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FL Bar Exam Flashcards- MBE > Contracts > Flashcards

Contracts Flashcards

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MBE flashcards
1
Q

Offer

A

an outward manifestation to enter into a contract (1) Intent + (2) specific terms

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2
Q

Advertisements

A

not an offer, invitation to offer

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3
Q

Termination of Offer

A

(1) Death
(2) Lapse of Time
(3) Rejection
(4) Counter Offer
(5) Revocation

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4
Q

Indirect Reovcation

A

person receiving offer LEARNS another deal was made

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5
Q

Option Contract

A

additional consideration to have option contract to make irrevocable

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6
Q

Firm Offer

A 
UCC K (1) between merchant (2) signed writing by merchant
1.	If no time states 3 months is MAX time valid
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7
Q

Unilateral Contract

A

a promise for an act

1. Offer is Irrevocable when performance begins

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8
Q

Bilateral Contract

A

a promise for a promise – words enough for K

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9
Q

Acceptance

A

agree to offer

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10
Q

Mirror Image Rule

A

acceptance has to mirror offer, Common Law

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11
Q

Acceptance by Silence

A

effective if offeror know silence is okay

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12
Q

Acceptance by Performance

A

words or performance to accept

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13
Q

Mailbox Rule

A

Acceptance is effective when sent

Exception – Rejection 1st, then Acceptance, 1st in time wins

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14
Q

UCC Acceptance

A

sale of goods

1. Can accept even if there is difference

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15
Q

Consideration

A

bargained for exchange

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16
Q

Ways to be tested on Consideration

A

(1) Illusory Promise
(2) Promise to give a gift
(3) Past or Moral Consideration
(4) Promise to Pay
(5) Forbearance for Lawsuit
(6) Promissory Estoppel
(7) Accord and Satisfaction

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17
Q

Illusory Promise

A

not valid consideration

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18
Q

Promise to give a gift

A

invalid consideration

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19
Q

Past or moral consideration

A

not enforceable

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20
Q

Promise to Pay a Debt barred by SoL

A

Valid

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21
Q

Forbearance for Lawsuit

A

Valid

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22
Q

Promissory Estoppel

A

promise that induces on to rely to their detriment

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23
Q

Accord and Satisfaction

A

occurs when there is a debt. Settlement – cannot come after rest of it

a. Part payment even though paid in full, still owe remaining
b. Debt, can’t pay, settlement, can’t go after remaining
c. Not sure if there is debt, make payment, amount is final

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24
Q

Defenses to Enforceability

A

(1) Age
(2) Mental Illness
(3) Duress
(4) Undue Influence
(5) Unconscionability
(6) Illegal
(7) Mistake
(8) Misrepresentation
(9) Non-Compete Clause
(10) Statute of Frauds

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25
Q

Age

A

Voidable at option of Minor

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26
Q

Mental Illness

A

Void

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27
Q

Duress

A

Wrongful Threat

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28
Q

Undue Influence

A

Unfair Bargaining Position

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29
Q

Unconscionability

A

result of enforcing K is unfair

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30
Q

Illegal Contract

A

not enforceable

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31
Q

Unilateral Mistake

A

1 party is mistaken about term in K, not a defense, UNLESS (1) other party knew it was a mistake, OR (2) clerical error

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32
Q

Mutual Mistake

A

defense, no meeting of the minds. Remedy? Rescission

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33
Q

Intentional Misrepresentation

A

(1) intentionally say with scienter (2) w/intent to induce reliance

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34
Q

Negligent Misrepresentation

A

(1) special relationship (2) omission (3) reliance (4) injury

35
Q

Non-Compete Clauses

A

MUST be reasonable to be enforceable

36
Q

Statute of Frauds

A

(1) Marriage
(2) Ks over a Year
(3) Land
(4) Executor Contracts
(5) Guarantor Contracts
(6) Sale of Good over $500

37
Q

Land Contracts - Part Performance Exception

A

pay or take possession or make improvements on the land, does not be in writing if part performance

38
Q

Guarantor/Surety Contracts

A

promising to pay for debt of another

1. Exception: if purpose is to benefit me, not other person, then no need for writing

39
Q

Sale of Goods over $500

A

Exception: part-performance also applies

40
Q

Merchant Confirmation

A

if one merchant sends another a (1) written confirmation signed by sender (2) includes the quantity (3) no objection w/10 days of receipt (4) acts as a writing for SoF

41
Q

What is included in a Legal writing?

