K Flashcards
Does SOF apply?
A entered into an employment K “for A’s lifetime”
NO
SOF requires a K that cannot be performed w/in 1 year to be in writing
Here, an agreement for lifetime employment is not subject to SOF bc it could be performed in a year if A dies or retires
Essential K Terms
CL v. UCC
CL: parties, subject matter, price, quantity
UCC: parties, subject matter, quantity
Implied in Fact K
- Party’s assent
- to enter K
- Is inferred
- From party’s conduct or failure to act
Implied in fact can be established by conduct alone!
When is Reform a remedy
Court reform a written K that fails to capture parties’ initial intent due to mistake by both parties when:
- parties had prior agreement (oral or written)
- Parties put that agreement into writing; and
- Diff btw K1 and written K
Unilateral Offer
Accepted only by completing performance
EX: reward offer, contest prize
Bilateral Offer
Offer presumed to be bilateral
Accepted by:
1. return promise; or
2. starting performance –> operates as implied promise to render complete performance
Mutual Mistake
Defense to Formation
Both parties are mistaken as to material term of K
K can be voidable if:
1. mistake relates to basic assumption
2. mistake materially affects K
3. adversely affected party did not bear the risk
How to bear risk?
Party can assume a risk of a K by proceeding with conscious ignorance, aka knowing their knowledge is limited and not trying to change that
Mutual Mistake
Defense to Formation
Both parties are mistaken as to material term of K
K can be voidable if:
1. mistake relates to basic assumption
2. mistake materially affects K
3. adversely affected party did not bear the risk
Condition Precedent
Uncertain future event that, if it occurs, CREATES party’s obligation to perform
ie, A agrees to hire B, if B graduates college
Look for: “on condition that” “ provided that”
Condition Subsequent
Uncertain future event, that if it occurs, EXCUSES party’s existing obligation to perform
ie, B agrees to work for C until B graduates college
Expectation Damages
$ arising naturally from breach of K
Goal: put parties in position as if K happened
Measure: (K price) - (market price or cost of substitute performance)
Construction K: (K price) - (cost of construction by another builder)
TIP: if you have a contractor & subcontractor, and subcontractor backs out, look for…
Promissory Estoppel – Contractor’s detrimental reliance
C can recover expectation damages bc that was an irrevocable offer for a reasonable time
Reliance Damages
Goal: put party in same posititon as if K never happened
Measured: out of pocket expenses incurred
cannot recover both reliance & expectation
Promissory Estoppel –Offer
offer is irrevocable for a reasonbale period of time if:
- offeror reasonably expected to induce reliance of offeree
- offeree reasonably relied on the offer
- reliance caused offeree to suffer substantial detriment
Misrepresentation
Untrue assertion of fact that makes a K voidable and rescindable by the adversely affected party when all elements met:
- misrep was fraudulent or material
- misrep induced assent to K
- OP justifiably relied on the misrep
Includes nondisclosure of known fact
