Contracts Subset Flashcards
How can an offer be accepted in a bilateral contract
in any reasonable way
how can an offer be accepted in a unilateral contract
only by performing
define offer
a manifestation of an intention to be bound; standard: reasonable person/objective
What are the 4 ways to terminate a contract?
- lapse of time
- revocation
- rejection
- death
Terminating a contract: define lapse of time
an offer lapses after a stated term or after a reasonable time has lapsed
Terminating a contract: Revocation
an offer terminates when the offeror revokes the offer
When can an offer be revoked?
any time before acceptance
Direct Revocation
the offeror indicates directly to the offeree that he has change dhis mind about entering the deal
indirect revocation
the offeror engages in conduct that indicates shes changed her mind and the offeree is aware of the conduct
What are the 4 exceptions where an offer cannot be revoked
- option
- firm offer (article 2)
- foreseeable reliance
- starting to perform a unilateral contract
Firm offer: in a sale of goods, if a merchant promises to keep an offer open, the offer is _________
irrevocable
Timing of revocation: a revocation is effective ________
on receipt (no mailbox rule)
What do you need for a firm offer
a merchant promising to keep an offer open in writing
When does an offer terminate?
when the offeree rejects it
What are the ways someone can reject/terminate an offer
counter offer, conditional acceptance, acceptance but adding terms (in common law)
Mirror image rule
acceptance must mirror the offer; common law
Under Article 2 is adding terms to an offer a rejection
No. but offerees terms are included only if 1. both parties are merchants, 2. its not a material change and 3. no objection to it within a reasonable time.
death of either party before acceptance terminates what kind of offer
a revocable offer
starting performance is considered an acceptance in a bilateral contract true or false
true
starting performance is considered an acceptance in unilateral contract true or false
false. only full performance is acceptance
Mailbox Rule
Acceptance is effective when mailed
does the mailbox rule apply to an irrevocable offer
no. acceptance must be recieved by the deadline
Name the elements of economic duress
- bad guy makes an improper threat
2. vulnerable guy has no reasonable alternative but to accept
statute of frauds; which type of contracts need to fall w/in sof
certain contracts need to be in writing. these need to be in writing in order to be enforced, if they are not, evidence of the agmt. can be barred from being introduced into evidence.
M-marriage Y- years; one or more L- land E- executor G- Goods 500$+ S- surety
Under the SOF, an Article 2 sale of goods contract must contain
a quantity and be signed by the party to be changed w/ breach.
Under the SOF, a common law contract must contain
all material terms and be signed by the defendant to be enforced
Exceptions to the SOF
- leases of one year or less and 2. part performance of real estate sale K
Part performance of real estate sale contract exception to statute of frauds: need 2 out of what three occurences
- some payment, 2. possession and/or 3. improvements
___________performance of a service contract satisfies the SOF but ___________ performance does not
full; part
for custom made goods party needs to show _______ to satisfy the SOF
substantial beginning
one party can use its own signed writing (confirmatory memo) to satisfy the SOF against the other party if:
- both parties are merchants, 2. writing claims agmt. and has quanity and 3. theres no written objection w/in 10 days
Parol Evidence Rule
Keeps out evidence of a prior or contemporaneous agreement (either oral or written) that contradicts a later writing.
Implied Warranty of Merchantability
the goods are fit for their ordinary purpose; key fact: seller is a merchant who deals in goods of the kind
Implied Warranty of Fitness for a Particular Purpose
the goods are fit for buyers particular purchase; key facts: seller knows buyer has a special purpose and is relying on seller to select suitable goods.
A seller can disclaim ________ warranties but not ________ warranties
implied; express
Risk of loss: Non-carrier delivery; seller is merchant
seller bears the risk of loss until buyer takes possession of the goods IF the seller is a merchant
Risk of loss: non carrier delivery; seller is not merchant
buyer bears risk of loss once seller tenders the goods (makes them available to buyer)
Risk of loss: delivery by common carrier; shipment contract
seller must get the goods to a common carrier, make delivery arrangements and notify the buyer
Risk of loss: delivery by common carrier; destination contract
seller must get the goods all the way to the destination
Perfect Tender Rule
Seller must deliver perfect goods in the right place at the right time; if goods arent perfect buyer has right to reject them
