Contracts Flashcards
Article 2 Merchant
one who regularly deals in goods of the kind sold or who otherwise by their profession holds themselves out as having special knowledge or skills as to the practices or goods involved
Offer
manifestation of an intent to be bound
Indirect Revocation
occurs when offeree receives: (1) correct information, (2) from a reliable source, (3) of acts of the offeror that would indicate to a reasonable person that the offeror no longer wishes to make the offer
Merchant’s Firm Offer
(1) merchant (2) offers to buy or sell goods in a signed writing that (3) gives assurances that it will be held open, the offer is not revocable for lack of consideration during the time states or, if no time is states, for a reasonable time (not to exceed 3 months)
Detrimental Reliance
when the offeror could reasonably expect that the offeree would rely to his detriment on the offer, and the offeree does so rely, the offer will be held irrevocable as an option contract for a reasonable length of time
Shipment of Nonconforming Goods [Acceptance Under Article 2]
shipment of nonconforming goods is an acceptance creating a bilateral contract as well as a breach of that contract, UNLESS seller seasonably notifies buyer that the shipment of nonconforming goods is offered only as an accommodation
No Mirror Image Rule [Acceptance Under Article 2]
a definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the addition or different terms
Modification without consideration is permitted if:
(1) the modification is due to circumstances that were unanticipated by the parties when the contract was made and (2) it is fair and equitable
Promissory Estoppel
a promise is enforceable if necessary to prevent injustice if: (a) the promisor should reasonably expect to induce action or forbearance, and (b) such action or forbearance is in fact induced
Economic Duress
Withholding something someone wants/needs if (1) the party threatens to commit a wrongful act that would seriously threaten the other contracting party’s property or finances; and (2) there are no adequate means available to prevent the threatened loss
Undue Influence
(1) undue susceptibility to pressure by one party and (2) excessive pressure by the other party [often arises when dominant party is in a confidential/caregiver relationship with influenced party]
Contract may be voidable by adversely affected party based on mutual mistake if:
(i) the mistake concerns a basic assumption on which the K is made; (ii) the mistake has a material effect on the agreed-upon exchange; and (iii) the party seeking avoidance did not assume the risk of the mistake
Statute of Frauds Mnemonic
MYLEGS
M: promises in consideration of Marriage
Y: performance not within one Year
L: contracts for sale of Land
E: Executor/administrator promise
G: Goods priced at $500 or more
S: Suretyship promises
Merchants Confirmatory Memo Rule
in contracts between merchants, if one party, within a reasonable time after an oral agreement has been made, sends to the other party a written confirmation of the understanding that is sufficient under the S.o.F. to bind the sender, it will also bind the recipient if: (1) they have reason to know of the confirmation’s contents, and (2) they do not object to it in writing within 10 days of receipt
Parol Evidence Rule
when parties to a contract express their agreement in a writing with the intent that it embody the final expression of their bargain, i.e. an “integration”, the PER bars any other expressions (written or oral) made prior to or contemporaneous with the writing inadmissible in court to vary the terms of the writing
