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Contracts + Crim > Contracts Rules > Flashcards

Contracts Rules Flashcards

1
Q

An offer is the _____________ to enter into a bargain, so made as ______________ that his assent to that bargain is invited and will conclude it.

A

An offer is the manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it.

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2
Q

A manifestation of willingness to enter into a bargain is ___________ if the person to whom it is addressed ___________ that the person making it does not intend to conclude a bargain until he has made _______________.

A

A manifestation of willingness to enter into a bargain is not an offer if the person to whom it is addressed knows or has reason to know that the person making it does not intend to conclude a bargain until he has made a further manifestation of assent.

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3
Q

What power does an offer give to those offered?

A

The power of acceptance

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4
Q

Zehmer shows

A

A reasonable listener will be the primary reference point by which mutual assent can be determined

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5
Q

Implied-in-fact contract

A
  • Agreement inferred by parties’ conduct
  • Example: ordering food at a restaurant.
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6
Q

Express contract

A
  • Explicit agreement on promises and performances (oral or written).
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7
Q

Quasi-contract or a contract implied-in-law

A
  • Not a true contract
  • No explicit or implicit exchange of promises.
  • Obligation imposed by the law to prevent unjust enrichment.
  • Mutual agreement is not necessary for quasi-contract
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8
Q

What are advertisements, generally?

A

Invitations to make offers

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9
Q

When will an advertisement be an offer?

A

If it is CLEAR DEFINITE and EXPLICIT in terms of performance required

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10
Q

What does the offerer get to do

A

Dictates manner of acceptance
Who may accept the offer
and time, place, and manner of acceptance

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11
Q

What is a counter offer

A

Reply to an offer, acceptance of which is conditional on the offerers assent to additonal or different terms. Terminatess one’s power of acceptance

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12
Q

What is acceptance?

A

A manifestation of assent to terms, made by the offeree, in a manner invited or required by the offerer

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13
Q

Acceptance which request a change or addition is valid…

A

So long as it is not conditional on assent to the changed or added terms

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14
Q

Where an ________, no notification is necessary to make such an acceptance effective ______________.

A

Where an offer invites an offeree to accept by rendering a performance, no notification is necessary to make such an acceptance effective unless the offer requests such a notification.

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15
Q

If an offeree who accepts by rendering a performance has reason to know that the offeror has no adequate means of learning of the performance with reasonable promptness and certainty, the contractual duty of the offeror is discharged unless

A
  1. the offeree exercises reasonable diligence to notify the offeror of acceptance, or
  2. the offeror learns of the performance within a reasonable time?
  3. the offer indicates that notification of acceptance is not required.
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16
Q

it is essential to an acceptance by promise either _____________ or that the offeror _________ acceptance seasonably

A

it is essential to an acceptance by promise either that the offeree exercise reasonable diligence to notify the offeror of acceptance or that the offeror receive the acceptance seasonably

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17
Q

it is essential to an acceptance by promise either that the offeree exercise reasonable diligence to notify the offeror of acceptance or that the offeror receive the acceptance seasonably… Unless?

A

Where an offeree fails to reply to an offer, his silence and inaction operate as an acceptance in the following cases only:
1. Where an offeree takes the benefit of offered services with reasonable opportunity to reject them and reason to know that they were offered with the expectation of compensation.

  1. Where the offeror has stated or given the offeree reason to understand that assent may be manifested by silence or inaction, and the offeree in remaining silent and inactive intends to accept the offer.
  2. Where because of previous dealings or otherwise, it is reasonable that the offeree should notify the offeror if he does not intend to accept.
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18
Q

“a shipment of __________ does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an ____________ to the buyer.”

A

“a shipment of non-conforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.”

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19
Q

UCC: A contract for sale of goods may be made in any _____________, including conduct by both parties which recognizes ____________.

A

A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.

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20
Q

UCC: An agreement sufficient to constitute a contract for sale ___________ even though the moment of its making is undetermined.

A

An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.

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21
Q

UCC:Even though one or more terms are left open, _______________ if the parties have intended to make a contract and there is a ____________ basis for giving an appropriate remedy

A

UCC: Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy

Notes from office hours: Key terms cannot be uncertain.

