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Multistate > Contracts Black Letter Law > Flashcards

Contracts Black Letter Law Flashcards

1
Q

If a sale involves both goods and services, which law applies?

A

Courts will determine the dominant aspect and apply the corresponding law to the whole contract. If the K divides payment between goods and services, both UCC and common law apply to their respective portions.

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2
Q

A merchant is…

A

One who regularly reads in goods of the kind sold or who otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved.

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3
Q

If a dealer of coffee makes an offer to sell her car, do any of the merchant rules apply?

A

No, because the dealer is not acting in her mercantile capacity which she must be doing for any merchant rules to apply.

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4
Q

Express Contracts are…

A

formed by language, oral or written

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5
Q

Implied in Fact Contracts are…

A

formed by manifestations of assent other than oral or written language (i.e. conduct)

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6
Q

Quai-Contract or Implied in Law Contracts are…

A

Not actually contracts. Constructed by courts to avoid unjust enrichment by permitting the plaintiff to bring action in restitution to recover the amount of the benefit conferred on the defendant.

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7
Q

Acceptance of Bi-Lateral Contracts is made by…

A

an exchange of mutual promises

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8
Q

Acceptance of Uni-Lateral Contracts is made by…

A

performance

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9
Q

Can offers be accepted by promising or beginning performance?

A

Yes, because unless clearly indicated otherwise, all offers are “indifferent” offers, allowing acceptance by promising or beginning performance

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10
Q

Name the 2 situations in which a unilateral contract can be formed.

A

1) Where the offeror clearly indicates that completion of performance is the only manner of acceptance
2) Where there is an offer to the public (i.e. a reward offer)

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11
Q

What is a void contract?

A

A contract that is totally without any legal effect from the beginning.

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12
Q

Can either party enforce a void contract?

A

No.

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13
Q

What is a voidable contract?

A

A contract that one or both parties may elect to avoid (i.e. by raising a defense that makes it voidable, such as mental illness).

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14
Q

What is an unenforceable contract?

A

An agreement that is otherwise valid but which may not be enforceable due to various defenses (i.e. Statute of Frauds).

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15
Q

What three questions does a court ask in deciding whether there was a contract or not?

A
  1. Was there mutual assent?
  2. Was there consideration?
  3. Are there any defenses to creation of the contract?
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16
Q

Must there be a subjective meeting of the minds for a contract to be formed?

A

No, courts use an objective measure where each party is bound by their apparent intention.

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17
Q

For a communication to be an offer, it must create a reasonable expectation that…

A

the offeror is willing to enter into a contract on the basis of the offered terms

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18
Q

What three questions should you ask when determining if a communication is an offer?

A
  1. Was there an expression of a promise, undertaking, or commitment to enter into a contract?
  2. Was there certainty and definiteness int eh essential terms?
  3. Was there communication of the above to the offeree?
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19
Q

True or false, Advertisements are considered to be offers.

A

False. Advertisements are invitations for offers

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20
Q

Do courts look to the customs of the industry in determining whether a proposal qualifies as an offer?

A

Yes.

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21
Q

In a real estate transaction, what two terms must be identified specifically?

A

Land and price terms.

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22
Q

In a contract for the sale of goods, what term must be certain or capable of being made certain?

A

The quantity being offered.

23
Q

What is a requirement contract?

A

A contract where a buyer promises to buy from a certain seller all of the goods the buyer requires and the seller agrees to sell that amount to the buyer.

24
Q

What is an output contract?

A

A contract where a seller promises to sell a certain buyer all of the goods the seller produces and the buyer agrees to buy that amount from the seller.

25
Q

In requirement and output contracts, does the lack of a specific quantity mentioned make the quantity term too vague for there to be an offer?

A

No, because the quantity is capable of being made certain.

26
Q

Is an offer with a reasonable range of choice (i.e. 1 of 6 cars on a lot) considered a definite offer?

A

Yes. If a seller offered to sell a buyer any one of six cars, the words will result in a contract when the buyer’s choice is made and manifested.

27
Q

In contracts for employment, can the duration of employment be left out?

A

Yes, and if accepted, the offer is construed as creating a contract terminable at will of either party.

