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K's Flashcards

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1
Q

What is an offer

A

A manifestation of intent to be bound, communicated to the offeree, and definite and certain in its terms.

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2
Q

how can offers be terminated

A

Offers can be terminated by:
- revocation
- rejection
- counteroffer
- lapse of time, or by operation of law (e.g., death or incapacity of the offeror).

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3
Q

what is acceptance

A

A manifestation of assent to the terms of the offer, communicated to the offeror.

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4
Q

How do you accept

A

Acceptance can be made by the method specified in the offer or, if none specified, by any reasonable means.

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5
Q

Mirror Image Rule

A

(Common law only)

Acceptance must mirror the terms of the offer without modification.

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6
Q

Consideration

A

A bargained-for exchange of legal value. Each party must incur a legal detriment or confer a legal benefit.

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7
Q

Promissory Estoppel

A

A promise that induces reliance may be enforceable without consideration if reliance was reasonable and detrimental.

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8
Q

Lack of Capacity

A

Defense to formation

Contracts with:
minors
intoxicated persons or mentally incompetent persons

may be void or voidable.

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9
Q

Duress and Undue Influence

A

Defense to Formation

Contracts entered into under coercion or undue influence are voidable.

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10
Q

Misrepresentation and Fraud

A

Defense to formation

Contracts based on false statements or fraud are voidable.

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11
Q

Mutual mistake

A

Defense to formation

both parties are mistaken about a basic assumption may render a contract voidable.

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12
Q

Unilateral mistake

A

one party is mistaken) may render a contract voidable if the non-mistaken party knew or should have known of the mistake.

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13
Q

Conditions

A

An event that must occur before a party’s performance is due.

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14
Q

Conditions precedent

A

must occur before performance

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15
Q

conditions concurrent

A

must occur at the same time as performance

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16
Q

conditions subsequent

A

terminate a duty to perform

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17
Q

Substantial Performance

A

Performance that, although not complete, is substantial enough to warrant payment, minus any damages for incomplete performance.

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18
Q

Material Breach

A

A significant failure to perform that excuses the other party from performing.

19
Q

Minor Breach

A

A small failure to perform that does not excuse the other party but may allow for damages

20
Q

Anticipatory Repudiation

A

A clear indication that a party will not perform when performance is due. The non-breaching party can treat the contract as breached and seek remedies immediately.

21
Q

Impossibility

A

Defenses to Breach

Performance is objectively impossible due to unforeseen events.

22
Q

Impracticability

A

Defenses to breach

Performance is extremely difficult or expensive due to unforeseen events.

23
Q

Frustration of Purpose

A

Defenses to Breach

The contract’s purpose is substantially frustrated by unforeseen events, and both parties understood this purpose

24
Q

Compensatory Damages

A

Aim to put the non-breaching party in the position they would have been in had the contract been performed. Includes expectation damages and consequential damages.

25
Q

Reliance Damages

A

Reimburse the non-breaching party for expenses incurred in reliance on the contract.

26
Q

Restitution Damages

A

Return any benefit conferred on the breaching party

27
Q

Liquidated Damages

A

Agreed-upon damages specified in the contract, enforceable if they are a reasonable forecast of actual damages and not a penalty

28
Q

Specific Performance

A

Equitable remedies

Court orders the breaching party to perform the contract. Typically available when monetary damages are inadequate, such as in contracts for unique goods or real estate.

29
Q

Injunction

A

Equitable remedies

Court order preventing a party from performing an act.

30
Q

Duty to Mitigate

A

The non-breaching party must take reasonable steps to reduce their damages.

31
Q

Intended Beneficiaries

A

3rd party beneficiaries

Have rights under the contract and can sue to enforce it.

32
Q

Incidental Beneficiaries

A

3rd party beneficiaries

Do not have rights under the contract and cannot sue to enforce it.

33
Q

Assignment of rights

A

transfer of contractual rights to a 3rd party

34
Q

limitations in terms of assignment of rights

A

rights can NOT be assigned if they materially change the obligors duty or risk

35
Q

Delegation of duties

A

transfer of contractual duties to a 3rd party

36
Q

limitations in terms of delegation of duties

A

duties cannot be delegated if they involve personal services or if the contract prohibits delegation

37
Q

Novation

A

a new contract that substitutes a new party for one of the OG parties, releasing the original party form the contract

38
Q

UCC offer and acceptance

A

UCC is more flexible, and a contract can be formed even if some terms are left open, as long as there is intent to contract and a reasonable basis for remedy.

39
Q

Merchant Firm Offers

A

Under UCC, a merchant’s firm offer in a signed writing is irrevocable for the time stated (or up to 90 days if no time is stated)

40
Q

Perfect Tender Rule

A

UCC

Seller must deliver goods that conform exactly to the contract terms. Buyer can accept, reject, or accept part and reject part.

41
Q

Cure

A

UCC

Seller’s right to correct a nonconforming delivery within the contract time.

42
Q

Buyer’s Remedies

A

UCC

Include cover (buying substitute goods), specific performance, and damages.

43
Q

Seller’s Remedies

A

UCC

Include withholding delivery, reselling goods, and damages

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