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Contracts Flashcards

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1
Q

Valid contract formation

A

1) mutual assent (offer + acceptance)
2) consideration
3) no defenses to formation

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2
Q

Unilateral contract

A

Offeror requests performance rather than a promise

once act is complete = acceptance

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3
Q

Offer

A

Must create a reasonable expectation in the offeree that offeror is willing to contract

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4
Q

Requirements for an offer

A

1) promise or commitment to enter into a K
- objective intent = RP standard
2) certain and definite essential terms
3) communication to offeree

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5
Q

Advertisements

A

NOT offers, but invitations for offers

Exceptions:
1) promise
2) certain/definite terms
3) offeree identified

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6
Q

Essential terms for an offer

A

Must be definite and certain, including:
1) offeree’s name
2) offer’s subject matter
3) price

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7
Q

Land sale offers must include:

A

1) price
2) adequate description of land (some particularity)

No offer if price is missing!

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8
Q

Sale of goods offers must include:

A

quantity being offered

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9
Q

Requirements contract

A

B promise to buy from a certain S all of the goods the B requires and S agrees to sell that amount to B

Cannot be a tender or demand for a quantity unreasonable disproportionate

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10
Q

Outputs contract

A

S promises to sell to B all the goods that S produces

Cannot be a tender or demand for a quantity unreasonable disproportionate

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11
Q

Termination of offer

A

Offer cannot be accepted after it has been terminated
- termination by act of either party OR operation of law

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12
Q

Termination of offer by offeree

A

1) lapse of time = offer terminated if not accepted within time specified or reasonable period of time (usually 1 month)

2) rejection = express or counteroffer
- counteroffer = offer made by offeree to offeror - same subject matter but differs in terms
- mere bargaining or inquiry ≠ counteroffer

3) conditional acceptance = rejection + new offer
- new terms only included if offeror expressly accepts them

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13
Q

Rejection of an option

A

Rejection or counteroffer does NOT constitute a termination –> offeree can still accept within option period UNLESS offeror detrimentally relied on rejection

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14
Q

Termination be offeror (revocation)

A

Offeror’s retraction of offer
- can revoke any time until acceptance

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15
Q

Indirect revocation

A

Offeree receives:
1) correction information
2) from a reliable source
3) of offeror’s acts indicating revocation

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16
Q

Direct revocation

A

offeror indicates to offeree directly that they have changed their mind

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17
Q

Revocation and rejection are effective

A

when received

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18
Q

Limitations on power to revoke

A

1) options = offeree gives consideration for offeror not to revoke for period of time
2) Merchant’s Firm Offer = merchant offers to buy or sell goods in a signed writing, giving assurances that it will be held open during time stated (or reasonable time)
3) detrimental reliance = foreseeable that offeree will rely to her detriment on the offer
4) beginning performance in response to unilateral K offer ≠ preparations to perform

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19
Q

Termination by operation of law

A

1) death or insanity of either party
2) destruction of proposed K’s subject matter
3) supervening illegality

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20
Q

To accept an offer…

A

Offeree must:
1) know of offer
2) accept in manner stated in offer
3) communicate acceptance
4) accept unequivocally

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21
Q

Offers to buy goods for current or prompt shipment

A

Construed as inviting acceptance by a promise to ship or current or prompt shipment of goods

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22
Q

Mirror image rule

A

CL = acceptance must consist of exact terms as offer
- otherwise = rejection and counteroffer

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23
Q

Acceptance of offer for unilateral K

A

1) completion of performance = once offeree beings performance, offer becomes irrevocable BUT not ACCEPTED until completion

2) notice = must notify within reasonable time after performance has been completed unless:
- offeror waived notice or
- completion would normally come to offeror’s attention

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24
Q

Acceptance by shipment of nonconforming goods

A

Acceptance creating a contract AND a breach, unless buyer is notified that the shipment of nonconforming goods is offered as an accommodation
- if buyer rejects = no acceptance by seller and no K –> no breach

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25
Q

Battle of the Forms

A

Inclusion of additional or different terms is an acceptance UNLESS acceptance is expressly conditioned on assent

Additional terms included if:
1) both parties are merchants
2) term is not material and
3) offeror doesn’t object within reasonable time

Different terms:
- some courts = treated as additional terms
- other courts = knock-out rule (conflicting terms if offer and acceptance are knocked out an UCC fills in any gaps left)

