price ends up going up?
When options contract is violated and seller sells to someone else, price goes up, buyer is entitled to difference between contract price and price on date of breach.
How long is an irrevocable offer available and does it have to be accepted?
It doesn’t have to be accepted for the time stated in offer. If no time stated, a reasonable time no longer than 3 months. Once it becomes revocable, then it can lapse if not accepted within a reasonable time.
What happens if a breach delays use of property?
non breaching party may recover fair rental value of delay during period and can also get consequential damages for non breaching party special circumstance if breaching party knew about it or could have reasonable foreseen the harm.
Are oral modifications allowed at common law?
Yes unless the modification is required to be in writing under SOF.
What is a exculpatory clause
releases one from liability for damages during execution of contract.
When does revocation occur?
(1) when offeror directly tells offeree (2) offeree finds out it was revoked. If they accept without the above, the contract is formed.
What is illusory promise
a promise that imposes no obligations on the promising party and therefore fails to provide consideration.
This can happen when an offer is made with the right to cancel before a certain date.
