Brainscape's Knowledge GenomeTM

Browse over 1 million classes created by top students, professors, publishers, and experts.


See full index

Bar Review > Contracts and Sales > Flashcards

Contracts and Sales Flashcards

You may prefer our related Brainscape-certified flashcards:
MBE flashcards
1
Q

A contract is a

A

Legally enforcable agreement

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

When a contract deals with services we are in?

A

Common Law

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

When a contract deals with goods we are in?

A

Article 2 of the UCC

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

You cannot be in both the Common Law and the UCC at the same time

A

The All or Nothing Rule

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

Agreement can be divided into mini contracts?

A

Divisible contracts

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

Does the good or service play a bigger role?

A

The Predominant Purpose Rule

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

Four Big Topics: Has a contract been formed?

A
  1. Agreement 2. Consideration 3. Defenses 4. Statute of Frauds
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
8
Q

Elements of the Agreement

A

Offer and Acceptance (or counter offer)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
9
Q

an offer is a manifestation of a willingness to enter an agreement that creates

A

The power of acceptance in the offeree

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
10
Q

Offer and acceptance are governed by the _______ test

A

Objective Test

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
11
Q

Key question of a valid offer is whether it objectively displays

A

intent to be bound

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
12
Q

An offer must be directed to a specific offeree except

A

contest offers or rewards offers

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
13
Q

Under UCC, only essential terms are

A

The quantity of the goods

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

Under common law, the essential terms are

A

parties, subject, price, and quantity

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
15
Q

A contract to buy all (but not necessarily a specific amount) of a certain good needed from a supplier is

A

requirements contract

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
16
Q

A contract to sell all that is produced of something is

A

An output contract

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
17
Q

Six ways to Terminate an Offer

A
  1. Offeror Revokes
  2. Constructive Revocation. Offeree learns that offeror has taken action absolutely inconsistent with continuing the contract.
  3. Offeree rejects the offer
  4. Counter-offer
  5. Offeror dies
  6. A reasonable amount of time passes
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
18
Q

Four types of irrevocable offer

A
  1. Option
  2. Firm Offer
  3. Unilateral Contract - Offeree has started performance
  4. Detrimental reliance
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
19
Q

Can only be accepted through performance

A

Unilateral offer

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
20
Q

Exceptions to Mailbox Rule

A
  1. Offeree sends rejection, counter first
  2. To other types of communications
  3. To option contracts
  4. unclear whether applies to email, etc.
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
21
Q

Exceptions that acceptance must be communicated

A
  1. Unilateral reward contents
  2. unilateral offer where parties are geographically close
  3. A past history of silence serving as acceptance
  4. Offer says that acceptance must come by silence and offeree intends to accept by silence
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
22
Q

Communication of acceptance by gestures or actions

A

Implied-in-fact Contract

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
23
Q

At common law, an acceptance must be

A

The Mirror Image (rule) of the offer. Anything else is a counter-offer

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
24
Q

A conditional acceptance is another form of

A

counter-offer

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
25
Q

Acceptance under the UCC is

A

Definite, seasonable expression of acceptance, or written confirmation, that may state different or additional terms, unless expressly made conditional upon assent of new terms.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
26
Q

If both parties are Merchants, additional terms in an acceptance apply if

A
  1. They do not materially alter the deal
  2. The initial offer did not expressly limit acceptance to its terms
  3. The offeror does not object within a reasonable time frame.
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
27
Q

Battle of Forms, if both parties are merchants and there are different terms in an acceptance:

A

Knock out Rule applies;

  1. Majority: both terms are knocked out and gap filling UCC provision apply
  2. Minority: If the different term does not govern under 207(2), the original offer controls.
28
Q

When parties have a verbal agreement and one party sends a confirming memo with additional terms (within a reasonable time)

A

Operates as an acceptance anyway, apply battle of the forms.

29
Q

Consideration is

A

bargained for promises involving a legal benefit or detriment.

30
Q

Illusory promise

A

A promisor must commit to the deal or there is no consideration.

31
Q

Settling a legal claim is sufficient consideration, only if

A
  1. Good faith belief in the validity of the claim OR

2. reason to doubt the validity of the claim due to uncertain law.