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22
Q

UCC: Where _________________ an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.

A

Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.

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23
Q

An offeree’s power of acceptance may be terminated by…

A
  1. Rejection or counter offer by the offeree
  2. Lapse of time
  3. Revocation by the offeror
  4. Death or incapacity of the offeror or offeree
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24
Q

An offeree’s power of acceptance is terminated at _____________

A

An offeree’s power of acceptance is terminated at the time specified in the offer, or, if no time is specified, at the end of a reasonable time.

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25
Q

Tell me two things about the reasonable time standard when it comes to oferee’s power of acceptance

A
  1. What a reasonable time is is a question of fact, depending on the circumstances when the offer and attempted acceptance are made
  2. In general, the question is what time would be thought satisfactory to the offereror by a reasonable man in the position of the oferee, offerer is the master of the offer.
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26
Q

Where an offer invites an offeree to choose between acceptance by promise and acceptance by performance, ___________ the invited performance or a tender of a beginning of it is an acceptance by performance.
Such an acceptance operates _______________.

A

Where an offer invites an offeree to choose between acceptance by promise and acceptance by performance, the tender or beginning of the invited performance or a tender of a beginning? of it is an acceptance by performance.
Such an acceptance operates as a promise to render complete performance

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27
Q

Wilson and Co.

A

Silence is acceptance where, because of previous dealings or otherwise, the offeree has given the offeror reason to understand that the silence is intended by the offeree as a manifestation of assent and the offeror does so understand.

Silence as acceptance is question for the jury

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28
Q

Where an offeree fails to reply to an offer, his silence and inaction operate as an acceptance in the following cases only:

A
  1. Where an offeree takes the benefit of offered services with reasonable opportunity to reject them and reason to know that they were offered with the expectation of compensation.
  2. Where the offeror has stated or given the offeree reason to understand that assent may be manifested by silence or inaction, and the offeree in remaining silent and inactive intends to accept the offer.
  3. Where because of previous dealings or otherwise, it is reasonable that the offeree should notify the offeror if he does not intend to accept.
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29
Q

An ___________ who does any act inconsistent with the offeror’s ownership of offered property is ____________________________ But if the act is wrongful as against the offeror it is an acceptance only if ratified by him

A

An offeree(chip eater) who does any act inconsistent with the offeror’s(store) ownership of offered property is bound in accordance with the offered terms unless they are manifestly unreasonable. But if the act is wrongful as against the offeror it is an acceptance only if ratified by him

Notes by office hours:

30
Q

_______Unless otherwise unambiguously indicated by the language or Circumstances
an offer to make a contract shall be construed as inviting acceptance _____________ in the circumstances;

A

UCC: Unless otherwise unambiguously indicated by the language or Circumstances
an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances;

31
Q

UCC: an order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by ____________ or by the prompt or current shipment of conforming or non-conforming goods, but such a ________________ to the buyer.

A

UCC: an order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or non-conforming goods, but such a shipment of non-conforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.

32
Q

UCC: Where the beginning of a requested performance is a reasonable mode of _______________ within a reasonable time may treat the offer _____________ before acceptance.

A

UCC: Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.

33
Q

An offeree’s power of acceptance is __________ when the offeree receives from the offeror a manifestation of an intention not to enter into the proposed contract.

A

An offeree’s power of acceptance is terminated when the offeree receives from the offeror a manifestation of an intention not to enter into the proposed contract.

34
Q

An offeree’s power of acceptance is terminated when the offeror ___________ to enter into the proposed contract and the offeree acquires reliable information to that effect.

A

An offeree’s power of acceptance is terminated when the offeror takes definite action inconsistent with an intention to enter into the proposed contract and the offeree acquires reliable information to that effect.

35
Q

An offer which the offeror should ___________ to induce action or forbearance of a substantial character on the part of the offeree before acceptance and which does induce such action or forbearance is binding as an option contract to the extent necessary to ____________

A

An offer which the offeror should reasonably expect to induce action or forbearance of a substantial character on the part of the offeree before acceptance and which does induce such action or forbearance is binding as an option contract to the extent necessary to avoid injustice.

