LGST 101 Contract Law Flashcards

Question

Counter-offer

Answer 1

Considered rejection in common law but in UCC could be seen as you except everything except the specific part you counter

Answer 2

Greater Minnesota runs an advertisement in a newspaper for very cheap fur, Leftkowitz accepts the offer, but they refuse to sell it to him. The ad is ruled to be an offer and Leftkowitz accepted the offer, so he is entitled to the fur. There does not need to be an acceptance of the acceptance.

Answer 3

Use UCC for sale of goods (all things which are movable at the time of identification to the contract) Common Law: Everything else (real property)

Answer 4

Factual determination test decides UCC or common law based on whichever part of the contract is dominant, I.e. more important Gravamen of the harm test decides it based on whichever step could possibly be more harmful

Answer 5

Say deliver TV to your dorm—> majority of districts base it off the more important part (delivering TV) and the minority of districts base it on whichever has more harm potential (getting up the stairs)

Answer 6

1. Terms of the contract must be reasonably certain 2. Terms of a contract are reasonably certain if they provide basis for determine the existence of breach and for giving an appropriate remedy 3. Shouldn't be proposed bargains left open or uncertain

Answer 7

UCC--Contract can exist even where no price term is stated | Common Law--agreement for transfer of interest in land must describe the land and state the price

Answer 8

1. Lapse of time (if certain amount of time goes by, offer is considered to be terminated) 2. Revocation by offerer before acceptance (see below) 3. Rejection by offeree before acceptance (see below) 4. Death of either

Answer 9

Direct (Statement by offerer to offeree unambiguously indicating change of mind) or indirect (conduct, not statement by offerer unambiguously indicated change of mind of which the offeree is aware) Offerer can revoke at any time before accepted except where: Detrimental reliance Part performance in response to offer to enter unilateral contract Option: Paid promise to keep an offer open Firm offer (UCC) signed, written promise by a merchant to keep an offer open

Answer 10

Plain old rejection, counteroffer, conditional acceptance, or acceptance with additional/changed terms Common law says acceptance with changed terms is rejection UCC says not rejection, but only added if both parties are merchants, change isn't material and offerer doesn't object within reasonable time

Answer 11

Even if drunk, still an offer. Just because agreement, not necessarily contractual

Answer 12

Can be accepted explicitly or by behavior Offeree must know of the offer, offeree must manifest an intention to accept, and the acceptance must be expressed as an unequivocal and unconditional agreement to the terms of the offer Acceptance by performance requires at least part of the offer be performed Acceptance by promise requires complete every act essential to making promise Acceptance is necessary to solidify terms, contract formed right when acceptance is made, and matters when the acceptance is made

Answer 13

Dobbs delivered Dickinson a memorandum agreeing to sell his house, had until 9 AM Friday to accept it. Dickinson agreed to offer on Thursday but didn’t tell Dobbs yet, and no binding contract, so Dobbs is free to do what he wants with it until 9 AM Friday. No contract.  Petterson is the owner of land, unpaid installment. Until act is performed, can be revoked. Withdrawn before became binding promise, and therefore no contract was ever made for the breach of which the plaintiff may claim damages Defendant in writing offered to sell real estate to specified prospective buyer and agreed to pay percentage of the sales price as commission. Defendant revoked the offer in writing, but later that day the broker obtained offeree’s acceptance. Unilateral contract, for an act to be performed. Partial performance already underway, contract results. Plaintiff accepts counter offer and signs it after defendant already cancels the counteroffer. Rules not to be an enforceable contract, as there needs to be an offer and acceptance with mutual understanding of both sides, which is not the case here

Answer 14

Express: Terms parties specifically articulate in the contract Implied: Not explicitly articulated in the contract, but terms which facts of the deal clearly indicate party intended to include Constructive: Terms imposed by the court as a matter of law and without regard to the intention of the parties

Answer 15

Impossibility, impracticability, or frustration of purpose

Answer 16

Contract formed under assumption such an event wouldn't occur, and death/disability, illegality, or destruction of subject matter makes it impossible

Answer 17

Performance is objective imposible and not your fault. Nonoccurence of the event was a basic assumption underlying the formation of the contract. When performing the contract feels like a punishment. For example, car stuck in water, and very hard to get out, impractical to have to deliver the car

Answer 18

When principle purpose of contract is no longer in effect, and occurrence of the event the non-occurrence of which was a basic assumption in making contract, but contract is still possible. Ex: parents pay tuition and student dies. Not impossible, parent can still pay. But frustration of purpose as the principle purpose of the contract no longer there, and not your fault.

Answer 19

Promises and duties, avoid punishing parties, constructive condition (imposed by law to meet ends of justice), traditional (event the occurrence or nonoccurrence of which gives the constructive condition)

Answer 20

Based on access to replacement, reasonableness of the solution

Answer 21

Expectation damages, reliance damages, stipulated/liquidated damages, interset

Answer 22

When you award someone as if the contract had been fulfilled (as opposed to the state you were in before). Default with contracts

Answer 23

Restores back to state where had been before. Default with torts

Answer 24

Whatever is stipulated in contract (whatever the contract says the remedies are) if the contact is not met

Answer 25

Rejection (Buyer can reject contract if they want), cure (Can make up for it if there’s an issue), acceptance (loss of right to reject, Acceptance after inspecting goods and sees they are good, or fails to make an effective rejection, or doesn’t act inconsistent with the seller’s ownership), calculation of damages (cover, If actually need the thing and can’t get from contracting party, could cover, claiming entire set of damages and force them to pay), and damages for non-delivery/repudiation (If they don’t delivery it, can get covered damage based on market price - contract price)

Answer 26

Re-sale (—> If good faith re sale, seller can recover difference between resale price and contract price), Damages for non-acceptance/repudiation (Difference between market price at time and place for tender and unpaid contract price), incidental damages (commercially reasonably charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyer's breach, in connection with return or resale of the goods or otherwise resulting from the breach)

Answer 27

Laredo Hides v. H & H Meat: Plaintiff sues seller to recover damages for breach of contract for sale of cattle hides. Defendant sells hides, cancels contract. Plaintiff forced to purchase hides on open market. Defendant has to pay difference, as plaintiff acted reasonable Teradyne v. Teledyne: Plaintiff sues for damages. Defendant broke contract. Buyer cancelled order when packed ready for shipment, offered to purchase something else, but someone else bought that. Seller could have sold 2 things, not 1, sues for this loss. Don’t make them pay full amount because plaintiff sold the thing anyway