Contracts Flashcards
A contract whose terms are specifically stated orally or in writing
Express contract
A contract whose terms are not specifically stated, but some or all of the terms are inferred from conduct of parties and/or circumstances
Implied contract
A contract whose terms have been fully performed
Executed contract
A contract whose terms have not been fully performed by both parties
Executory contract
A contract in which one party gives promise for completion of requested act; no contract, unless the promissee undertakes the action
Unilateral contract
A contract in which each party exchanges promises, creating a legal obligation for each party
Bilateral contract
A contract that is enforceable unless party that has rights pulls out of contract
Voidable contract
A contract that is not enforceable by either party
Void contract
An offer that is supported by consideration and cannot be revoked before stated time
Option/ option contract
A rejection by the offerree coupled with a new offer–terminates an offer
Counteroffer
Test that asks “to whom would a reasonable person believe the offer to be directed?”
Objective test
An auction in which the auctioneer may withdraw boods before s/he announces completion of sale
“with reserve” **default, unless specified
An auction in which goods may not be withdrawn unless no bid made within reasonable time
“without reserve”
Fraud that has all 4 elements, with the scienter element being due to a reckless disregard for the truth (rather than intent to mislead)
constructive fraud
Any acts or threats of violence or extreme pressure against party or member of party’s family, which in fact deprives party of free will and causes him/her to agree
duress–contract is voidable
Unfair persuasion of one person over another which prevents understanding or voluntary action; can occur through dominant person or abuse of fiduciary relationship–usually causes agreement to be voidable
Undue influence
An act, promise, or forbearance that is offered by one party and accepted by another as inducement to enter into agrement–requires an exchange of promises
Consideration
An implied contract at law, where a court rules that a conract exists even though an element of a contract is missing–used where a promissee has reasonably relied on a promisor’s promise anthat reliance has injured the promissee
Promissory estoppel
An agreement between parties in which one or both lack the capacity to contract is void, or in some cases, voidable—element of contract
Legal capacity
An incomeptent person whose incompetency is caused by things like compulsive spending disorder
Diminished capacity–contracts are voidable
contracts that may not be enforceable due to public policy concerns
illegal contracts
Licensing statute that seeks to protect the public from incapable, unskilled, or dishonest persons
Regulatory licensing statute
A licensing statute thats primary purpose is to raise revneue for the government
Revenue-seeking statute
A contract for greater than the legal interst rate–illegal and not enforceable
Usury contracts
Clauses found in contracts in which one party tries to avoid liability for own negligence–generally enforceable, unless tries to excuse potential reckless/intentional behavior
Exculpatory clauses
to approve by expressing formal consent/approval
Ratification
Statute of frauds only applies to these types of contracts because it is a rule of evidence
Executory contracts
Federal law that makes electronic signatures valid like written ones and makes electronic documents as valid as paper ones
E-SIGN Act
Computer licenses that the individual or company often buys without seeing or reviewing first–generally found to be enforceable
Shrink-wrap licenses
The transfer of a right under a contract by one person to another
Assignment
The transfer of duties under a contract
Delegation
3rd party beneficiary in which the debtor conracts with a secnd party to pay the debt owed to the crediro–can maitain an action against eithe contracting party
creditor beneficiary
A third party beneficiary in which the promisee’s intent is to confer a gift upon third party through promisor’s performance
-can only maintain an action against the primisor (party that will do something, not the one giving the gift)
Donee beneficiary
A third party benefiiciary who receives an unintended benefit froma contract.
–s/he obtains NO rights under the contract
incidental beneficiary
A condition that must occur before stated promise or duty in contract becomes due
Condition precedent
A condition that when it occurs it modifies or takes away a duty specified in a contract
Ex. M agrees to rent N a certain home until M finds a buyer
Condition subsequent
An agreement to substittue new performance for the original performance
An accord
Performance of the accord
Satisfaction
An agreement between 3 parties; the original 2 parties and a new party, where the new party takes the place of one of the original parties to the contract
novation
cancellation of a contract whereby parties are placed in a position they wer in before the contract was formed
rescission
damages that arise as a consequence of hte breach; only awarded if the damages are forseeable
consequential damages
A provision agreed to in a contract to set the amount of damages in advance if a breach occurs
Liquidated damage clause
A doctrine that allows a party to either sue at once or wait until after performacne is due when the other party indicates s/he will not perform
Anticipatory repudiation
