Contracts Basics

Question 1

What is a unilateral K?

Answer 1

The offer expressly requires performance as the only manner of acceptance.

Question 2

What is a bilateral K?

Answer 2

Anything other than a unilateral K.

Question 3

What is a quasi-contract?

Answer 3

not a K, more like an equitable remedy

Question 4

When does a quasi-K arise?

Answer 4

Usually arises when there is an unenforceable agreement, but one side has realized a benefit.

Question 5

What four things signal a quasi-K?

Answer 5

1. P has conferred a benefit to D
2. P reasonably expects to be paid
3. D knowingly accepted the benefit
4. D will be unjustly enriched if P is not compensated

Question 6

What does it mean if the K is void?

Answer 6

Never had any legal effect.

Question 7

What does it mean if the K is voidable?

Answer 7

One or both parties MAY elect to void the K

Question 8

What does it mean if the K is unenforceable?

Answer 8

An otherwise valid K that is unenforceable b/c a defense applies.
Ex: incapacity, SOF

Question 9

What K does common law apply to?

Answer 9

Most contracts except sales of goods

Question 10

What governs the sale of goods?

Answer 10

UCC Article 2

Question 11

What law will govern a mixed contract? (sale of goods and other things)

Answer 11

The predominant purpose of the K dictates the applicable law.

Exception: if K terms divide payment btw the goods and the services, apply the UCC to the sale of goods potion of the K and CL to the remainder

Question 12

What is the difference btw CL acceptance and UCC acceptance?

Answer 12

At common law: acceptance must mirror the offer (mirror image rule)

At UCC: if both parties are merchants, additional terms become part of the K unless they materially change the offer or the offeror objects. (battle of the forms)

Question 13

What is the difference btw CL option contracts and UCC option contracts?

Answer 13

CL: requires consideration or reliance
UCC: no consideration required for merchant’s firm offer

Question 14

What is the effect of a firm offer?

Answer 14

Irrevocable for time stated, or up to three months if no time is stated (permanently irrevocable if consideration is provided)

Question 15

What is the difference btw CL and UCC re: contract modification?

Answer 15

CL: modifications are ineffective unless consideration is provided

UCC: no consideration required for a modification but modification must be a) in writing and b) in good faith

Question 16

What is the difference between the CL and UCC on obligations under partial performance of a K?

Answer 16

CL: if there is substantial performance by one party to a K, the other party must perform (or pay)

UCC: a buyer is not required to pay unless seller makes a perfect tender of goods