Contracts Flashcards
What law applies to services or real estate contracts?
The common law (C/L) applies
This means that traditional contract law principles govern these types of agreements.
What law applies to sale of goods contracts?
The UCC applies
UCC stands for the Uniform Commercial Code, which standardizes sales laws across states.
How are goods defined in the context of contracts?
Goods are defined as tangible personal property.
What special rules apply to a merchant in contracts?
Special rules apply if a party regularly deals in goods of the kind involved.
What test is used to resolve mixed contracts?
Apply the predominant purpose test.
What constitutes mutual assent in contract formation?
Was there an offer?
Mutual assent is often referred to as a ‘meeting of the minds.’
What are the requirements for an offer to be valid?
Commitment, communicated to a specific offeree, containing definite and essential terms.
What does the UCC require as a key term in an offer?
Quantity is the key term that typically must be specified.
What happens to an offer upon revocation by the offeror?
Effective upon receipt.
When is a revocation of a unilateral offer not available?
Once performance has begun.
What is the mailbox rule in contract acceptance?
Acceptance sent by mail is effective when sent unless certain conditions apply.
What is required for consideration in a contract?
Bargained-for exchange.
What is the legal status of illusory promises?
Not valid unless required to act in good faith.
What is the parol evidence rule?
Bars extrinsic evidence of prior or contemporaneous statements that contradict the written agreement.
What is an express warranty?
Promise, description, or sample that is a basis of the bargain.
What must an implied warranty of merchantability include?
The term ‘merchantability’ and must be conspicuous if in writing.
What is anticipatory repudiation?
Indication before performance is due that a party is unwilling or unable to perform.
What are the two types of third-party beneficiaries?
- Intended (can sue)
- Incidental (cannot sue)
What must happen for a third-party beneficiary to sue?
Rights must be vested.
What is the difference between assignment and delegation?
Assignment involves transferring rights; delegation involves transferring duties.
What must be satisfied to avoid breach of duty?
Conditions must be excused or satisfied.
What are the grounds for discharging a duty?
- Modification
- Rescission
- Impossibility
- Impracticability
- Frustration of purpose
- Accord and satisfaction
- Release/novation
What is the standard for breach under common law?
Substantial performance.
What is the perfect tender rule under the UCC?
If goods or delivery are defective in any way, the buyer can sue for breach.
