Brainscape's Knowledge GenomeTM

Browse over 1 million classes created by top students, professors, publishers, and experts.


See full index

Bar study > Contracts > Flashcards

Contracts Flashcards

You may prefer our related Brainscape-certified flashcards:
MBE flashcards
1
Q

Letter of inquiry

A

Making a mere inquiry won’t reject via counteroffer

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

Revocation

A

Revocation before acceptance is allowed as long as it is communicated (incl. indirectly communicated). This is true even if you said you’d keep the offer open!

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

Firm Offer Rule

A

UCC - offer can’t be revoked if it’s:

1) offer by merchant

2) in writing

3) to be held open for less than 3 months (more than 3 months = option contract, which requires consideration)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

Substantial Conforming Goods

A

UCC – if goods are pretty much the same, no rejection allowed.

If fine print doesn’t match, offeree’s terms are the default

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

Unilateral contract

A

Aka rewards – A makes an offer but A isn’t bound until B actually starts performing.

Once B starts performing beyond mere preparation, A is bound and cannot revoke!

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

Promissory estoppel

A

1) a FIRM promise

2) FORESEEABLE reliance

3) ACTUAL reliance

4) INJUSTICE without enforcement

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

Illusory promise

A

aka a vague promise like “I pay $100 if I feel like it”

Doesn’t count as consideration

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
8
Q

Offer

A

Requires both

1) OUTWARD MANIFESTATION of wanting to do a deal

2) Signal that ACCEPTANCE WILL CONCLUDE the deal

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
9
Q

Indirect revocation

A

Requires…

1) Offeror takes action INCONSISTENT with the offer

2) Offeree LEARNS of action through reliable source

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
10
Q

Option contract

A

Contract that requires the offer to stay open for a set amount of time.

Requires consideration for keeping the option open.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
11
Q

Good faith exception to modification rule

A

UCC – you can modify contracts in good faith all you want without additional consideration

Cf. normally modification requires consideration

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
12
Q

Impossibility

A

Requires

1) Impossibility is OBJECTIVE (nobody can possibly do the thing)

2) Impossibility isn’t known to parties when contract is made

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
13
Q

Impracticability

A

1) Increased cost/burden is FAR BEYOND anticipated, and…

2) Impracticability isn’t known to parties

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

Frustration of Purpose

A

1) PRINCIPAL PURPOSE (not minor ancillary purpose) is frustrated

2) Purpose was SUBSTANTIALLY frustrated

3) Non-occurrence of event that caused frustration was a BASIC ASSUMPTION of the contract

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
15
Q

Mistake

A

Unilateral - no excuse (unless other party knew about the mistake)

Bilateral - excuses contract

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
16
Q

Adequate Assurance of Performance

A

If there is REASONABLE FROUND FOR INSECURITY in the contract, one party can ask another for assurance. Assurance denied or ignored = repudiation

UCC - must be in writing

UCC – ignore for a reasonable time (30 days) = repudiation

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
17
Q

Substantial performance

A

If party substantially performs all the material provisions of the contract, the contract has been fulfilled

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
18
Q

Perfect Tender Rule

A

UCC – every term is an express condition that seller must conform to.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
19
Q

Right to cure

A

UCC - if perfect tender rule violation, seller has right to sub performing goods before contract deadline

20
Q

Defenses

A

Incapacity

Misrepresentation

Duress

Undue influence

Unconscionability

Public policy

21
Q

Quantum Meruit

A

Breaching party can recover reasonable value of benefits conferred, but recovery will be reduced by damages caused by the breach

22
Q

Incapacity

A

Minors: Contracts are voidable at minor’s option. Minors must return goods but will not be liable for anything. Exception: things that are necessary for minor’s wellbeing

Mental incompetence: IS liable for damages/reasonable value

23
Q

Misrepresentation

A

Fraudulent misrepresentation

Nonfraudulent misrepresentation

Fraudulent nondisclosure

24
Q

Fraudulent misrepresentation

A

1) a misrepresentation

2) scienter – know it’s false and intend to mislead

3) Materiality of misrepresentation (objective or subjective)

4) Reasonable reliance (not reasonable if lie is obvious)

