Contracts (from missed questions) Flashcards
Manifestations of Assent
sufficient to conclude a K will not be prevented by the fact that the parties also manifest an intention to prepare/adopt a written memorial
Hadley Doctrine
damages are not recoverable for loss that the party in breach did not have a reason to foresee as a probable result of the breach when the K was made
Incidental Beneficiary
Look to INTENT of the promisee; the circumstances indicate that the promisee intends to give the benefit of the promise performance
Accord
is an agreement under which a party to a K agrees to accept as complete satisfaction of the K some performance different from the original due under the K
Satisfaction
performance of the accord and once it takes place, both the accord and original contractual duty ate discharged
Repudiation by Buyer
seller can recover the:
contract price - market price OR contract price - resell price + incidental damages
A minor who affirms
YES there is a contract
A minor who DISAFFIRMS
NO there is no contract
Minor is liable for a contract: Exception
Necessities
Unilateral Mistake
Party is not excused from K unless:
1) the other party knew of the mistake OR
2) mistake was based on a clerical error
UCC: Not a merchant: Acceptance
If it contains additional terms, it is not included in the offer
No Mailbox rule when it is an option contract: acceptance is upon ___
receipt
UCC: Buyer can reject if the goods or delivery ___ to ____ to the K in any way
fail; conform
If a contract between merchants includes _______ terms then they are included in the _______
additional; offer
Unconscionability
when one of the parties has substantial superior bargain power and can dictate the terms of the K to the other party who has inferior bargain power
An Assignee take subject to defenses in the absence of an enforceable agreement
UCC: Risk of Loss is on Buyer in carrier cases when:
the K requires the seller to ship the goods by carrier but does NOT explicitly require the seller to deliver them to a particular location
UCC: Oral; Contract
enforceable to the extent the goods are received and accepted by the buyer
Assignment of rights
barred if it will substantially change the obligor’s duty
Buyer: Non Conforming Goods
Accept, Reject, or ALL
Irrevocable Offers:
1) Option Ks
2) Form Offers
3) Detrimental Reliance
4) When an offeree has started performance of a unilateral K
Option K
an offer is irrevocable if the offeror promised to keep an offer open for a specific period of time and promise was supported by consideration
Exception to the Pre-Existing Duty Rule
1) Mutual Modification
2) Unforeseen Circumstances that render performance substantially more burdensome than reasonably anticipated
3) Valid defense to K formation
4) 3rd party offers a promise contingent upon performance of a contractual obligation by a party
5) Honest dispute as to duty
Auction with reserve
auctioneer may withdraw goods at any time until he announces completion of the sale
Auction without reserve
After an auctioneer calls for bids, that article or lot can be withdrawn only if no bid is made within a reasonable time
Fraud in the factum
party is prevented from knowing essential terms of K due to fraudulent misrepresentation: K is void
Fraud in the inducement
party is induced into entering into a K because of fraudulent misrepresentation; K is voidable if adversely affected party relied on it
Court finds unconscionability, it can:
1) declare the entire K void
2) Strike the unconscionable clause while leaving the rest
3) rewrite offending clause to make it conscionable
Reformation for a mistake when:
1) parties had a prior agreement
2) parties agreed to put the prior agreement in writing and
3) there is a difference in the prior agreement and the writing due to a mistake
Shipment K: Risk of Loss is transferred to ____ once the _____ delivers goods to a common carrier (FOB Seller’s Place)
buyer; seller
Destination K: Risk of Loss is transferred to ____ when goods are tendered at the _______. (FOB Buyer’s Place)
buyer; destination
A buyer has the right to reject non-conforming goods even if goods are perishable
Good Faith Standard: (regarding satisfaction)
This standard when it applies to taste/artistic judgment
Reasonable Person Standard (Satisfaction)
All other issues (not taste)
Divisible Contract
A party has a right to sue on the K if they have satisfactorily completed a portion of the K (such as a week of work) even if they breached the overall K
Installment Contracts
Entire K can be terminated under the 1st installment if that breach substantially impaired the value of the whole K
Implied Promise to use reasonable efforts Doctrine
can be used to revoke a K only if there has been reliance to the other party’s detriment
Anticipatory Repudiation
applies only if there is an absolute refusal to perform and it is communicated
UCC: A seller has a right to stop goods in transit when there has been an ______ breach if they are in carloads.
anticipatory
UCC: a seller in a destination K has the right to stop transit in other carloads when the buyer is ______
insolvent
Exception in a destination K: If a buyer repudiates or breaches the K, the ROL shifts to ______ to the extent the seller’s _______ does not cover the loss
buyer; insurance
Valid Liquidated Damages Clause: When actual damages can’t be sought, _____ _____ can be
specific performance
