Florida Contracts Flashcards
Love For Bad Dogs🡪
Treat Every Rover Terrifically
Law🡪What law applies
Formation🡪 Offer/Acceptance/Consideration
Bad🡪Breach
Defenses🡪SOF & SPI MAPS DUI FUUUC
Terms🡪Parol Evidence🡪DAM FOIL
Exceptions🡪SWAP
Remedies🡪Legal & Equitable
Third-Party Beneficiary🡪Intended & Incidental Beneficiaries
his acronym helps recall common defenses in contract law.
Four (4) exceptions when offer is irrevocable
(F) A firm offer in writing signed by the merchants that will make the offer irrevocable again. MOWS🡪Merchant/Offer/Written/Signed by offeror
(O) When there’s an option contract—a promise to keep the offer open for a specified period of time; additional consideration required; between non-merchants
(U) An offer becomes irrevocable in a unilateral contract—where a promise is exchanged for performance
(R) Reliance🡪foreseeable & detrimental
Contract Modification
Modification is changing a material term of the contract
* Common law🡪, there needs to be valid consideration
* UCC🡪no consideration, only good faith between the parties
* Modifications can be oral or written
Contract Defenses [SPI MAPS DUI FUUUC]
S Statute of Limitations
P Penalty Clause
I Illegality
M Mutual Mistake
A Ambiguity
P Parol Evidence
S SOP [MY LEGS]
D Duress
U Unfair
I Illusory
F Fraud
U Undue Influence
U Unilateral Mistake
U Ultra Vires
C Capacity or Infancy**
Elements of a writing
- Basic contract terms signed by the party to be charged
- Sale of goods🡪price, quantity, parties
- Signature can be any symbol🡪an X, and initial; doesn’t have to be a full signature
Exception to the statute of frauds
Part performance
-Land🡪not in writing but made some payment, certain improvements and possession
-Goods🡪merchant confirmation-seller sends a confirmation of an order including the quantity terms; no objection w/in 10 days
Exception to the statute of frauds
Mistake
-Unilateral mistake is not a defense; unless the other party knew of the mistake
-Mutual mistake-always a defense; both parties were mistaken
Impossibility
- Objective standard nobody could perform the contract—not just I couldn’t do it nobody could do it
Impracticability
- Unforeseen circumstances due to unforeseen circumstances no performance is possible it’s now become too difficult to expensive due to unforeseen circumstances
Breach
Minor Breach🡪party still received the benefit of the bargain🡪can only sue for breach of actual damages
Material Breach🡪so substantial and didn’t receive benefit of the bargain🡪can sue for total breach
Sale of goods is subject to the perfect tender rule🡪 have to give exactly what you ordered; if it’s not, argue nonconforming goods
Installment contract
-One nonconforming installment does not constitute a total breach unless the value of entire contract is impaired
-Buyer can accept/reject or
accept/reject in part
Promissory Estoppel
Promissory Estoppel
– A promise which induces someone to rely to their detriment
– Will make contract enforceable; if there’s no consideration, no real contract.
PAIR
-Promise
-Actual Reliance
-Interest of Justice
-Reasonable reliance
This makes a promise enforceable in absence of consideration.
Parol Evidence
**Parol evidence **
– Adding terms to an oral
communication prior to or
contemporaneous to the
contract
– Admissible based on partial or
final integreation
Final integration
– Contract contains a merger
clause “this is the final contract”
- Admissible to clear up an
ambiguity
Exceptions
-Partial – parol evidence is
admissible unless it contradicts
or materially alters a term in the
contract
- Trying to prevent fraud/duress
-Explaining to trade/custom of
the business
