Contracts Mnemonics and memory palace in cellar Flashcards
The sofa in the living room in cellar is the SOF; the SWAMP is the SOF exceptions
statute of frauds
Specially manufactured goods
Waiver
Merchant Memo
Part Performance of K
Breach of K Defenses: I(3) F(2)UMED & I S(2)IP
I – INFANCY (minors) I – INSANITY – INCOMPETENCY I – INTOXICATION F – FRAUD U – UNCONSCIONABILITY U – UNDUE INFLUENCE M – MISTAKE E – EQUITABLE DEFENSES-law not rubust enough to handle case D – DURESS & I – IMPOSSIBILITY of performance S – STATUTE OF FRAUDS S – STATUTE OF LIMITATIONS I – ILLEGALITY P – PAROLE EVIDENCE RULE
SI(2)RM is a fraud:
S – SCIENTER
I – D lied with an INTENT to defraud the P
I – P suffered an economic INJURY
R – P justifiably RELIED on D’s misrepresentation
M – D misrepresented a MATERIAL fact, which induced P to enter the K
Signed writing (book) from D on k breach table:
SMART FLYS (types of K) that must be in writing and signed by D
S – SURETY contracts
M – MARRIAGE contracts
A – ANSWER for debts discharged in bankruptcy
R – REAL ESTATE contracts
T – TESTAMENTARY promises (NY ONLY)
F – FINDERS FEE arrangements
L – LEASES longer than 1 year
Y – Contracts not capable of complete performance within 1 YEAR
S – UCC Article 2 SALES CONTRACTS for $500 or more
OF MICE2 permits parole evidence: 2 mice on parole
O – To establish an ORAL condition precedent to legal effectiveness of contract,
provided it doesn’t contradict express term(s) of the contract
F – A party cannot invoke the Parole Evidence Rule to shield that party from
allegations of FRAUD or Misrepresentation
M – To establish MUTUAL Mistake or claim for reformation of contract
I – To establish ILLEGALITY
C – To establish failure of CONSIDERATION
E – To EXPLAIN ambiguous or missing terms
E – To show that no ENFORCEABLE agreement was ever intended
) Contract law does not allow damages recovery for CAPS:
C – To recover consequential damages, unless they were within the
CONTEMPLATION OF BOTH PARTIES when the contract was executed
A – Damages that party could have AVOIDED
P – Damages for PAIN & suffering or emotional distress resulting from a
breached contract, even if such damages were foreseeable
S – SPECULATIVE damages aren’t recoverable (all damages must be proven
within a reasonable certainty)
Generally, parties can put whatever terms they’d like into a K, except for PLUS:
P – Terms that violate PUBLIC POLICY
L – Terms providing for an excessive amount of LIQUIDATED DAMAGES
U – Terms that are UNCONSCIONABLE
S – Clauses providing that one party can seek SPECIFIC PERFORMANCE in
the event of a breach (the contract does NOT have to enforce these clauses)
) If a sales contract is silent on a topic, the UCC implies the following CIDER rules: aka the silent CIDER rules
C – Seller is not obligated to extend CREDIT to the buyer
I – Buyer has the right to INSPECT the seller’s tendered goods (except no right
to inspect when the transaction involves a bill of lading)
D – Seller’s tender of DELIVERY is implied to be at seller’s place of business,
unless both parties know that the goods are located elsewhere
E – Buyer and seller must EXCHANGE performance concurrently
R – RISK OF LOSS is on the party in the best position to bear that risk
Remedies available to a buyer are CID’S WAR:
C – COVER
I – INCIDENTAL & consequential damages
D – DAMAGES for lost benefit of the bargain, or for the price paid
S – SPECIFIC PERFORMANCE on a contract for unique goods
W – Breach of WARRANTY
A – ACCEPTANCE revocation
R – REJECTING non–conforming goods
Remedies to a seller really SPARKLE
S – STOPPING goods in transit
P – Suing for the entire contract PRICE
A – Demanding ASSURANCES
R – RE–SELLING goods to another buyer
K – KEEPING part of a breaching buyer’s deposit, never more than $500
L – Suing for LOST Profit
E – EXERCISING the right to reclaim goods delivered to the insolvent buyer
A P’s claim against a seller for a defective good can be based on one or more overlapping but
different PINE theories of liability:
P – Torts theory of strict PRODUCTS liability
I – Contract theory for breach of IMPLIED warranty
N – Torts theory of NEGLIGENCE
E – Contract theory for breach of an EXPRESS warranty
To avoid pitfalls, always remember that contract law prohibits the recovery of CAPS:
C – CONSEQUENTIAL DAMAGES, unless they were within the contemplation of both parties
(foreseeable) when the contract was executed
A – Damages that party could have AVOIDED
P – Damages for PAIN & suffering or emotional distress resulting from a breached contract, even if such
damages were foreseeable
S – SPECULATIVE damages (all damages must be proven within a reasonable certainty.
Remedies can be found in MC LARS RR
Measure of damages for breach; protecting the expectation interest
Consequential damages: causation, certainty, and foresee ability
Liquidated damages and penalties
Avoidable consequences and mitigation of damages
Rescission and reformation
Specific performance; injunction against breach; declaratory judgment
Restitutionary and reliance recoveries
Remedial rights of breaching parties
Third–party beneficiaries: I(3)p E
Intended beneficiaries Incidental beneficiaries Impairment or extinguishment of third– Party rights Enforcement by the promisee
Offers can be revoked except for FOUR
Firm offer under Article 2 of the UCC,
Option contract, when performance has begun on a Unilateral contract, and when there has been Reasonably foreseeable substantial reliance on the offer.
