NY K Law Flashcards
Article 2A
Lease of goods (not property)
when offer cannot be revoked in NY (4 elements) ***
NY RULE: irrevocable if:***
- Signed,
- offer in writing
- with promise not to revoke,
- even without payment.
Under NY law, when can you revoke offer of unilateral K?***
NY RULE: An offer of unilateral K CAN be revoked until performance is completed.
General rule for MBE: Once offeree starts performance, offeror can’t revoke.
• NY NOTE: Infants cannot void the following contracts
(1) Life insurance contracts by ≥ 14.5 years old;
(2) Educational loans by ≥ 16 years old.
(3) ALL contracts by 18-year-olds;
(4) Realty contracts related to the marital home; and
(5) Contracts involving artistic or athletic services.
• NY NOTE: re adjudicated re unadjudicated incompetent – is contract made by such an incompetent void or voidable?
o Adjudicated incompetent—Contract void
o Unadjudicated incompetent—Contract not voidable unless incompetent can restore other party to previous position.
Is “Past Consideration” consideration and binding? General v NY?***
o NY RULE: “Past consideration” is binding if
• (i) it is expressly stated;
• (ii) in a writing;
• (iii) the past consideration can be proven;
• (iv) Signed by the promisor.
o MBE RULE: Not consideration at all! Cannot bargain for something that has already been done.
Contract Modification [Common Law vs Art. 2 vs NY]
o Common law—New consideration is required to modify a contract (Pre-existing Duty Rule).
o Art. 2 SOG—Consideration is NOT required to modify a contract, but you must show good faith.
o NY RULE: No consideration is needed IF modification is in writing, and signed by the party to be charged, or by his agent.
Partial Payment of a Debt - o Written Agreement to Forgive Balance - MBE v NY***
MBE RULE:
• If debt is undisputed, then no consideration. Partial payment does NOT forgive balance.
• If debt is in dispute, debtor would win and not be liable for additional payments
• NY RULE: Do NOT need consideration if the promise to forgive is in a signed writing.
Interest in land: it’s a defense to enforcement of interest in land K if agent not authorized in writing or ratified by principal. Called the? ***
NY RULE
o NY RULE: Equal Dignities Rule—An agent’s authority concerning real property must be in writing or the principal must ratify.
Is lifetime K within stat of frauds? MBE v NY
o Lifetime Contract
• MBE RULE: Not within SOF.
• NY RULE: DOES fall into SOF. Opposite of MBE rule.
How to determine if Lease of Goods for $1000 or More (Art. 2A) [NY ONLY] is within Stat of Frauds?
o NY EXAM TIP: Add up the TOTAL amount of lease payments.
What’s within stat of frauds in NY that’s not elsewhere? (3 things) ***
(1) Promise to pay a discharged debt.
(2) An assignment of an insurance policy or a promise to name a beneficiary of such a policy; and
* (3) Contracts to pay a commission or finder’s fee, unless an attorney, auctioneer, or licensed real estate broker is involved.*
Satisfactory writing for stat of frauds for lease of goods?
• Art. 2A Lease of Goods [NY ONLY]—Writing must state it is a lease; include quantity, duration, and rental payments; and be signed by Defendant.
NY exception to stat of frauds Transfers of Interest in Real Property Prong
NY RULE: SOF not applicable where there has been part performance of lease agreement.
NY exception to stat of frauds suretyship prong – MBE v NY
o “Main Purpose” Exception—
• MBE RULE: If surety’s main purpose is to benefit himself, rather than someone else, then no writing is required.
• NY RULE: There is NO main purpose exception.
Under UCC Art 2, can parole evidence be used?
• ARTICLE 2—ONLY a merger clause will keep out parol evidence.
Failure of Limited Remedy UCC Art 2 essay NY Note
- IF a limited remedy “fails of its essential purpose,” the remedy provisions of Article 2 apply.
- NY NOTE: Know this for the essay portion of the exam. Add this sentence just to be safe.
G. Risk of Loss in a Lease of Goods (Art. 2A) [NY ONLY] – General rule and exception?
- General Rule: ROL is on lessor, even though the goods are in lessee’s possession.
- EXCEPTION: For finance lease, ROL is on lessee.
Release—A release and/or contract not to sue. MBE v NY Rule
o MBE: Contract not to sue must be in writing and supported by new consideration or promissory estoppel elements.
o NY RULE: Any claim may be released by written instrument without consideration.
Expectation damages for buyer damages in NY
NY RULE: In a contract for sale of land, if seller cannot deliver good title because of a defect of which he was unaware, then damages equal the down payment plus reasonable expenses. If bad faith, the MBE rules apply.
Standard measure of damages for breach of land sale is contract price minus fair market value of land. In NY—-
o NY RULE: In a REAL ESTATE contract, a seller may keep the down payment if the buyer breaches, regardless of the amount.
• Gift Assignments***
o The last gratuitous assignee in time prevails over earlier gratuitous assignees.
IN NY LAW….?
o NY RULE: a gift assignment is irrevocable if it is in a signed writing.**
• Assignments for Consideration
o General rule: the first assignee for consideration prevails over ALL subsequent assignees as well as all prior gratuitous assignees.
EXCEPTIONS GENERALLY AND IN NY ADDITIONAL EXCEPTION
o EXCEPTION: A later assignee for consideration prevails if
• (1) He does not know of the earlier assignments; AND
• (2) He is the first to get payment from or judgment against the obligor.
• NY RULE: Additional exception—assignment of a construction contract or money due is not valid until filed. Subsequent assignee in good faith who files first will prevail over the party who did not file.