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26
Q

Merchant’s confirmatory memo

A

Merchant’s memo confirming an oral agreement that contains different or additional terms is subject to battle of the form provisions

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27
Q

Mailbox rule

A

Acceptance by mail is effective at the moment of dispatch UNLESS:
1) offer stipulates otherwise
2) option K is involved (only upon receipt)
3) rejection and then acceptance = which arrives first is effective
4) acceptance and then rejection = acceptance, unless rejection arrives first and offeror detrimentally relies

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28
Q

Consideration

A

1) bargained-for exchange and
2) legal value

  • anything of value can be exchanged
  • only needs to be valuable to the parties
  • promises can be consideration
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29
Q

Past consideration

A

Promise given in exchange for something already done does NOT count for consideration

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30
Q

Preexisting legal duty

A

Performing an existing legal obligation is insufficient consideration

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31
Q

Exceptions to preexisting legal duty rule

A

1) new or different consideration is given
2) promise is to ratify a voidable obligation
3) preexisting duty owed to a third person
4) honest dispute as to duty
5) unforeseen circumstances

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32
Q

Modification for sale of goods Ks

A

A good faith agreement to modify does NOT require consideration

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33
Q

Modification for CL contracts

A

Must be supported by new consideration

Modern view = no consideration required if:
1) unanticipated circumstances
2) fair and equitable

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34
Q

Discharge of debts

A

partial payment of debt that is due and undisputed is NOT enforceable consideration

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35
Q

Promissory estoppel

A

Substitute for consideration

Enforceable if necessary to prevent injustice if:
1) promisor should reasonably expect to induce action or forbearance and
2) such action or forbearance is in fact induced

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36
Q

Ambiguous contract language

A

Neither party aware = no contract unless both parties intended same meaning

both parties aware = no contract unless both parties intended same meaning

one party aware = binding contract based on what ignorant party reasonably believes to be the meaning

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37
Q

Mutual mistake as to existing facts

A

Voidable by adversely affected party if:
1) mistake concerns basic assumption on which K is made
2) mistake has a material effect AND
3) party seeking avoidance did not assume the risk of mistake

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38
Q

Mutual mistake is NOT a defense if…

A

the party asserting mistake defense bore the risk that assumption was mistaken

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39
Q

Mutual mistake in value of K’s subject matter

A

Both parties assume risk that their assumption as to value is wrong

NOT a defense –> K enforced

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40
Q

Unilateral mistake

A

Mistake does not prevent K formation BUT if non-mistaken party knew or had reason to know of the mistake made by other party, contract is voidable by mistaken party

1) must be material
2) mistaken party must not have borne the risk of mistake
3) exception to rule = obvious mistake –> other party cannot take advantage

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41
Q

Fraudulent misrepresentation (fraud in the inducement)

A

One party induces another to enter into a K by using fraudulent misrepresentation
- voidable by innocent party if they justifiable relied on fraud

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42
Q

When there is misrepresentation by one party, the K is voidable by innocent party if:

A

1) they justifiably relied on misrepresentation AND
2) misrepresentation was material

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43
Q

Material misrepresentation

A

1) would induce a reasonable person to agree OR
2) maker knows that for some special reason it is likely to induce particular person to agree

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44
Q

Unconscionability

A

A court can modify or reuse to enforce K or a provision if:
1) unfair surprise
2) oppressive terms

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45
Q

Statute of Frauds

A

Written K required for:
- promises in consideration of marriage
- performance not capable of being performed within one year
- interests in land
- executor promises to personally pat estate debts
- goods price at $500 or more
- promises to pay another’s debt (surety)

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46
Q

SOF exceptions

A

1) contract modifications (if mod is not within SOF)
2) part performance of real estate K
3) full performance of service K
4) sale of goods if:
- specially manufactured or
- paid for or accepted

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47
Q

Contract modifications and SOF

A

Written K may be modified orally, but modification must be in writing if K as modified falls within SOF

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48
Q

Merchant’s confirmatory memo rule

A

Memo with only one signature satisfies SOF if:
1) both parties are merchants
2) they agree to K
3) one party sends writing containing quantity terms
4) no written objection by recipient within 10 days

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49
Q

Writing requirement for SOF (UCC and CL)

A

UCC:
1) quantity term
2) D’s signature (party to be charged with breach)

CL:
1) all material terms:
- named parties
- subject matter of K
2) D’s signature