28
Q

For contracts of services (other than for employment) what term must be included in the offer?

A

The nature of the work to be performed.

29
Q

True or false, courts can supply reasonable terms for missing terms in a contract?

A

True, so long as they are consistent with the parties’ intent as otherwise expressed.

30
Q

Does the failure to state the price prevent the formation of a contract if the parties intended to form a contract without the price being settled?

A

No, except in contracts for real property.

31
Q

Under Art. 2 gap filler, the price will be a reasonable price at the time of delivery if… (3 things)

A
  1. Nothing is said as to price;
  2. There price is left to be agreed to by the parties and they fail to agree; or
  3. The price is to be fixed by some external factor or third party and it is not so set.
32
Q

Under Art. 2, wil a contract be formed if the parties agree that one of the parties will fix the price in the future (i.e. price to be set by seller at time of delivery)?

A

Yes, so long as the party who has the right to fix the price acts in good faith. If they do not act in good faith, the other part may either cancel the contract or fix a reasonable price.

33
Q

Must time be definitely defined in a contract?

A

No, if time is not specified the law implies that performance must happen within a reasonable time.

34
Q

Can courts fix vague or ambiguous terms in a contract?

A

No, because the parties have manifested an intent that cannot be determined.

35
Q

Can vagueness be cured by part performance?

A

Yes, where part performance supplies the needed clarification of the terms.

36
Q

True or False, uncertainty in a contract cannot be cured by acceptance.

A

False, the offer becomes definite when the offer communicates her choice.

37
Q

Can material terms in an offer be uncertain?

A

No, if the uncertain term is material, the offer is too uncertain and courts will not supply a reasonable term. Exception under Art. 2 for price.

38
Q

Must the offeree have knowledge of the offer to accept?

A

Yes, there must be some communication to the offeree of the offer.

39
Q

If an offeror wants to revoke their offer, when does the offeror have to communicate his revocation?

A

Before the offeree accepts the offer.

40
Q

True or False, revocation made by publication can be made through any means.

A

False, publication of revocation terminates the offer if made through comparable means.

41
Q

What are the three elements for revocation by indirect communication?

A

The offer may be effectively terminated if the offeree indirectly receives:

  1. correct information
  2. from a reliable source
  3. of acts of the offeror that would indicated to a reasonable person that the offeror no longer wishes to make the offer
42
Q

When is revocation generally effective?

A

When received by the offeree.

43
Q

When is revocation by publication effective?

A

When it is published.

44
Q

Under common law, when revocation is sent, when is it considered “received”?

A
  1. When it comes into the possession of the person addressed or of someone authorized by him to receive it
  2. When it is deposited income place authorized as the place for this or similar communication
45
Q

Must an offeree read a revocation for it to be accepted?

A

No, revocation is effective upon receipt, the law does not require the offeree read it.

46
Q

Under the UCC, when revocation is sent, when is it considered “received”?

A

A person receives notice when

  1. It comes to his attention
  2. it is delivered at a place of business through which the contract was made or another location held out by that person as a place of receipt
47
Q

In option contracts, an offeree gives separate consideration for what?

A

A promise by the offeror not to revoke an outstanding offer.

48
Q

If an option contract does not specify a period of time for the offer to be accepted, what is the standard measure of time?

A

A reasonable time.

49
Q

In an option contract, if the time period expires, what happens to the offer?

A

The offer lapses.

50
Q

Under Art. 2, what rule allows a promise to keep an offer open to be enforceable even if no consideration has been paid to keep the offer open?

A

Merchant’s Firm Offer

51
Q

What are the 4 elements for a Merchant’s Firm Offer?

A
  1. If a merchant,
  2. Offers to buy or sell goods in a signed writing; and
  3. The writing gives assurances that it will be held open
  4. The offer is NOT revocable for lack of consideration during the time stated
52
Q

True or False, a merchant can make a firm offer via a phone conversation.

A

False, a Merchant’s Firm Offer must be made in writing.

53
Q

What is the maximum time an offer may be held open under the merchant’s firm offer rule?

A

Three months

Multistate (3 decks)

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