36
Q

Unless the offer provides otherwise:
an acceptance made in a manner and by a medium invited by an offer…

A

Unless the offer provides otherwise:
an acceptance made in a manner and by a medium invited by an offer is operative and completes the manifestation of mutual assent as soon as put out of the offeree’s possession, without regard to whether it ever reaches the offeror; but
an acceptance under an option contract is not operative until received by the offeror.

37
Q

An option contract can be formed in the following ways:

A
  1. Offer + an enforceable promise not to revoke (Restatement 25): by offeror and offeree entering into a contract with consideration for the option
  2. Unilateral contract (Restatement 45): by the offeree rendering partial performance or tender when the offer anticipates acceptance by performance only
  3. Firm offer (UCC 2-205): offer by a merchant in a signed writing not to revoke
  4. Writing? (Restatement 87(1)): by a writing signed by the offeror which recites a purported consideration and proposes a fair exchange
    5.Detrimental reliance
38
Q

There is no manifestation of mutual assent to an exchange if the parties attach materially different meanings to their manifestations and

A
  1. neither party knows or has reason to know the meaning attached by the other; or
  2. each party knows or each party has reason to know the meaning attached by the other.
39
Q

The manifestations of the parties are operative in accordance with the meaning attached to them by one of the parties if

A
  1. that party does not know of any different meaning attached by the other, and the other knows the meaning attached by the first party; or
  2. that party has no reason to know of any different meaning attached by the other, and the other has reason to know the meaning attached by the first party.
40
Q

Consideration is performance or a return promise. Performance may consist of…

A
  1. an act other than a promise, or
  2. a forbearance, or
  3. the creation, modification, or destruction of a legal relation.
41
Q

Can giving up something that is illegal to do count as consideration?

A

No, bro

42
Q

What is your golden question for seeing if there is consideration?

A

Is what they are doing the reason why I am giving my promise?

43
Q

Neither real nor __________ that a promise be legally binding is essential to the formation of a contract, but a manifestation of intention that a promise _____________ may prevent the formation of contract.

A

Neither real nor apparent intention that a promise be legally binding is essential to the formation of a contract, but a manifestation of intention that a promise shall not affect legal relation may prevent the formation of contract.

44
Q

What is the default rule for families/other social relationships and their normal manifestations of intentions

A

no legal obligation will arise from normal manifestations of intention, and unusual manifestation of intention is necessary to contract.

45
Q

Give example of nominal consideration - what it is, rather than bargained for exchange

A

$1 as consideration, it is the pretense of a bargain.

46
Q

Performance of a legal duty[that you already] owed to a promisor which is neither_______________ is not consideration; but a similar performance is consideration if it differs from what was required by the duty in a way which reflects ___________________.

A

Performance of a legal duty[that you already] owed to a promisor which is neither doubtful nor the subject of honest dispute is not consideration; but a similar performance is consideration if it differs from what was required by the duty in a way which reflects more than a pretense of bargain.

47
Q

Forbearance(choosing not) to assert or the surrender of a claim or defense which proves to be invalid is not consideration unless

A
  1. the claim or defense is in fact doubtful because of uncertainty as to the facts or the law, or
  2. the forbearing or surrendering party believes that the claim or defense may be fairly determined to be valid.
48
Q

The execution of a written instrument surrendering a claim or defense by one who is under no duty to execute it is consideration if _______________ and believes that ___________ exists.

A

The execution of a written instrument surrendering a claim or defense by one who is under no duty to execute it is consideration if the execution of the written instrument is bargained for and;
even though he is not asserting the claim or defense and;
believes that no valid claim or defense exists.

