Contracts Flashcards
A communication will not be considered to be definite and certain enough to be an offer if it is for the sale of goods and
is missing a quantity term.
A revocation generally is effective _____
when received.
An acceptance generally is effective when
dispatched.
Under the mailbox rule, if the offeree dispatches an acceptance before he receives a revocation sent by the offeror,
a contract is formed
An ordinary option contract is a distinct contract in which
the offeree gives consideration for a promise by the offeror not to revoke an outstanding offer.
A merchant’s firm offer arises when
a merchant offers to buy or sell goods in a signed writing and the writing gives assurances that the offer will be held open.
An offer for a bilateral contract may be accepted either by
a promise to perform or by the beginning of performance.
Under the doctrine of substantial performance,
even though the party who has substantially performed is able to enforce the contract, the other party will be able to mitigate by deducting damages suffered due to the first party’s incomplete performance (only applies if breach is minor)
Anticipatory repudiation occurs when
a party to a contract, prior to the time set for performance, indicates that he will not perform when performance is due.
Prospective unwillingness to perform occurs when
a party has reasonable grounds to believe that the other party will be unable or unwilling to perform when performance is due.
When a party having the benefit of an ancillary condition under a contract indicates by words or conduct (and without receiving any additional consideration) that she will not insist on that condition being met, this is called __________.
waiver
Estoppel waiver`
when a party indicates that she is “waiving” a condition before it is to happen, and the person addressed detrimentally relies on the waiver
A repudiating party may at any time before his next performance is due withdraw his repudiation unless
the other party has canceled, materially changed her position in reliance on the repudiation, or otherwise indicated that she considers the repudiation final.
Withdrawal of the repudiation may be in any manner that
clearly indicates intention to perform.
Whenever a party indicates that he is waiving a condition before it is to happen and the person addressed detrimentally relies on the waiver, courts will find
a binding estoppel waiver.
The doctrine of “substantial performance” generally does not apply to __________.
contracts for the sale of goods
In the case of an anticipatory repudiation, the nonrepudiating party has four basic alternatives:
First, the nonrepudiating party may choose to treat the anticipatory repudiation as a total repudiation and sue immediately. The nonrepudiating party could choose to suspend his own performance and wait to sue until the performance date. He could also treat the repudiation as an offer to rescind and treat the contract as discharged. Lastly, the nonrepudiating party could simply ignore the repudiation and urge the promisor to perform, but this is not the same as demanding assurances. If the promisor then chose to perform, this would result in a retraction of the repudiation.
A condition states that
an event must occur or fail to occur before a party has a duty to perform under a contract.
Anticipatory repudiation applies only if there is a _____contract with executory (unperformed) duties on both sides.
bilateral
The elements necessary to establish frustration are:
(i) some supervening act or event leading to the frustration; (ii) at the time of entering into the contract, the parties did not reasonably foresee the act or event occurring;(iii) the purpose of the contract has been completely or almost completely destroyed by this act or event; and (iv) the purpose of the contract was realized by both parties at the time of making the contract.
__________ is an agreement in which one party to an existing contract agrees to accept, in lieu of the performance that she is supposed to receive from the other party to the existing contract, some other, different performance.
An accord
The death of a party of a contract discharges the contract if
that party was necessary to effectuate the contract
__________ exists if the purpose of the contract has become valueless by virtue of an unforeseeable supervening event.
Frustration
A contract may be discharged by a new contract that substitutes a new party to receive benefits and assume duties that had originally belonged to one of the original parties under the terms of the original contract. This is known as a discharge by:
novation
A mutual agreement between two parties to a contract that each will give up her respective rights to performance from the other is known as:
a mutual recission
The elements for a valid novation are:
(i) a previous valid contract;(ii) an agreement among all parties, including the new party (or parties) to the new contract; (iii) the immediate extinguishment of contractual duties as between the original contracting parties; and (iv) a valid and enforceable new contract.
Under the UCC, if both parties to a contract are merchants, additional terms in an acceptance will be included in the contract unless
(i) they materially alter the original contract; (ii) the offer expressly limits acceptance to the terms of the offer; or (iii) the offeror has already objected to the particular terms, or objects within a reasonable time after notice of them is received.
Under Article 2, unless the contract provides otherwise, a buyer has a right to inspect the goods __________.
at the buyer’s own expense before she pays for the goods
When should the nonbreaching party treat an otherwise minor breach as a material breach?
When the breach is coupled with an anticipatory repudiation
In a noncarrier case, for proper tender of delivery, the seller must:
Put and hold the goods at the buyer’s disposition for a time sufficient for the buyer to take possession and give the buyer reasonable notice to enable the buyer to take possession of the goods
Under a U.C.C. Article 2 shipment contract, the seller need not ___________ but must ___________.
See that the goods reach the buyer; promptly notify the buyer of the shipment
If a seller gives no instructions within a reasonable time after notification of rejection, the buyer may _________________ the goods
Reship, store, or resell
Under Article 2, in a noncarrier case, in the absence of an agreement otherwise, the place of delivery is generally__________.
The seller’s place of business
After a reasonable time, a buyer may resell rejected goods only if:
The buyer holds the proceeds for the seller’s account
The UCC gives a seller the right to cure a defective shipment within a reasonable time beyond the original time for performance in the contract if:
Prior dealings with the buyer led the seller to reasonably believe that the defective shipment would be acceptable
Under the U.C.C., what is required to cure a defective delivery in a single delivery contract?
Reasonable notice of the intention to cure and a new tender of delivery of conforming goods within the time for performance
Unless the contract provides otherwise, in a shipment contract, payment is due __________.
When the goods are put in the hands of the carrier
Generally speaking, if a contract does not address the importance of timeliness of performance in its terms, a failure by the promisor to perform at the time stated in the contract will result in __________.
A minor breach of contract
After a buyer rejects a tender of nonconforming goods, the seller has a right to cure beyond the original contract time:
if the seller reasonably believed that the nonconforming goods would be acceptable to the buyer with or without a money allowance.
Under Article 2, a merchant’s firm offer arises when
a merchant offers to buy or sell goods in a signed writing that gives assurances that the offer will be held open.
A promise to perform an existing legal duty is not valuable consideration, unless
an exception to the preexisting legal duty rule applies, e.g., new or different consideration is promised, or a minor’s ratification of a voidable contract upon reaching the age of majority.
