definitions Flashcards
Contract
legally enforceable agreement through CONSIDERATION
quasi contract
equitable remedy NOT CONTRACT - equity rules
Ex: P conferred a (ACTUAL) benefit on D and P reasonably expected to be paid, and D realized unjust enrichment if P not compensated - usually a SOF defense
Recovery in quasi K
K price not relevant - look at the value of the benefit conferred.
K price is a ceiling if P is in default
Bilateral contract
offer that is open to the method of acceptance
COMMON
ex: you promise me $1000 to paint your house, acceptance can be I promise to paint your house, or just do it.
Unilateral contract
performance as the ONLY method of acceptance
Assume bilateral unless
reward, prize, contest OR
offer expressly requires performance for acceptance
“Offer accepted ONLY BY ______”
NBC offers Ashley Simpson 25k to sing _______
bilateral
Law for common law contracts
applies to contracts for EVERYTHING Except sale of goods
sale of Goods
Article 2 ONLY - will appear in about 10 of the 25 questions
Article 2 sales
- type of transaction - sale
2. subject matter - GOODS
GOODS
tangible personal property
“Anything movable when ID’d in the K”
ARTICLE 2
contract for personal services?
COMMON LAW
real estate contracts
COMMON LAW
Bill Gates wants to buy Calandrillo’s Cadillac
UCC/ Article 2
Mixed deal of Goods and services
Apply the PREDOMINANT PURPOSE TEST
Gates wants to buy a Cadillac and get two parking lessons
PREDOMINANT PART is the cadillac - Article 2
Gates wants to buy a new yo-yo and receive ten lessons from Yo-Yo Ma for 40K.
COMMON LAW CONTRACT
Is the service complicated?
Is there common law language or warranty?
Service - Common Law
Language - Common Law
EXCEPTION to mixed deal
ONLY IF the K divides the payment then apply Art 2 to Goods and Common Law to services
Armadillo
APPLICABLE LAW - common law or Art. 2
From
Formation - was the K fully formed?
Offer - level one offer
a manifestation of intention to contract - words or conduct showing commitment
- rsbl person would believe that his or her assent creates a contract
Is offer required to contain all material terms?
Common law - FAIL - absence of price will KILL the offer
Art 2 - OKAY - merchants they will fill it in for you
Vague price
NOT ALLOWED in CL or Art 2 - you can say no price and court will assume that you meant to leave it out. “Fair” or “reasonable” suggests that you’re still working shit out
Requirements K/ Output K
generally must state quantity - but may state it in terms of exclusivity, or look for REQUIREMENTS or ALL = quantity
Requirements RULE in Increase
Buyer can increase requirements so long as the increase is in line with prior demands - 2-10% INCREASE OK
Advertisements
General rule: NOT OFFERS - invitation to deal
Except: if in nature of reward. Carbolic Smoke Ball (100$ reward to anyone who___, then you have to pay)
Except 2: specific in quantity and expressly indicates who can accept - “1 fur coat $10 - first come, first served”
Sign that says T-shirt $10
you show up with $10 - NO not a deal, it’s just an advertisement
Will courts look to conduct and course of performance for clarification?
YES.
- course of performance - same, ppl, same K
- course of dealing - same ppl, different but similar K
- custom and usage - similar people, similar K