49
Q

Court can enforce modifications when the parties voluntarily agree…

A
  1. if the modification is fair and equitable in view of circumstances not anticipated by the parties when the contract was made; or
  2. to the extent provided by statute; or
  3. to the extent that justice requires enforcement in view of material change of position in reliance on the promise.
50
Q
  • A promise which the promisor should reasonably expect to induce action or forbearance on the part of the promise or a third person and which does induce such action or forbearance is binding if injustice can be avoided only __________. The remedy granted for breach may be limited as___________.
A
  • A promise which the promisor should reasonably expect to induce action or forbearance on the part of the promise or a third person and which does induce such action or forbearance is binding if injustice can be avoided only by enforcement of the promise. The remedy granted for breach may be limited as justice requires.
51
Q

Promissory estoppel - Justice requires factors

A
  1. Availability of other remedies
  2. More definite or more substantial reliance
  3. Reasonableness of the action or forbearance
  4. How foreseeable the action or forbearance was
52
Q

Elements of promissory estoppel

A

A promise which:
1. The promiser must reasonably expect to induce reliance,
2. Promisee did actually rely on
3. Such that injustice can only be avoided by enforcement of promise (detrimental)

53
Q

What sitautions can be bound under promissory estoppel without proof of action or forbearance

A

A charitable subscription or a marriage settlement is binding under Subsection (1) without proof that the promise induced action or forbearance.

54
Q

Congregation kadimah

A

Even though Restament 90(2), chartiable organizations still might neeed to prove reliance by plaintiffs indication of how money might be used.

55
Q

If someone is willing to do something for nothing, then it changes to something small, what does it show?

A

Shows that the exchange is a gift, but a nominal change does not mean that it was done for a return promise - still a gift.

56
Q

A promise made in ________________ previously received by the promisor from the promisee is binding to the extent _______________.

A

A promise made in recognition of a benefit previously received by the promisor from the promisee is binding to the extent necessary to prevent injustice.

57
Q

A promise made in recognition of a benefit previously received by the promisor from the promisee is binding to the extent necessary to prevent injustice. Unless?

A
  1. the promisee conferred the benefit as a gift
  2. to the extent that its value is disproportionate to the benefit or ;
  3. or other reasons the promisor has not been unjustly enriched; or
58
Q

A counter-offer is an offer made by an offeree to his offeror relating to the same matter as the original offer and _____________ from that proposed by the original offer.

A

A counter-offer is an offer made by an offeree to his offeror relating to the same matter as the original offer and proposing a substituted bargain differing from that proposed by the original offer.

59
Q

An offeree’s power of acceptance is terminated by his making of a counter-offer, unless ___________ or unless the counter-offer _____________.

A

An offeree’s power of acceptance is terminated by his making of a counter-offer, unless the offeror has manifested a contrary intention or unless the counter-offer manifests a contrary intention of the offeree.

60
Q

Difference between promissory estoppel and statute of frauds

A

Promissory estopell is about which promises are sufficent for legal enforcement without consideration(sans. Statute of frauds is about when a written promise is necessary for enforcing an agreement

61
Q

Predominant Factor test

A
  • contract language
  • billing terms
  • allocation of costs
  • nature of the final product delivered

Can determine if it is UCC or commonlaw/restatements

62
Q

Default rule for pre-contractual promises

A

Unless something is VERY CLOSE to Red Owl or;
there is a very clear intent to be bound

it is not reasonable to rely on pre-contractual promises

63
Q

Red-Owl Promissory Estopel vs. Quasi Contract

A

No need for benefit Under Red-Owl promissory estoppel. Quasi contract is unjust enrichment.

64
Q

Red-Owl Promissory Estopel vs. Default Promissory Estoppel

A

Default promissory Estopel is a substitution for consideration. Red-Owl Promissory Estoppel allows for some enforcement of pre-contractual liabilty

65
Q

4 ways to think about letters of intent

A

Emp

66
Q

STATUTE OF FRAUDS COMES UP

A

WHEN IT IS NOT WRITTEN ( PROBABLY AN EXAM QUESTION)

67
Q

Statute of frauds is a…

A

Defense. Comes up even if a contract would be valid

68
Q

Statute of frauds is targeted. Explain what is meant by this

A

I mean that the contract can be enforcable on one person based on written acknowledgement of the deal that meets the elements. A letter written to one and received by the other…

69
Q

One year rule for statute of frauds

A

It must be impossible to be completed in a year to be statute of fraudsable

70
Q
A

Contracts + Crim (10 decks)

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