25
Q

Nonfraudulent misrepresentation

A

Negligent misrepresentation:

1) Misrepresentation

2) Scienter – ngeligence – oopsie lie

3) materiality (objective or subjective)

4) reasonable reliance

26
Q

Fraudulent nondisclosure

A

1) Material nondisclosure

2) Reasonable reliance on nondisclosure

3) Duty to disclose (nonobvious fact unlikely to be discovered, material change in circumstances, or fiduciary duty)

27
Q

Duress

A

NO REASONBLE CHOICE but to succumb to threat, like

–no reasonably priced substitutes

–Threat causes you to breach other contracts

–Alternative of suing for damages is insufficient

If you succumb under duress contract can’t be enforced

28
Q

Undue influence

A

1) Unfair persuasion

2) Other party is particularly vulnerable (recent trauma, age/illness, relationship of trust/confidence)

29
Q

Unconscionability

A

1) Bargaining process created ABSENCE OF MEANINGFUL CHOICE

2) Substantive unconscionability – contract is UNREASONABLY UNFAIR

3) Remedy: Excise or limit offending clause

30
Q

Contra proferentem

A

Contracts will be construed against the drafter

31
Q

Evidence of norms courts will use in interpreting vague contract

A

Usage of trade (industry norms)

Course of dealing (norms between parties)

Course of performance (norms under current contract)

32
Q

Parol evidence rule

A

Governs rules about admissibility of evidence about what happened during contract negotiation

COMPLETE INTEGRATION (look for MERGER CLAUSE) precludes evidence of supplemental terms. Exception: UCC - trade usage/course of dealings allowed in integrated contract

No integration = evidence of supplemental terms allowed

33
Q

Statute of frauds

A

MYLEGS – following contracts must be in writing and include:

1) identities of parties

2) subject matter

3) essential terms (price + date usually enough)

4) Signature/other authentication of parties

M- marriage

Y - year-long or more contracts

L - land sale

E - executor contracts (wills)

G - Garuntors

S - sale of goods $500 or more

34
Q

UCC - how to satisfy statute of frauds?

A

-Writing that states quantity + signed

-Merchant’s confirmation rule

-Judicial admission

-Partial performance

-Specially manufactured goods

35
Q

Merchant’s confirmation rule

A

2 merchants enter oral contract, then 1 sends the other a letter saying “this letter is to confirm our oral deal.” That letter has quantity.

If recipient DOES NOT OBJECT WITHIN 10 DAYS, then the deal is confirmed

Reason: We assume merchants are sophisticated. So they’ll speak up if the deal isn’t right.

36
Q

Statute of frauds: when can performance substitute for writing?

A

Land sale - part performance counts (e.g. payment, taking possession, making improvements to the land)

For one-year contracts - FULL performance of the contract

37
Q

Warranty of title

A

UCC - when you sell a thing there’s an implied warranty that you have good title to it

37
Q

Warranty of merchantability

A

UCC - if seller is a merchant (only!), implied warranty that goods are fit for ORDINARY PURPOSE for which those goods will be used

38
Q

Warranty of fitness for a particular purpose

A

If seller knows the buyer’s purpose, goods will work for purpose buyer is buying them for

39
Q

Expectation damages

A

Default damages. Put you in place you’d be if contract had been fully performed

Limitations:
1) can’t calculate damages with REASONBALE CERTAINTY

2) Damages are UNFORESEEABLE

3) Damages can be MITIGATED

40
Q

Restitution damages

A

You get back what you gave away

Only available in cases of partial performance

41
Q

Reliance damages

A

Get you back to where you were before the contract

Only used if expectation damages aren’t available

42
Q

Specific performance

A

Available for

1) unique objects

2) real property

NEVER for personal services or long-term contracts

43
Q

Delegation of duties

A

Delegating rights doesn’t let delegator off the hook unless NOVATION

Obligee has rights against both delegator (under original contract) and delegatee (as third-party beneficiary)

44
Q

Novation

A

Consent of counterparty to a delegation. This lets delegator off the hook

Bar study (5 decks)

Brainscape helps you reach your goals faster, through stronger study habits.
© 2024 Bold Learning Solutions. Terms and Conditions