Contracts Memorization Flashcards
1
Q
Offer
A
- Intent
- Definite Terms
- Communicated to Offeree
2
Q
Termination of offer
A
- Rejection
- Counteroffer
- Revocation
- Lapse of Time
- Death or incapacity
3
Q
Irrevocable Offers
A
- UCC firm offer - by a merchant, signed writing, 3 month max
- Option contract - supported by consideration
- justifiable detrimental reliance
4
Q
Acceptance
A
- Bilateral (in any reasonable manner) or unilateral (only by performing)
- Within a reasonable time
- Only in response to offer
- C/L mirror image rule
5
Q
Exceptions to Mailbox Rule
A
- Offers says rule doesn’t apply
- Option Contract: acceptance upon receipt
- Reject sent first then acceptance sent: whichever received first controls
- Acceptance sent then rejection sent: Acceptance controls unless rejection received first and offeror detrimentally relies on rejection
6
Q
UCC - Battle of the Forms - Additional Terms
A
- At least one party not a merchant - terms not included
- Both merchants - terms included unless (1) offer limited to its terms expressly, (2) material alteration or (3) objection within reasonable time
7
Q
UCC - Battle of the Forms - Conflicting Terms
A
- Knock-Out rule
- UCC gap fillers
- Minority rule: treat as additional terms
8
Q
Acceptance by Shipping
A
- Conforming goods - valid acceptance
- Nonconforming goods - acceptance + immediate breach
- Nonconforming goods + accommodation - no acceptance, treated as counteroffer
9
Q
Consideration
A
- Illusory promise
- Requirements contract
- Output contract
- Pre-existing duty
- Promissory estoppel (no consideration by promise will be enforced)
10
Q
Statute of Frauds
A
- Marriage
- Years (> 1 year)
- Land
- Executor
- Goods >= $500
- Surety
11
Q
SOF Writing Requirement
A
- Essential terms
- Signed by party to be bound
- Exceptions: Merchant’s confirmatory memo
- Exception: Admission of contract existence
- Exception: Promissory estoppel
12
Q
UCC - Merchant Confirmatory Memo
A
- 2 merchants
- 1 receives confirmation after oral agreement
- Both are bound
- Unless objection within 10 days
13
Q
Misrepresentation - makes K voidable
A
- Fraudulent or material misrepresentation
- Induced assent
- Justifiable reliance
14
Q
Unconscionability - K voidable
A
15
Q
Mutual Mistake - K voidable
A
- Basic assumption of contract
- Material effect on the agreed to exchange
- Risk not assumed by party adversely affected
16
Q
Waiver of Conditions
A
- Party benefiting from condition can waive
- Failure to insist on compliance of condition = waiver
- Can retract waiver unless other party has relied
17
Q
Parole Evidence Rule
A
- Parole evidence = communications made prior to or at the same time as an integration
- Partial integration (assumed for UCC) - PE can supplement but not contradict
- Final integration - PE can’t supplement or contract
18
Q
Parole Evidence Rule Exceptions
A
- Subsequent communications
- K formation defect evidence
- Conditions precedent to K effectiveness
- Interpret ambiguous terms: course of performance, course of dealing, usage of trade
19
Q
Contract Modifications
A
- CL required consideration
- UCC: No consideration needed for good faith modification
- Don’t need to be in writing, even if original contract was subject to SoF
20
Q
3rd Party Beneficiary
A
- Intended (can sue on promise)
- Incidental (can’t sue on promise)
- Donee (can’t sue promisee but can sue promisor)
- Creditor (can sue promisee as well as promisor)
21
Q
Assignment
A
- Transfers rights
- No consideration required
- Can’t assign if material change
22
Q
Delegation
A
- Transfer duties
- Delegator remains liable
- Can’t delegate if special skill
23
Q
Novation
A
- Obligee accepts performance from new obligor and releases old obligor
- Terminates old obligor’s responsibility
- All three need to be party to novation
24
Q
Anticipatory Repudiation
A
- Unequivocal expression
- Won’t perform before performance due
- Nonrepudiating party can sue immediately, suspend performance, treat K as discharged or urge performance
25
Q
Adequare Reassurances
A
- If reasonable to feel insecurity about performance
- Demand assurances
- Can suspend performance pending assurances
- Assurance needed within 30 days, other treat as anticipatory repudiation
26
Q
Breach - material vs minor
A
- Receive substantial benefit
- Extent of part performance
- Willfulness of breach
- Time not of essence unless K says
- Divisible contract (separately enforced)
27
Q
UCC: Perfect Tender Rule
A
- Buyer can reject all, accept all, or reject some
- Installment Ks: perfect tender not required, substantial impairment test
28
Q
Seller’s right to Cure (UCC)
A
- Give notice of cure
- Cures within original time for performance
29
Q
UCC - Warranties in sale
A
- Express
- Implied warranty of merchantability - merchants only
- Fitness for particular purpose
- Implied good faith and fair dealing
30
Q
Accord and Satisfaction
A
- Agree to substitute performance
- Doesn’t discharge original K until satisfaction of accord
- Satisfaction discharges original K and accord
31
Q
Defenses to Contract
A
- No mutual assent
- No consideration
- No writing
- Misrepresentation/fraud/duress/undue influence
- Unconscionability
- Lack of capacity
- Illegal of contract
- Condition precedent not met
32
Q
Impossibility
A
- Unforeseen event arises after formation that renders performance impossible
- Neither party assumed risk of event happening
- 3 situations: supervening illegality, destruction of subject matter of K, and death of obligor with special skills
33
Q
Impracticability
A
- Event causes extreme and unreasonable difficulty / expense for performance
- Nonoccurrence of event was basic assumption of parties
34
Q
Frustration of Purpose
A
- Supervening act or event
- Unforeseen at time of K formation
- Purpose of K has been completely frustrated
- Other party knew of purpose
35
Q
Expectation Damages
A
- Put party in position as if K was performed
36
Q
Consequential Damages
A
- Direct foreseeable consequences OR defendant knew about the consequences
- Special circumstances unique to plaintiff
37
Q
Reliance Damages
A
- Puts nonbreaching party in position as if K was never made - usually reimbursement of costs
38
Q
Liquidated Damages
A
- Difficult to alculate
- Reasonable approximation of damages
- Can’t be a penalty
39
Q
Quasi Contract
A
- There’s no contract or no enforceable contract
- D derived a benefit
- Unfair to allow D keep the benefit
40
Q
Specific Performance
A
- Inadequate legal remedy because (1) damages too speculative, (2) insolvent D, (3) multiple suits, (4) property is unique
- Feasibility of enforcement
- No defenses - laches, unclean hands
