formation

Question 1

offer

Answer 1

objective manifestation of present intent to contract; terms must be sufficient to allow a court to enforce the k

Question 2

UCC offers

Answer 2

quantity must be certain or capable of being made certain; missing terms ok (particularly price) if parties clearly intended to make a K and there is a reasonably certain basis for giving a remedy

Question 3

ways to terminate an offer

Answer 3

1) revocation by offeror
2) rejection by offeree
3) lapse of time
4) death
5) destruction of proposed k’s subject matter
6) supervening illegality

Question 4

methods of revocation

Answer 4

1) unambiguous statement by offeror to offeree
2) offeree becomes aware of offeror’s unambiguous conduct or statement indicating an unwillingness or inability to contract

Question 5

irrevocable offers

Answer 5

1) option contract
2) UCC firm offers
3) detrimental reliance by offeree

Question 6

ways to reject offer

Answer 6

1) express rejection
2) counteroffer
3) conditional acceptance
4) acceptance with additional terms

Question 7

when acceptance

Answer 7

arises upon offeree’s clear expression of assent to the terms of the offer; offeror controls method of acceptance

Question 8

mirror image rule

Answer 8

common law; acceptance must mirror offer’s terms and can’t add/omit/change terms

Question 9

UCC acceptance with additional terms

Answer 9

if both parties are merchants, K is formed with additional terms unless terms materially change the offer, offer expressly limits acceptance to the offer’s terms,or offeror objects within a reasonable time

Question 10

acceptance by shipment

Answer 10

UCC

merchant may accept an offer to buy goods by either providing a promise to ship goods or promptly shipping conforming goods

Question 11

mailbox rule

Answer 11

acceptance is effective upon dispatch; offers, rejections, and counteroffers effective upon receipt

Question 12

acceptance by performance

Answer 12

unilateral Ks = complete performance required

bilateral Ks = partial performance gives rise to acceptance

Question 13

consideration

Answer 13

bargained-for exchange of legal value b/t parties; must be a benefit to promisor or detriment to promisee

Question 14

invalid consideration

Answer 14

1) promises of gifts or conditional gifts
2) illusory promises

Question 15

illusory promise

Answer 15

a promise where there is no obligation to perform (e.g., A promises to do B’s chores if he has time)

Question 16

promissory estoppel

Answer 16

courts may enforce a promise if:
1) promisor reasonably expects reliance
2) promisee acts/refrains from acting in detrimental reliance
3) injustice will occur without enforcement

Question 17

defenses to formation

Answer 17

1) mistake
2) misunderstanding
3) fraud
4) duress
5) unconscionability
6) illegality

Question 18

incapacity

Answer 18

infants and mentally incompetent persons lack capacity to contract; person who lacked capacity may disaffirm the K

Question 19

ways to satisfy Statute of Frauds

Answer 19

1) signed writing
2) performance

Question 20

UCC Statute of Frauds signed writing exception

Answer 20

signed writing not required if:
1) both parties are merchants
2) party asserting SoF defense received a signed writing memorializing the agreement and essential terms and failed to respond w/in 10 days of receipt

Question 21

contracts within SoF

Answer 21

MYLEGS

1) Marriage
2) service Ks incapable of being performed within one Year
3) Land
4) Executor promises
5) sale of Goods $500 or more
6) Suretyship

Question 22

illegality

Answer 22

illegal subject matter or purpose for K

if illegal subject matter, K not enforceable; if legal subject matter but illegal purpose, K only enforceable by party who didn’t know about illegal purpose

Question 23

misrepresentation (fraud)

Answer 23

false assertions, concealment, or misstatements about a material fact before K formation or performance; K is voidable if a party detrimentally relies on the misrepresentation

Question 24

undue influence

Answer 24

K entered into under excessive pressure by someone unduly susceptible to pressure is voidable

Question 25

duress

Answer 25

wrongful act/threat that overcomes a party’s free will

physical duress = void
non-physical = voidable by coerced party

Question 26

unconscionability

Answer 26

courts may refuse to enforce all/part of a K that is unfair or oppressive to one party based on bargaining/terms

Question 27

misunderstanding

Answer 27

neither party aware = no K formed unless both intended same meaning

one party aware = K formed; enforced according to intention of unaware party

both parties aware = no K formed unless both parties intended same meaning

Question 28

mutual mistake

Answer 28

K is voidable by an adversely affected party if:
1) both parties mistaken concerning a basic assumption of fact
2) mistake materially affects agreed-upon exchange
3) adversely affected party did not assume risk of mistake

Question 29

unilateral mistake

Answer 29

doesn’t prevent K formation; mistaken party may void if mistake is material and non-mistaken party knew/should have known of mistake