32
Q

A modification is valid in the UCC if:

A

made in Good faith, even without additional consideration

33
Q

Promissory Estoppel

A
  1. A promise was made
  2. The promisee does take detrimental action in reliance on the promise
  3. injustice could only be avoided by enforcing the promise
34
Q

Quasi-Contract

A
  1. Plaintiff confers a benefit on person
  2. Plaintiff reasonably expected to get paid
  3. It would be unfair to let the person keep benefit without paying

(look for a good reason why there was no opportunity to decline)

Damages generally limited to fair value of benefit conferred

35
Q

Moral Obligation plus Promise (Half Theory)

A

Moral obligation plus a subsequent promise can be binding.

36
Q

Seven Defenses to K Formation

A
  1. Misunderstanding
  2. incapacity
  3. Mistake
  4. Fraud/Misrepresentation
  5. Duress
  6. Illegality
  7. Unconscionability
37
Q

Misunderstanding;

A
  1. Material term (open to multiple reasonable interp.)
  2. Each side attaches a different meaning to the term
  3. Neither party knows or should have known of the confusion.
38
Q

Incapacity:

A
  1. Infants/Minors
  2. People who are mentally ill
    a. Cannot understand nature and consequences OR
    b. Cannot act in a reasonable manner
  3. Very intoxicated
39
Q

Mutual Mistake

A
  1. mistake of fact
  2. mistake realties to basic assumption of K
  3. Impacted party did not bear the risk of mistake
40
Q

Unilateral Mistake

A
  1. All elements of mutual mistake AND
  2. mistake makes k unconconsionable OR
  3. other side knew or had reason to know of mistake.
41
Q

Misrepresentation

A
  1. Misrepresentation of present fact
  2. Materiality
  3. Made in which it is justifiable to rely on misreport.
42
Q

Fraud in the Execution

A

Trick somebody into signing something that they don’t even know is a contract

43
Q

Nondisclsoure

A

Generally no duty to tell about material facts. EXCEPT, active concealment.

44
Q

Duress

A

Improper threat that deprives party of meaningful choice

45
Q

Illegality

A

Illegal contracts are unenforceable

But a contract in furtherance of an illegal act may still be enforced

46
Q

Procedural Unconsionabiliy

A

Defect in bargaining process itself (note some jurisdictions require both Proc. & Subst.)

47
Q

Substantive Unconsionability

A

rip-off in some terms of the contract

48
Q

Does the statute of Frauds Apply

A
  1. Marriage
  2. Suretyship
  3. One Year
  4. UCC goods over $500
  5. Sale or interest in Real property
49
Q

Main-purpose exception to SOF

A

If main purpose is for surety’s own benefit, then not in SOF

50
Q

Two ways to satisfy the SOF

A

By performance or by writing

51
Q

Also exempted from SOF

A
  1. Custom goods
  2. Through judicial admission
  3. Confirming memo (failure to object within 10 days)
52
Q

Has a contract been formed?

A
  1. Parol-evidence rule
  2. Warranties
  3. Conditions
  4. Excuse of performance obligations
53
Q

Parol Evidence Rule

A

Bars prior statements or writings

Partial or Full integration

54
Q

Parol Evidence rule does not bar

A
  1. Info relevant to defenses of K formation

2. Second, separate deal

55
Q

Warranty

A

a promise that explicitly shifts risk to party making the promise

56
Q

Express warranty

A

promise that affirms or describes goods and is part of basis of bargain

57
Q

Implied warranty of Merchantability

A
  1. Requires a merchant
  2. Warrants that goods are fit for ordinary commercial use
  3. Can be disclaimed
  4. None if given opportunity to inspect in full
58
Q

Implied warranty of fitness for a particular purpose

A

Triggered when a buyer relies on seller’s expertise to select a special type of good for specific purpose

59
Q

Express Conditions

A

Created by language in the contract
Must be strictly satisfied unless the condition is somehow and excused
Generally, objective standard of satisfaction

60
Q

Waiver of conditions

A

Can be done through words or conduct

61
Q

Constructive conditions of Exchange

A

Implied condition; One party’s performance is conditioned on the other’s performance

62
Q

Performance under the UCC requires

A

Perfect Tender

Perfect goods and perfect delivery

63
Q

FOB Seller’s place of business

A

Shipment k, must get to common carrier, then no longer responsible

64
Q

FOB Buyer’s place of business

A

Destination K. Must get to buyer.

65
Q

Risk of Loss

A
  1. Has it been dealt with in the K
  2. Has either party breached?
  3. Was it a destination or shipment K?
  4. Was the seller a Merchant?
    if so, stays with seller until received by buyer, if not, moves to buyer when tendered.

Bar Review (6 decks)

Brainscape helps you reach your goals faster, through stronger study habits.
© 2024 Bold Learning Solutions. Terms and Conditions