PA Contract Distinctions Flashcards
When is a non-compete clause enforceable in PA?
- Relates to employment relationship
- Adequate consideration
- Reasonably necessary to protect employer
- Reasonably limited in duration and geography
- Not unreasonably burdensome on employee or public
What is generally required for consideration under PA law?
A legal detriment
When does an accord discharge the original obligation?
Upon satisfaction of the accord
When is a contract enforceable without consideration?
- An express written statement that the signer intends to be bound, unless the parties contemplated the exchange of consideration that was ultimately not given.
- a seal, except for sale of goods contracts
When may a party seek relief from a contract for mistake?
NOT unilateral. If mutual,
- Relates to basis of bargain
- Materially affects performance, and
- Risk not borne by injured party
In PA, when is someone old enough to enter into a contract?
18
How should you assess a minor disaffirming a contract?
- Did they disaffirm within a reasonable time?
2. Did they receive “necessaries” that are enforceable against them?
In PA, what is an unconscionable contract?
- Provides no Meaningful choice.
2. Unreasonably favors party asserting it
In PA, what remedies are available for an unconscionable contract?
- Recission
- Severance
- Limit application of unconscionable part
In PA, how is the validity of an exculpatory clause assessed?
- Strictly construed language
- Parties’ intentions must be detailed
- Ambiguities construed against party seeking immunity
- Burden of immunity on party seeking it
In PA, is a buyer required to prove reliance on an express warranty to prove breach?
No
In PA, can a party disclaim an implied warranty of fitness for a particular purpose?
Only if in writing and conspicuously
In PA, what are the elements of a frustration of purpose defense?
- Principal purpose
- substantially frustrated
- non-occurrence was a basic assumption
- and not due to the party claiming frustration
In PA, when is a beneficiary intended?
- Intention of the parties
2. Performance satisfies the promisee’s obligation to pay or perform
In PA, what are the requirements for a novation?
- Displacement and termination
- Substitution with valid new contract between same parties (or plus debtor/creditor)
- Consideration
- Mutual consent
What are the four types of contracts within the PA SOF?
- Suretyships
- UCC for sales of $500 or more, or lease of goods for $1000 or more
- Real property , or lease for more than 3 years
- Promise by testator
NB: NO one-year-performance requirement
What is the leading object exception to the suretyship requirement under the SOF?
If for the surety’s economic advantage, not within SOF. Fact question.
What interests fall within the real property requirement under the SOF?
- Mortgages
- easements
- Land contracts
- Coal or surface rights
- rights of support
- leases of more than 3 years
What is the standard for anticipatory repudiation in PA?
Absolute and unequivocal refusal to perform
In PA, what are the narrow exceptions to the unavailability of emotional distress damages in contract actions?
- Accompanied by bodily harm, or
2. Breach would likely result in serious emotional disturbance
Does PA require showing damages for breach of contract?
No; nominal damages are adequate
When are lost profits available as damages?
- Reasonably certain
- Proximate consequence, and
- foreseeable
What does the Pennsylvania Uniform Written Obligations Act do?
An additional, express written statement that the signed intends to be legally bound is valid and enforceable, even without consideration.
Are Pennsylvania employment contracts presumptively at will?
Yes, but the presumption may be rebutted
