Contracts Flashcards
MBE Review Done. Sim MBE Final Done. AMP Done.
Unilateral Contract
Results from an OFFER that expressly requires the performance AS THE ONLY possible method of acceptance.
Bilateral Contract
Promise for a promise. Usually silent as to the method of acceptance.
Mixed Contracts (goods and services)
Rule: All or nothing - more important part governs.
UCC - Sale of Goods
CL: services
ex. $400 for car and 2 driving lessons - what’s more important? CAR
Define Contract.
Agreement that is legally enforceable.
Creation of Contract
Bad REWRITE
- Was there mutual assent?
- Was there consideration (or some substitute, like promissory estoppel)?
- Are there any defenses to the creation of the contract?
Agreement process on the bar.
- offer (initial communication)
- termination of offer (what happens after the initial communication?)
- acceptance (who responds and how?)
Is the initial communication an offer?
General test.
Manifestation of commitment.
Whether a reasonable person in the position of the offeree would believe that his assent creates a contract.
Express Contract
Promises communicated by /language/.
Ex. X promises to paint Y’s car in return for Y’s promise to pay X $100.
Implied Contract
Parties’ /conduct/ indicates that they assented to be bound.
Ex. X fills her car with gas at Y’s gas station. There is contract to purchase gas.
X watches Y paint X’s house, knowing that Y mistakenly thought they had an agreement for Y to be paid for it.
Quasi-Contract (not really a contract)
One party is /unjustly enriched/ at the expense of the other party, so that the enriched part must pay restitution to the other party equal to the unjust enrichment.
Mutual Assent requires:
Offer and acceptance
Consideration
Bargained for exchange of something with legal value
Defense to Contract Formation
- Mistake
- Lack of Capacity
- Illegality
- Statute of Frauds
Offer
- Expression of promise, undertaking, or commitment.
- Certainty and definiteness in ESSENTIAL TERMS.
- Communication of the above to the offeree.
Definite and certain terms:
Whether enough of the essential terms have been provided so that a contract including them would be capable of being enforced.
Required details for Real Estate Contracts
Must include identification of land and price.
Required details for Sale of Goods Contracts
Quantity must be certain.
Except: Outputs and Requirements Contracts
Missing Terms?
Does not prevent the formation of a contract if it appears that that parties INTENDED to make a contract and there is REASONABLY certain basis for remedy.
Court can supply reasonable terms for those that are missing.
Vague Terms?
Court cannot enforce a contract where parties have included terms that are too vague to be enforced.
Uncertainty may only be cured through part performance that clarifies vague terms or by acceptance and full performance.
Merchant’s Firm Offer
Under Article 2:
- if a merchant,
- offers to sell goods in a SIGNED WRITING, and,
- the writing gives assurances that it WILL BE HELD OPEN, the offer is not revocable for lack of consideration during the time stated. (Not to exceed 3 months.)
(Three mo. time limit applies only to offers not supported by consideration.)
Revocation of Offer by Offeror. When is it effective?
When received.
Revocation of Offer by Offeror. Methods of revocation?
Express or implied.
e.g. offeree discovers that offeror sold subject matter to someone else.
Revocation of Offer by Offeror. Limitations on power to terminate?
Option contract, merchant’s firm offer, detrimental reliance, beginning performance on unilateral contract.
Terminations of offers by operation of law
- Death or insanity of either party (does not need to be communicated to the other party)
- Destruction of the proposed subject matter, or
- Supervening illegality
Rejection of Offer by Offeree. When Effective?
Effective when received.
Rejection of Offer by Offeree. Methods.
- Express rejection,
- Counteroffer, or
- Lapse of reasonable time.
Rejection by Offeree. Limitation on power to terminate?
Generally cannot terminate (or reject) if already accepted.
Art. 2 - Battle of the Forms Provision
Used instead of the mirror image rule under Art. 2.
Provides: proposal of additional or different terms by the offeree in a definite and timely acceptance is EFFECTIVE AS ACCEPTANCE, unless the acceptance is made EXPRESSLY conditional on assent to the different terms.
Whether the additional terms become part of the contract depends on whether both parties are merchants.
Promissory Estoppel (Detrimental Reliance)
Promise is enforceable if necessary to prevent injustice if:
- The promisor should reasonably /expect to induce action or forbearance/;
- Of a definite and substantial character;
- and such an action or forbearance is in fact, induced.
Past consideration/Moral obligation:
is not consideration at common law. Nor is it a substitute for consideration.
Requirement Contracts
- Quantity is measured by buyers needs.
2. Buyer must use good faith in determining what those needs are.
Option Contract: Common Law
A promise to keep an offer open for a certain amount of time.
Must be supported by consideration.
Merchant’s Firm Offer
- Offer by merchant
- in a signed writing which by its terms gives assurance that it will be held open
- is irrevocable during the time stated; AND
- if no time is stated then period of irrevocability may not exceed 90 days.
Quasi Contract Requirements
- No formal agreement
2. Evidence of unjust enrichment.