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50
Q

Parole evidence rule

A

Excludes evidence of prior or contemporaneous agreements (oral or written) that contradict the final writing
- final writing = more reliable
- does not apply to oral contracts

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51
Q

Integrated writing

A

Writing intended as the final expression of the agreement
- complete integration = writing cannot be contradicted or supplemented (parol evidence rule applies)

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52
Q

Partial integration

A

Writing can not be contradicted, but CAN be supplemented with consistent additional terms
- all writings presumed partial integrations

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53
Q

Exceptions to parol evidence rule

A

1) partially integrated writing
2) defense against formation
3) explaining a vague term
4) correct a clerical error

Exceptions apply because they are not being used to contradict the writing

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54
Q

Validity issues outside scope of parol evidence rule

A

Extrinsic evidence allowed to prove that contract was never formed:
1) Formation defects
2) conditions precedent to effectiveness = all evidence of oral understanding

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55
Q

Effect of merger clause

A

Merger clause = recites that writing is complete agreement between parties
- large commercial contracts = integrated
- modern trend for most contracts = one factor in determining integration

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56
Q

Interpretation of vague terms

A

Parol evidence allowed to aid fact finder in reaching correct interpretation of terms
- plain meaning ≠ parol evidence

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57
Q

General rules of contract construction (intepretation)

A

1) course of performance = parties’ conduct under prior installments of current K
- good evidence to determine what a term means

2) course of dealing = parties’ conduct in prior Ks
- determine terms for K based on previous Ks

3) trade usage = industry norms parties are or should be aware of

58
Q

UCC gap-fillers

A

Provisions to fill in missing terms in K:
1) price = reasonable at time for delivery
2) place of delivery = seller’s place of business
3) time for shipment or delivery = reasonable time
4) time for payment = at time and place B is to receive goods
5) assortment = B chooses

59
Q

Express warranties

A

Seller describes the goods or promises facts about the goods such that B could have relied on it when they entered into K
- NOT puffing up the product
- NOT statements of value or opinion

60
Q

Implied warranty of merchantability

A

Included in every K for sale by a merchant who deals in goods of the kind sold
- Merchantable = goods fit for ordinary, foreseeable purpose
- absolute liability = merchant’s knowledge of defect irrelevant

61
Q

Implied warranty of fitness for a particular purpose

A

1) buyer comes in when special purpose, beyond ordinary purpose
2) seller knows of special purpose and B is relying on seller to pick out goods for that purpose and
3) seller picks out goods fit for B’s special purpose

Seller does NOT have to be merchant for this to apply

62
Q

Disclaimers

A

sellers can disclaim implied warranties only, not express warranties

63
Q

Limitations on damages for breach of warranty

A

Seller can limit liability for breach of any warranty as long as limitation is no unconscionable
- limitation for personal injury = unconscionable

64
Q

Risk of loss

A

1) if agreement allocates risk, it controls
2) breaching party bears risk, even though breach was not related to reason goods were damaged or destroyed

65
Q

Defective goods and risk of loss

A

If B has right to reject goods, risk of loss doesn’t pass to B until defects are cured or B accepts despite defects

66
Q

Revocation of acceptance and risk of loss

A

If B rightfully revokes acceptance, risk of loss is treated as having rested on S from start

67
Q

Noncarrier case and risk of loss

A
  • If S is a merchant, risk passes to B only when they take physical possession of goods
  • If S is not merchant, risk passes to B upon tender of delivery (made available to B)
68
Q

Carrier case and risk of loss

A

Shipment K = S delivers goods to common carrier and arranges for delivery
- risk of loss passes to B upon delivery to CC
- Ks that don’t specify are presumed shipment Ks

Destination K = S must deliver goods to B’s location
- risk of loss passes to B when goods are tendered to B at destination

69
Q

FOB

A

Free on board = risk of loss passes to B at noted location
- S bears risk and expense of getting goods to named location

70
Q

FAS

A

Free alongside = used when goods are shipped by boat
- risk of loss passes to B once goods are delivered to the dock

71
Q

Basic duty at common law

A

Substantially perform all that is called for in K

72
Q

Performance duty under Article 2

A

Art 2 requires a perfect tender –> delivery and condition of goods must be exactly as promised in the K
- if not perfect, B has right to reject ALL the goods