A
  1. Parties Subject Matter
  2. Material Terms
  3. Signed by Party to be Charged
42
Q

Parol Evidence and Interpretation

A

Applies to things prior to or at the time entered into the contract

43
Q

Final/Complete Integration Contract

A

Parol Evidence is NOT admissible

44
Q

Merger Clause

A

final agreement between parties

45
Q

Ambiguous term

A

parol evidence allowed to clear up an ambiguity

46
Q

Partial Integration

A

parol evidence is admission, anything that supplements original terms with contract that are CONSISTENT
i. Anything that contradicts or materially alters contract is NOT admissible

47
Q

Always Admissible Parol Evidence

A

i. Fraud
ii. Mistake
iii. Duress
iv. Condition Precedent
v. Course of Dealing
vi. Trade Custom

48
Q

Risk of Loss - NO Carrier

A

if seller is merchant, risk is on seller until buyer takes possession
1. If seller is not merchant, risk of loss is on seller until seller makes item available to buyer

49
Q

Shipment Contract

A

default rule, risk of loss shifts to buyer when goods are delivered to carrier

50
Q

Destination Contract

A

risk of loss shifts to buyer when goods are delivered to destination

51
Q

F.O.B. Seller

A

shipment contract, risk until good delivered

52
Q

F.O.B. “anything else”

A

destination contract, risk on buyer

53
Q

Requirements Contract

A

desire to buy all the widgets

54
Q

Good faith

A

as long as good faith okay

55
Q

Modification - Common Law

A

needs new consideration

56
Q

Modification - UCC

A

good faith, no new consideration

57
Q

Oral or Written Consideration - Common Law

A

Both are valid

58
Q

UCC Oral or Written Modification

A

clause prohibiting oral modification in K valid

59
Q

Mutual Modification

A

as long as terms are fair and reasonable

60
Q

Condition Precedent

A

event before contract

61
Q

Condition Concurrent

A

event during contract

62
Q

Condition Subsequent

A

event after contract

63
Q

Waiver of condition

A

saying forget about condition, you may perform regularly

64
Q

Bad Faith

A

if one party acts in bad faith then that party still has to perform

65
Q

Avoiding Forfeiture

A

condition excused if big loss

66
Q

Non-conforming goods

A

(1) may reject, (2) may accept, (3) may reject part and accept part

67
Q

Installment contract & non-conforming goods

A

if one shipment is nonconforming then not total breach of contract if it affects the installment and it cannot be cured
1. If the 1 nonconforming shipment will ruin entire value of contract then contract is breached

68
Q

Impracticability

A

unforeseen event makes performance too difficult or expensive

69
Q

Impossibility

A

nobody can perform, i. Exception- (1) temporary impossibility or (2) preparation of impossibility

70
Q

Frustrations of Purpose

A

reason you entered contract is no longer present

71
Q

Anticipatory Repudiation

A

before contract performance, unequivocal refusal to perform = total breach

72
Q

Demand Assurances

A

when doubtful about performance, need to respond to demand in a reasonable amount of time. In UCC, demand must be in writing and within 30 days

73
Q

Expectation Damages

A

default, value of contract if performed; (1) foreseeable and (2) reasonably certainty
1. Contract price (–) minus what you already would have received (+) plus any costs

74
Q

Reliance Damages

A

(1) unreimbursed costs prior to contract (2) cannot get expectation damages

75
Q

Restitution Damages

A

market value of the services, option of the non-breach party instead of expectation damages. (1) getting back value already given and (2) contract partially performed

76
Q

Consequential Damages

A

because of breach foreseeable costs

77
Q

Liquidated Damages

A

determined at time of contract enforceable if (1) reasonable and (2) not a penalty

78
Q

Quantum Meruit

A

BREACH PARTY is seeking damages, reasonable value of services, even breaching can recover value of work done minus whatever damages

79
Q

Seller Damages

A

contract price if goods delivered and accepted

a. Some or none delivered and not resold – contract price minus market price
b. None delivered and resold – contract price minus resell price
c. Incidental Damages – seller can always get
d. Lost Volume Profits – measure by profit seller would have made plus any costs minus payment of resale

80
Q

Buyer Damages

A

depends if buy replaced

a. If replaced, Contract price minus new goods
b. If not, contract price minus the market price of goods at the time you learn of the breach

81
Q

Equitable Damages

A

when remedy at law is inadequate

82
Q

Specific Performance

A

subject matter is unique, land is always unique

83
Q

Injunction

A

to prevent irreparable harm

84
Q

Recession

A

no meeting of the minds, if K never happened

a. Mistake
b. Misrepresentation
c. Duress
d. Lack of Capacity

FL Bar Exam Flashcards- MBE (20 decks)

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