FL contracts Flashcards
Choice of Law
UCC v. Common Law
UCC
sale of goods
Common Law
Services or land
Formation
For a contract to be valid we need an offer, acceptance, and consideration. // *always define these
Offer
outward manifestation of an intent to enter into a contract with certain and definite terms communicated to the offeree.
Advertisements
Typically invitations to offer, not actual offers; BUT could be offer if specific and definite terms.
Offers Revocable?
Offers are revocable until and unless offeree accepts.
Offers are irrevocable when:
option contract, firm offer, or unilateral contract.
Option Contract
Promise to keep offer open for specified period of time + for additional consideration, + between two regular persons.
Firm Offer
A firm offer between merchants; +in writing and +signed +by merchant to keep offer open; ~similar to option contract but for Merchants~
Unilateral Contract
Promise in exchange for performance; becomes irrevocable once performance starts
Rejection
Denying the offer, saying no.
Counteroffer
Changes the terms of original offer and is not acceptance; puts it back into offeror’s hands.
Acceptance
Acceptance occurs when the offeree communicates an intent to enter into a contract. Can accept in any reasonable manner, unless Offeror specified specific manner of acceptance
Mailbox Rule
Acceptance is effective when sent.
Mailbox Rule Exception
when multiple correspondences sent, whichever gets to the offeror first prevails
CL Acceptance
CL Mirror Image Rule
CL Mirror Image Rule
acceptance must exactly mirror the terms of the offer.
UCC Acceptance
different terms are okay unless it materially alters terms of offer
Consideration
Bargain for exchange.
FL Consideration
consideration needs a benefit or legal detriment.
Mutuality
Contracts require mutual consideration and essential elements.
Modification
Changing a material term of a contract (oral or written)
CL Modification
there must be additional consideration
UCC Modification
No add’l consideration needed; just good faith between parties
Defenses to contract law:
SOF, part performance exception (CL), Merchant confirmation exception (UCC), minor contracting, mistake, impossibility, impracticability
*****Statute of Frauds rule
Requires certain contracts to be in writing, contain essential terms, and signed by parties (to be charged)
*****Statute of Frauds: writing must contain
price, quantity, parties, and signed by the parties to be charged
SOF contract applicability
“M - contract for Marriages
Y - Contracts that cannot be completed within 1 Year
L - contracts for the sale of Land
E - Executorships
G - Guarantees
S - Sale of goods over $500”
CL: Part Performance exception
If there’s no writing, SOF exception for land contractsÉ Some partial payment and made improvements or took possession
****UCC: Merchant Confirmation
UCC Exception. Seller sends a written confirmation signed with the quantity.
If no objection within 10 days of receipt, it constitutes a sufficient writing to satisfy the statute of frauds requirement.
Minor
The contract is voidable at the option of the minor. In Florida, the minor cannot use minority as a defense ONLY if they fraudulently misrepresented their age
Mistake
Unilateral or mutual mistake
Unilateral mistake
one person is mistaken; NOT a defense UNLESS the other party knew they were mistaken
Mutual mistake
both parties were in good faith mistaken, ALWAYS a defense
Impossibility
Nobody could perform; objective std.
Impracticability
Due to unforeseen circumstances, performance becomes too impractical, even if possible. *but some changes are foreseeable
Breach & types
party fails to perform according to the terms of the contract; material or minor
Material Breach
breach is so substantial (went to the essence of the contract) that the party did not get the benefit of the bargain; can sue for TOTAL breach.
Minor Breach
parties still received benefit of the bargain; can only sue for particular damages.
UCC Non-conforming goods Perfect Tender Rule
The buyer is entitled to sue for damages for any non-conforming goods, regardless of whether they are accepted.
Seller tenders goods that fail to conform in any way to the underlying contract; buyer has 3 options: may (1) accept (2) reject or (3) accept in part and reject in part the goods.
UCC, if perfect tender, Installment Contract
Multiple shipments on a regular basis, one nonconforming shipment does not constitute a total breach,
UNLESS impairs value of whole contract
Remedies
legal and equitable remedies
Legal remedy (definition and types)
Monetary compensation!!! - Expectation, reliance, or consequential damages
Equitable remedy
granted when no adequate remedy at law (money is not an adequate remedy to help) – specific performance, rescission, and restitution
Expectation damages
If a seller breaches a contract, then the buyer is entitled to expectation damages.
+ Default remedy.
+ PUT THE NON-BREACHING PARTY IN POSITION THEY WOULD HAVE BEEN IN, HAD THE CONTRACT BEEN PERFORMED, and to give the parties the benefit of the bargain
***Must have reasonable certainty with respect to amt of damages.
Reliance damages
Awarded if expectation damages cannot be obtained.
Compensates for UNREIMBURSED EXPENSES unreimbursed expenses paid due to RELIANCE on the contract.
Examples include expenses for travel or marketing.
*****Consequential damages
last resort.
Compensates for FORESEEABLE damages or losses resulting directly from the breach.
Special damages due to the particular circumstances of the non-breaching party.
bar note:
- Consequential damages, including lost profits, are available only if the breaching party knew or should have known about the potential losses at the time of contracting.
Specific Performance
ordered to perform. Granted when the subject matter is unique.
Recession
there was no meeting of the minds [not on same page].
To put parties in the position prior to contract formation. - usually associated with mistake or misrepresentation (when this happens)
Restitution Involves the return of a benefit conferred (under a contract that is canceled or rescinded)
***Promissory Estoppel A contract wasn’t formed, but a promise was made which induces someone to rely to their detriment. Makes the promise enforceable. Something you wouldn’t do in the first place
Third Party Beneficiary whether a third person is an incidental or intended beneficiary. Incidental beneficiaries never have rights under the contract, while intended beneficiaries have rights that must vest.
Incidental beneficiaries never have rights under the contract
Intended beneficiaries have rights that must vest.
Anticipatory Repudiation One party unequivocally refuses to perform, constituting a total breach; no need to wait until the end of the contract. Occurs prior to the date of the contract when one party unequivocally refuses to perform.
Intentional Misrepresentation Intentionally misrepresenting a material fact to induce a party’s reliance, resulting in damages. Intent to induce reliance on a material fact causing damages. Example: A seller intentionally misrepresents the condition of a property to induce a buyer to purchase it.
Negligent Misrepresentation A misrepresentation, whether made or not, that induces a party to reasonably rely on it. Negligently misrepresenting a material fact that induces reasonable reliance. Typically arises in professional or business relationships where there is a duty to disclose or provide accurate information.
áÊÊÊÊÊ Warranty of merchantability Ê
áÊÊÊÊÊ Warranty/Fitness for a particular purpose Ê
áÊÊÊÊÊ Noncompete clause Ê
¥ Parol Evidence Rule
partial integration
final integration
exceptions to parol evidence rule (always admissible) ambiguity, fraud/duress, Sale of goods contract to show custom or trade of business