73
Q

Seller’s obligation of tender and delivery in non carrier cases

A

Tender of delivery = S must give B reasonable notice to enable B to take possession

Place of delivery = unless otherwise agreed, usually S’s place or business, or residence

74
Q

Seller’s obligation of tender and delivery in carrier cases

A

Shipment Ks = unless otherwise agreed, S need only:
1) put goods into hands of reasonable carrier and make K for transportation to B
2) obtain and promptly tender and docs required for B to take possession and
3) notify B of shipment

Destination Ks = S must, at destination, put and hold conforming goods at B’s disposition

75
Q

Installment Ks and B’s obligation to pay

A

S may demand payment for each installment if the price can be apportioned, unless contrary intent appears

76
Q

Delivery and payment are concurrent conditions

A

Noncarrier = Sale is for cash and price is due concurrently with tender of delivery

Carrier = price is due only at time and place at which B receives goods
- shipment = due when goods are put in hands of carrier
- destination = due when goods reach named destination

77
Q

Buyer’s right of inspection

A

B has a right to inspect the goods before they pay unless the K provides for payment COD

78
Q

Payment terms for sale of goods

A

1) cash unless otherwise agreed
2) checks generally okay
3) S can refuse check, but this gives B extra, reasonable time to get cash to pay

79
Q

Contract with a condition

A

If a K provides that a party does not have duty to perform unless some condition is filled, failure to fulfill condition justifies party’s nonperformance

80
Q

Distinction between promise and condition

A

Promise = commitment to do or refrain from doing something
- unconditional = failure to perform is a breach
- promises create obligations

Condition = event that must occur or fail to occur before party has a duty to perform
- promise modifier
- no breach until condition has occurred to and duty to perform is triggered
- conditions do NOT create obligations

81
Q

Promisor’s satisfaction as condition precedent

A

Mechanical fitness, utility or marketability = reasonable person standard

personal taste or judgment = personal taste standard (subjective)

82
Q

Condition precedent

A

event that must occur before performance is due

83
Q

Conditions concurrent

A

parties must perform at the same time

84
Q

Condition subsequent

A

Events after performance that can cut off an existing duty to pay

85
Q

Constructive conditions of performance

A

Implied condition that the duty of each party to render performance is conditioned on the other party performing

86
Q

Duty of immediate performance with respect to a conditional promise doesn’t become absolute until conditions:

A

1) have been performed or
2) are legally excused

87
Q

Excuse of condition by hindrance or failure to cooperate

A

Wrongful prevention of condition by party waiting to perform until condition met

88
Q

Excuse of condition by waiver or estoppel

A

Estoppel waiver = Person protected by condition indicates to other party they are waiving the condition and party detrimentally relies of waiver
- waiver may be retracted before reliance occurs

Election waiver = if condition doesn’t occur, beneficiary must elect to:
1) terminate their liability or
2) continue under the K (waiving condition)
- cannot be withdrawn, even before reliance

89
Q

Anticipatory repudiation

A

Early statement of non-performance
- provides excuse for other party to not perform, unless it is retracted BEFORE relied upon
- gives rise to immediate claim for damages for breach

90
Q

Requirements for anticipatory repudiation

A

1) bilateral K with unperformed duties on both sides
2) unequivocal repudiation

91
Q

Nonrepudiating parties options

A

1) immediately sue
2) suspend their own performance and wait to use until performance date
3) treat as offer to rescind and treat K as discharged
4) ignore and urge promisor to perform

92
Q

Excuse of condition by prospective inability or unwillingness to perform

A

Party has reasonable grounds to believe other party will be unable or unwilling to perform when due

Party may demand adequate assurances that other party will perform
- if assurance not received = anticipatory repudiation

93
Q

Discharge of duty to perform

A

1) performance
2) occurrence of conditions subsequent
3) illegality
4) rescission
5) partial discharge by modification of K
6) cancellation
7) release
8) substituted K
9) accord and satisfaction
10) novation
11) impossibility, impracticability or frustration

94
Q

Mutual rescission

A

Mutual agreement to cancel the K
- both parties excused from obligations to perform
- must be unperformed duties on both sides

95
Q

Unilateral rescission

A

To be granted, party requesting rescission must have adequate legal grounds

96
Q

Discharge by modification of K

A

Modification replaces existing K terms with new terms immediately
- excuses original K obligations

