Contracts Flashcards
offer
present intent to be bound
certain and definite terms
identified offeree
firm offer
written offer signed by a merchant giving assurances offer will stay open - irrevocable without consideration for stated time/no more than 3 months
mailbox rule
acceptance effective upon dispatch
revocation
effective upon receipt, by words or deed
SOF
contracts for sale of goods over $500 need writing signed by party to be charged
damages/cover
under UCC, buyer can cover and replace goods and then recover difference in price from breaching party
detrimental reliance
revocation will be ineffective if offeree foreseeably and detrimentally relied on offer
quasi-contract
to avoid unjust enrichment will be entitled to reimbursement
parole evidence
agreements made prior to or contemporaneous with K are inadmissible to change K terms
modification
at CL modification requires mutual assent and consideration. att ucc simply mutual assent and good faith
impossibility
supervening, unforeseeable event makes performance impossible. discharges duty to perform
impracticability
occurrence of an event the parties assumed would not occur makes performance extremely and unreasonably difficult. discharges duty to perform
frustration of purpose
purpose for entering the contract is destroyed by supervening events. discharges duty to perform
major breach -
parties do not receive substantial benefit of the bargain
minor breach
party does receive substantial benefit of the bargain
consequential damages
damages that are direct and foreseeable consequence of K nonperformance and are unique to each plaintiff. must be foreseeable, duty to mitigate and certain
battle of the forms
between merchants, additional terms become part of the contract unless:
offer limits acceptance to terms
material alteration
o’or rejects new terms within reas. time
condition
event that must occur before performance is due
waiver of condition
failure to insist on compliance may function as a waiver
knock out rule
cancelling terms knock each other out
