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Real Property > Contracts Memorization > Flashcards

Contracts Memorization Flashcards

1
Q

Offer

A
  • Intent
  • Definite Terms
  • Communicated to Offeree
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2
Q

Termination of offer

A
  • Rejection
  • Counteroffer
  • Revocation
  • Lapse of Time
  • Death or incapacity
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3
Q

Irrevocable Offers

A
  • UCC firm offer - by a merchant, signed writing, 3 month max
  • Option contract - supported by consideration
  • justifiable detrimental reliance
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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
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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
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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
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7
Q

UCC - Battle of the Forms - Conflicting Terms

A
  • Knock-Out rule
  • UCC gap fillers
  • Minority rule: treat as additional terms
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8
Q

Acceptance by Shipping

A
  • Conforming goods - valid acceptance
  • Nonconforming goods - acceptance + immediate breach
  • Nonconforming goods + accommodation - no acceptance, treated as counteroffer
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9
Q

Consideration

A
  • Illusory promise
  • Requirements contract
  • Output contract
  • Pre-existing duty
  • Promissory estoppel (no consideration by promise will be enforced)
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10
Q

Statute of Frauds

A
  • Marriage
  • Years (> 1 year)
  • Land
  • Executor
  • Goods >= $500
  • Surety
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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
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12
Q

UCC - Merchant Confirmatory Memo

A
  • 2 merchants
  • 1 receives confirmation after oral agreement
  • Both are bound
  • Unless objection within 10 days
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13
Q

Misrepresentation - makes K voidable

A
  • Fraudulent or material misrepresentation
  • Induced assent
  • Justifiable reliance
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14
Q

Unconscionability - K voidable

A
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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
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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
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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

Real Property (3 decks)

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