97
Q

Accord and satisfaction

A

Accord = agreement to accept different performance to satisfy existing duty
- merely suspends right to enforce K in accordance with the terms
- must be supported by consideration

Satisfaction = performance of the new obligation (accord agreement)
- discharges accord K and original K
- original obligation not discharged until satisfaction

98
Q

Modification vs accord and satisfaction

A

Modification = debt excused immediately and new debt arises

Accord and satisfaction = debt not excused until new performance completed
- “if…then…”

99
Q

Discharge by novation

A

New K substitutes a new party to receive benefits and assume duties belonging to an original party under the terms of the old K

1) previous valid K
2) agreement among all parties to new K
3) immediate extinguishment of K duties as between original parties
4) valid and enforceable new K

100
Q

Discharge by impossibility/impracticability

A

K duties discharged if it becomes objectively impossible to perform them
- nonoccurence of event was basic assumption of the K
- neither party assumed the risk of event occurring
- death or incapacity of essential person
- supervening illegality
- destruction of K’s subject matter or means of performance

101
Q

Discharge by impossibility and sale of goods (risk of loss)

A
  • Discharge not available if risk of loss has already passed to Buyer
  • goods destroyed without fault by either party and risk has not yet passed to B = K is discharged
  • shortage of raw materials or inability to convert them into product because of war strike, embargo, unforeseen shutdown of supplier
  • catastrophic local crop failure
  • increase in cost ≠ sufficient for discharge
102
Q

Discharge by frustration

A

Purpose of K has become valueless because of a supervening event no fault of party seeking discharge

1) supervening act causing frustration
2) act not foreseeable by either party
3) purpose of K has been destroyed
4) both parties agreed to purpose when making K

103
Q

Breach of contract

A

Failure to perform absolute duty no excuses or defenses are available

104
Q

Materiality of breach (CL)

A

Breach under CL must be:
1) material breach or
2) substantial performance has occurred

105
Q

If breaching party has substantially performed…

A

nonbreaching party cannot avoid performance
- must instead perform, then pursue remedies for beach
- applies with minor breach

106
Q

Effect of minor breach

A

Minor = obligee gains substantial benefit of their bargain despite defective performance
- aggrieved party not relieved of duty to perform

107
Q

Material breach

A
  • no performance/substantial performance
  • no benefit of bargain to nonbreaching party
  • K treated as ended
  • counter-performance discharged and promisee has immediate right to remedies for breach
108
Q

minor breach coupled with anticipatory repudiation treated as…

A

a material breach

109
Q

To determine substantial performance, court looks to:

A
  • benefit received by nonbreaching party
  • part performance by breaching party
  • hardship to breaching party
110
Q

Timeliness of performance

A

Failure to perform within stated time is NOT material breach unless:
- time is of the essence
- courts look to all circumstances (not just the dates)

111
Q

Perfect tender rule for sale of goods

A

If goods don’t conform, B may:
1) reject entire shipment
2) accept entire shipment or
3) reject in part, accept in part

112
Q

Buyer’s right to reject is cut off by

A

acceptance of nonconforming goods:
- B indicates goods conform to K
- B indicates they’ll keep nonconforming goods
- B fails to reject within a reasonable time
- B fails to notify seller of rejection
- B acts inconsistent with S’s ownership of goods

113
Q

Buyer can revoke acceptance if:

A

goods have a defect that substantially impairs their value to B and
- they accepted goods on reasonable belief that the defect would be cured OR
- they accepted goods because defects were hard to discover of S assured conformity of goods

114
Q

Exceptions to perfect tender rule

A

1) seller has right to cure nonconforming goods within time for performance, provided they provide B with intent to cure
- seller has no right to cure after original K time, unless S reasonably believed goods would be conforming

2) installment Ks = installment can be rejected only if:
- nonconformity substantially impairs value of that installment and can’t be cured or
- nonconformity substantially impairs value of entire K

115
Q

Nonmonetary remedies

A

Breach = expectation damages

Promissory estoppel = reliance damages

Restitution

116
Q

Specific performance available in these kinds of Ks

A

1) real property
2) sale of goods if:
- goods are unique or
- buyer unable to cover (artwork, antiques, custom made goods)

117
Q

Expectation damages

A

Put injured party in position they’d be in had K been performed
- compensation for expectations
- sufficient damages to buy substitute performance

118
Q

Reliance damages

A

Damages P would have suffered based on reliance on K
- Available if expectation damages are uncertain
- award P cost of their performance
- put P in position he would have been in had K never been formed

