Contracts Flashcards
Contracts Opening Statement
The common law of contracts governs contracts for services, intangibles, and real estate, but the court may apply a Uniform Commercial Code (UCC) Article 2 “goods” provision by analogy [OR REVERSE]. UCC Article 2 eases strict common law contract requirements to provide more certainty in goods transactions.
What is the overall approach to a contracts question?
OAC LLS VIPR TAD: offer, acceptance, consideration; legal capacity (3 I’s), legal subject matter, SOF if MOULS; void or voidable (MUFFED), interpretation of the contract (IIPACC), performance and breach, remedies (MRS DAISI); third party beneficiaries, assignment of rights, delegation of duties.
What are the three I’s of legal capacity?
Infants (liable for necessities), insanity (by competency hearing), intoxication (could not reasonably understand terms/nature/legal consequences).
What are the contracts where the SOF applies?
MOULS: marriage w/ property, over one year to perform, UCC if >$500 (except where PAWS: partial performance, admission by D, written merchant-to-merchant confirmations, specially manufactured goods), land sale, suretyship.
What makes a contract void or voidable?
MUFFED: mistake (mutual,typically rescission), unconscionability, fraud in execution/inducement (benefit of bargain), fiduciary’s undue influence, estoppel, duress.
What are the concepts to consider in interpreting a contract?
IIPACC: intention of the parties controls, incorporation by reference, parol evidence rule (except DUCAS: defect in formation, UCC trade/dealings, condition precedent, ambiguity, subsequent modifications), ambiguity, controlling statute (fills in gaps), conflict of laws (can be in K or most significant relationship?).
What are some UCC risk of loss provisions?
COD: collect on delivery, payment due before inspection
Ex-ship: seller pays for unloading and delivers to buyer free of liens
FOB: free on board, seller pays loading and freight if place of destination, buyer pays freight if place of shipment (default)
FAS: free alongside, buyer arranges loading
CIF: cost, insurance, and freight, buyer pays all in price, takes risk of loss at carrier
No arrival/no sale: no seller liability if non-delivery from hazard of tansportation
What would lead to an excusable nonperformance?
Cooperation lacking/hindrance, illegality, incapacity if unique talents, source of supply impossible, subject matter destroyed, UCC failure of a presupposed condition.
What are the various types of remedies?
MRS DAISI (limited by foreseeability and certainty): money (expectation preferred, possibly liquidated, reliance for PE, restitution if unjust enrichment), R’s (replevin, reformation, rescission, restitution), specific performance (unique item, but no slavery!), declaratory judgment, accounting, injunction, SOL (CL: 6 yrs written, 2-3 oral; UCC: 4 yrs, can modify down to 1), in quasi-K (D knowingly received benefit, get value to D).
What are a seller’s and buyer’s remedies in the UCC?
Seller: right to cure, money damages (loss at resale), incidental damages, lost profit if same cost, reclaim goods on credit.
Buyer: get cover damages (use market price if can’t cover), incidental damages, foreseeable consequential damages, specific performance (only if cover impossible, goods IDed in the K, and no transfer to BFP).
