Contracts Flashcards
Employment contract for an indefinite or permanent duration typically creates what kind of employment and is governed by which kind of law?
- At-will employment
- Common law
Essential/material terms required for a contract to be valid under common law
- Parties
- Subject matter
- Price or other consideration
- Quantity
- Duration of contract
- Time for each party’s performance
“No oral modification” (NOM) clause- common law
Enforceable only if modification must be in writing under SOF
“No oral modification” (NOM) clause under UCC
If all parties are merchants –> NOM clause is always enforceable
- If one or more parties is a nonmerchant –> NOM clause in merchant’s form must be separately signed by nonmerchants to be enforceable
How can a NOM clause be waived?
By the parties through words or conduct and the waiver cannot be retracted if a party has materially changed its position in reasonable reliance on the waiver
Accord and satisfaction (performance of the accord)
- Accord is created when the parties to a contract agreed to give and accept something different in satisfaction of their existing contractual obligations
What is new consideration required to support the new contract (accord) is worth less than what was agreed to in the original contract?
The new consideration will only be sufficient if…
- there is a good-faith dispute as to the amount owed
OR
- the new consideration is of a different type than what was owed under the original contract (goods instead of cash)
Requirements contract
Contract for the sale of as many goods as the buyer needs during a specified period
Output contract
Contract for the sale of all of the seller’s goods produced during a specified period of time
Will a charitable subscription, a promise to contribute money or property to a charitable institution, be enforced?
Typically yes, based on promissory estoppel grounds, it is enough that the promisor reasonably expected to induce reliance on the promise