119
Q

Restitution damages

A

Measured by reasonable value of benefit conferred

120
Q

Incidental damages

A

Costs incident to the breach
- always recoverable
- cost incurred in dealing with the breach
- part of lost expectation
- nothing to do with whether breach was foreseeable

121
Q

Consequential damages

A

Recoverable IF foreseeable at time of formation
- indirect result of breach
- often lost profits of nonbreaching party
- breaching party must have known or had reason to know of special circumstances giving rise to damages

122
Q

Punitive damages

A

unavailable in K cases
- no punishment for breaching K
- only seeking to make P whole

123
Q

Liquidated damages

A

Remedy provided for as a provision in the K

Enforced if:
1) damages difficult to estimate at K formation
2) amount is reasonable
- cannot be a penalty
- no penalization for breach - just making parties whole

124
Q

Buyer’s damages when seller breaches

A

1) cover damages = cover price – original K price

2) market damages = market price – original K price
- used where B doesn’t cover or doesn’t cover in good faith

3) loss in value = value in goods as promised – value of goods as delivered
- used where B keeps nonconforming goods

125
Q

Seller’s damages if buyer breaches

A

1) resale damages = K price – resale price
- must resell goods in good faith

2) market damages = K price – market price
- used when S doesn’t resell in good faith or at all

3) full K price = if seller can’t resell goods
- often used with custom made goods

4) lost-volume seller = seller has unlimited supply of goods
- measure of damages = lost profits from sale

126
Q

Breach of K for sale of land

A

K price – FMV of land = measure of damages for breach

127
Q

Avoidable damages (duty to mitigate)

A

Damages that could have been avoided with reasonable effort are not recoverable
- limited to similar/comparable subject matter
- reduces recovery by amount that could have been avoided by mitigation

128
Q

Entrustment

A

merchant who ordinarily deals in goods of kind sells entrusted goods to BFP
- owner has no rights against BFP
- BFP always wins
- must be bought from merchant dealer to apply

129
Q

Intended third party beneficiary

A

Two parties K to benefit a third party, but third party is not part of K at all
1) identified in K
2) receives performance directly from promisor
3) has some relationship with promisee to indicate intent to benefit

130
Q

Third party beneficiary rights

A

Intended = right to enforce K

Incidental = no rights

131
Q

K benefitting a third party can be modified or rescinded until…

A

third party rights have vested = beneficiary learns of K and relies on it

132
Q

K cannot be changed after beneficiary’s rights have vested unless:

A

1) beneficiary consents or
2) K provides otherwise

133
Q

Assignment of K rights

A

1) two parties contract
2) one party (assignor) assigns rights to a third party (assignee)
3) assignee can enforce rights against party who owes the duty (obligor)

134
Q

Most K rights can be assigned except:

A

1) assignment that would substantially change obligor’s duty or risk
2) assignment of future rights to arise from future Ks
3) assignment prohibited by law

135
Q

For a valid assignment, must show:

A

language of present intent to transfer rights

136
Q

Consideration for assignments

A

No consideration required = gifts are okay

IF consideration is given though, assignment cannot be revoked

137
Q

Restrictions on assignments in K

A

1) prohibition = assignments not permitted
- assignee without knowledge can still collect

2) invalidation = assignments null and void (no force and effect)
- assignee can’t collect

138
Q

Multiple assignments

A

1) gifts = last gratuitous assignment in time wins

2) assignments with consideration = first assignee for consideration wins over all subsequent assignees and previous gift assignees
- limited exception = a later assignee for consideration prevails if he doesn’t know of the earlier assignments and is the first to get a payment from or a judgment against the obligor

139
Q

Delegation

A

Party to K delegates duty to third party
- transfer of DUTIES not rights
- obligates third party to do the work
- obligor can delegate without obligee’s consent

140
Q

Most duties can be delegated except:

A

1) duties involve personal judgment and skill
2) delegation would change obligee’s expectancy
3) special trust was reposed to delegator by other party
4) contractual restriction on delegation

141
Q

Delegation vs novation

A

Delegating party remains liable to obligee
- novation = party no longer liable and requires mutual agreement by both original parties
- delegation = consent of obligee not required

142
Q

Delegations for consideration create…

A

intended third party beneficiary obligations

Bar Prep (12 decks)

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