General Info

Question 1

Define Contracts

Answer 1

legally enforceable promises

Question 2

Three elements that form a K

Answer 2

Offer, Acceptance, Consideration

Question 3

Specific Performance

Answer 3

Order the parties perform the contract

Question 4

Expectation Damages

Answer 4

Put non- breaching party in the position they would expect to be in had the breaching party performed

Question 5

Reliance Damages

Answer 5

Put non-breaching party in position they were in immediately before they entered into contract

Question 6

Restitution Damages

Answer 6

Make breaching party return the value of benefits they received (as if a contract were never made)

Question 7

Expectation Damages can be measured either by

Answer 7

Cost of Completion or Diminution of market value

Question 8

Why are expectation damages typically the largest awarded?

Answer 8

The damages are typically going to be larger if we are putting someone in the position as if the contract was completed.

Question 9

Three Limitations on Recoverable Damages

Answer 9

foreseeability certainty avoidability

Question 10

Courts uphold liquidated damage clauses when

Answer 10

They are not penalty clauses.

Question 11

Policy Arguments for Specific Performance

Answer 11

Where goods, land, or personal services are unique, we have no way to compensate the person adequately with monetary damages.

Question 12

Recision (Definition)

Answer 12

Cancellation of a K

Question 13

When can recession be used ?

Question 14

What are the reasons that a party may ask for restitution in a K breach?

Answer 14

Expectation damages are unforeseeable, Restitution is the greatest amount of damages available

Question 15

Three types of specific performance

Answer 15

land, goods, personal services

Question 16

Quasi-Contracts

Answer 16

Implied K that allows for one party to be compensated by the other if the judge sees fit

Question 17

Unjust Enrichment

Answer 17

A party profiting from wrongdoing or
one party confers a benefit onto another and receives nothing in return.

Question 18

Tacit Agreement Test

Answer 18

Requires the ∆ was given notice of special circumstances and assented to bearing the risk of those damages

Question 19

Tacit Agreement Test Validity

Answer 19

Minority Rule; Rejected Almost everywhere & by UCC (but not Arkansas, see Morrow)

Question 20

Damages are foreseeable if

Answer 20

they follow from the breach (a) in the ordinary course of events or (b) as a result of special circumstances that the breacher had reasons to know §351

Question 21

Default Rule on Attorney’s Fee

Answer 21

Not recoverable

Question 22

Proves lost profits with reasonable certainty

Answer 22

testimony of experts, analysis of similar/comparable, market price

Question 23

Avoidability Doctrine / Duty to Mitigate

Answer 23

Rest. 350 requires reasonable efforts to mitigate [Luten bridge]

Question 24

Ads are

Answer 24

are usually not offers (Harsh, but see Lefkowitz)

Question 25

policy considerations in Contract Law.

Answer 25

Economic Efficiency, Retributive Justice, Corrective Justice, Distributive Justice
* Policy is important, especially if the law is unclear or conflicting, but not a free pass to ignore the rules.

Question 26

NGUYEN V. BARNES AND NOBLE

Answer 26

Courts will apply the Embry Case in ECommerce Contracts

Question 27

What are the questions you ask when you approach an Issue Spotter?

Answer 27

A. This a sale of goods
—> UCC only (unless silent, then go to restatement/ common law)

B. This is another type of K

(1) Is there an enforceable contract

(2) If so, what are the terms and obligations

(3) Has anyone breached

(4) What remedies / recourse is available?

Question 28

What do you do with mixed contracts (bits like a good bits like personal service?)

Answer 28

What is the thing at issue primarily concerned with

Is the issue about the goods or about the persons services.

Case: J.O. Hooker & Sons [Cabinets]