Contracts Essay Exam Approaches Flashcards
WHAT LAW GOVERNS
heading
The UCC applies to contracts involving a sale of goods. Goods are moveable and tangible items at the time of identification of the contract
rule
Any contracts not governed by the UCC are governed by common law
rule
Here, the subject matter of the contract is…., therefore the UCC/Common Law applies
analysis
MERCHANTS?
heading
A merchant is one who regularly deals in these kinds of goods or holds themselves out as having speical knowledge or skills as to these goods
rule
Here, the facts indicate that…. is/is not in the business of… therefore, …. is/is not a merchant(s)
analysis
IS THERE A VALID CONTRACT
Heading
A contract is a promise or set of promises, for the breach of which the law gives a remedy, or the performance of which the law recognizes as a duty.
rule
A valid contract consists of offer, acceptance and consideration with no defenses
rule
Is There Mutual Assent?
Sub-Heading
Mutual assent consists of and offer and acceptance
rule
Is there and Offer
Sub-Heading
An offer is a manifestation of present contractual intent to be bound by certain and definite terms, communicated to the offeree (CL & UCC)
rule
If UCC - A merchants firm offer is a writing signed by a merchant which gives assurances that the offer will be held open, is not revocable for lack of consideration during the time states, and if no time is states - for a reasonable time - not to exceed three months.
rule
IF CL - an offer is a non-revocable option contract only if consideration and in writing signed by the offeror
rule
Here, on date, person placed an ad/sent/said…….. This constituted a revocable/irrevocable offer/invitation for an offer because…..
analysis
IF NOT a valid offere - go to the next communication in chronological order
process
Has the Offer been Terminated
Sub-Heading
An offer can be terminated by lapse of time, by the words or conduct of the offeree terminating the offer, or by operation of law
rule
A revocation occurs when the offeror communicated to the offeree that the offeror no longer wishes to be bound by the offer. The revocation may be communicated directly or indirectly to the offeree. This is when the offeree leans, from a reliable source, that the offer has been revoked. This terminates the offer and it can no longer be accepted.
Rule
Here, state appicable facts, if any, indicating that the offer has been terminated.
analysis
Is there Acceptance
Sub-Heading
If CL - An acceptance is an unequivocal assent to the terms of the offer. Under CL, the acceptance must be a mirror image of the offer. Any additional or missing term(s) would constitute rejection of counter-offer.
rule - CL
if UCC - A definite and seasonal expression of acceptance or a written confirmation which is sent in a reasonable time operates as acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.
rule - UCC
An acceptance may be made by any reasonable means, unless a specific manner of acceptance has been dictated by the offer
rule
Unilateral contracts require full performance by the offeree who knows of the offer
rule
If CL - a bilateral contract requires either a promise or beginning performance
rule
If UCC - a bilateral contract requires either a promise to ship OR shipment of goods.
rule
Here, there was/was not a valid acceptance when…. (state facts applied to the rules above)…
analysis
Acceptance is effective upon dispatch (under themailbox rule, the acceptance mb properly addressed and stamped) or when communicated to the offeree, or by any other method dictated by the offer.
rule
Here, the acceptance was effective on date when…. (state facts applied to the rules above).
analysis
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Is there Consideration? ** Discuss ONLY if mutual assent ***
Sub-Heading
Consideration is a legally sufficient, bargained for exchange, which induces current performance, is a detriment to the promisee and a binding obligation on both parties.
rule
Here, …… promised…. in exchange for ….. Therefore there is valid consideration
analysis
Is there a Substitute for Consideration (Promissory Estoppel)?
Sub-Heading
Promissory Estoppel/Detrimental Reliance can serve as a substitute for consideration where the promissor reasonably should expect their promise to induce action or forebearance of a definite or substantial character and such action or forebearance is induced.
rule
Here,…… (apply the facts related to promise and why there was/was not detrimental reliance)
analysis
In conclusion, there is/is not a contract.
analysis
DEFENSES TO FORMATION
Heading
Statute of Frauds
Sub Heading
the subject matter of the contract is….
Sub Sub Heading
Marriage; cannot be performed in one year; land; executor; goods over $500; surety
rule
Is there a sufficient writing?
Sub Sub Heading
CL material terms(any term that substantially affects the economic risks or benefits, or in any way limits the usual remedies for breach), signed by the party to be charged
rule
UCC confirmatory memo between merchants, unless specially manufactured goods, admission in pleadings, and performance
rule
Here, the contract is/is not enforceable undr the SOF because
analysis
Mistake
Sub Heading
Mutual Mistake
Sub Sub Heading
voids the contract if basic assumption of the contract, material effect on agreed upon exchange and no assumption by adversely affected party.
rule
Unilateral Mistake
Sub Sub Heading
Does not make contract voidable unless non-mistaken party knew or should have know of mistake
rule
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Ambiguity
Sub Heading
does a contract term have more than one meaning?
rule
No contract unless both parties intended the same meaning
rule
If both aware of the ambiguity, no contract unless both intended same meaning
rule
If only one party aware of the ambiguity, contract on that party’s meaning
rule
Illegality
Sub Heading
illegality of consideration or subject matter voids the contract
rule
Incapacity
Sub Heading
By age, insanity or intoxication can make contract voidable
rule
Unconscionability
Sub Heading
makes contract or provision unenforceable where unequal baraining power
rule
Duress
Sub Heading
Physical or economic duress voids contract
rule
Fraud
Sub Heading
intentional misrepresentation of a material facts inducing contract is voidable
rule
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CONTRACT TERMS
Heading
Interpretation of Terms
Sub Heading
