Contracts Add ons Flashcards
Implied in fact vs. implied in law Ks
Implied-in-fact: inferred from party’s conduct or failure to act (e.g. not stopping someone who begins painting their house)
Implied-in-law: Court constructs K when parties did not contract (e.g. unconscious person treated by doctor)
Do courts try to interpret Ks as divisible?
Yes, this is their preference, but will NOT do so if violates express terms of K
When does misrepresentation make contract voidable?
Regardless of whether it was intentional, can be voidable if
1) was fraudulent or material
2) induced assent
3) created justifiable reliance
Under common law, is consideration required to modify K?
YES
If someone provides care for a person’s pet/child/property without the owner’s permission, may they be reimbursed?
YES, bc a quasi-contract has been formed, the party that has been enriched must pay reasonable expenses undertaken due to emergency
Can a merchant disclaim warranty of fitness for particular purpose, warranty of merchantibility, or both?
May disclaim EITHER or BOTH through express conspicuous writing
When must contract modifications under Statute of Frauds be in writing under UCC?
If they affect SUBJECT MATTER or QUANTITY of goods in writing, NOT price
If a writing is not fully integrated, may parole evidence rule apply to introduce contradictory terms?
NO, regardless of whether writing is fully or partially integrated, parol evidence rule prohibits introduction of contradictory terms
If a party commits anticipatory repudiation, may he repudiate it and comply?
YES, so long as other party does not cancel K or take any action in reliance on failure to provide assurances, anticipatory repudiation may be retracted
Good faith purchaser protections
A buyer who does NOT obtain title can still TRANSFER good title to a subsequent purchaser who buys item in good faith and for value
Constructive revocation
When offeree acquires reliable information that offeror has taken definite action inconsistent with offer, offer is automatically revoked by constructive revocation
If a non-merchant promises not to revoke, does this create a firm offer?
NO, only merchants can create firm offer under UCC rule.
When buyer places order and seller ships goods as accommodation, is this acceptance?
NO, and no K is formed if buyer rejects goods
If buyer relies on seller’s unintentional misrepresentation, does that render K voidable?
YES, even when misrepresentation NOT fraudulent
If K is rendered impracticable, but subcontractor unaware of conditions, is he responsible?
NO, party that hired subcontractor has assumed the risk
Under what conditions can a promise to make a gift with no consideration be enforceable?
1) if collateral estoppel applies
OR
2) exchange of promise to make gifts constitutes valid consideration (e.g. two parties BOTH promise to make gifts if the other does)
Does parol evidence rule apply to statements made after K executed?
NO, only to those BEFORE or CONTEMPORANEOUS
Will courts enforce Ks for personal services?
Rarely–but will often restrain breaching parties from working ELSEWHERE when non-compete clause applies
In effort to cure defective tender, must seller provide conforming goods within K time?
Yes, UNLESS seller had REASONABLE GROUNDS to believe buyer WOULD accept imperfect tender
In this case, seller has REASONABLE TIME to correct breach
WHEN may parol evidence be introduced in spite of fully integrated K that would otherwise be inadmissible?
To show that K was subject to CONDITION PRECEDENT
Do implied-in-fact Ks require proof of agreement?
YES, mutual assent required
Can K be reformed on basis of mutual mistake if one party seeks to benefit from that mistake?
YES, based on original agreement prior to writing
If K is valid, may reliance damages be awarded?
NO, this is usually just for PROMISSORY ESTOPPEL when K is not valid.
When does nondisclosure constitute misrepresentation?
When non-disclosing party KNOWS that disclosure is NECESSARY to prevent PREVIOUS assertion from being misrepresentation
When does identification of goods occur?
For existing goods: when K made
For goods not already existing: EARLIEST of marked, shipped, or designated by seller
If a party is prohibited from assigning K but assigns anyway, can assigned party recover?
YES, from the party who assigned it, even if the assignment was in breach
When does economic threat give rise to duress?
When the threat is IMPROPER and threatened party is DEPRIVED OF MEANINGFUL CHOICE
