Quick Contracts Flashcards
What is a unilateral contract?
offer that expressly requires performance as the only possible method. Look for words “only by”
Cannot be revoked once performance has begun. (mere preparation does not trigger the beginning of performance)Acceptance does not occur until performance is complete.
Does common law or UCC apply to mixed services/goods deal? what is the doctrine called?
Predominate Purpose Test: Whichever service (CL) or goods (UCC) is predominate in the contract, that’s which law you should apply.
Is price required in a common law contract?
YES…but not required in a UCC contract.
When can ads be offers?
Generally not, unless either ad is in the nature of a reward, or if it is specific to quantity and expressly indicates who can accept.
When does revocation of an offer become effective?
When it is recveived. Mail box rule does not apply to revocation of offer.
What is the Merchant Firm Offer Rule?
an offer cannot be revoked for up to 3months, IF 1) offer to buy or sell goods, 2)signed, written promise to keep the offer open and 3) party is a merchant.
What is the effect of a conditional acceptance on an offer?
It termiatnes the offer and becomes a new offer (like a counter offer), look for words “if”, “but”, “provided”, “so long as” “on the condition that”
When are additional terms part of the contract?
Under common law - adding additional terms is a violation of the mirror image rule thus, no accpetance
Under UCC -
1) Is there a contract? “seasonable expression of acceptance” adding new terms is generally treated as an acceptance, BUT
2) the additional term is NOT part of the contract if between merchants, if it materially changes the offer, OR if the offeror object to the change
When is past consideration considered condieration?
Generally never. 1 exception is when it is expressly requrested and there is an expectation of payment. (although Virginia rejects this exception)
If SoL has run on a debt collection, and the debtor offers in writing to pay a fraction of the debt to the creditor, is it enforceable?
Yes. Even without consideration. ALthough Cvreditor cannot collect orgiinal amoung
When can those who lack capacity sue under contract law?
If they are hired to perform, fulfil there duty, and the other side does not live up to their end of the bargain. If infant never performs, obviouls there is no breach…..If infant enter contract while under 18, but continues to make payments on a car after they turn 18 contract is enforceable because Infant retained benefit AFTER age of capacity was reached.
What types of contracts fall within the statute of frauds?
1) promises in consideration of marriage
2) promise by executor of estate to pay debt obligation from own funds
3) Promises to answer for the debts of another
4) Service contracts not capable of being performed within 1 year (if task said nothing about time, or is for lifetime, SoF does not apply)
5) Transfers of interest in real estate for more than 1 year (exact 1 year lease would not apply)
6) sale of goods for $500 (exactly 500 or more)
How is the SoF satisfied by performance?
Service Contract: Full performance by either party.
Sale of Goods: Part performance will satisfy SoF, ONLY for the goods that have already been delivered. There IS a SoF defense for undelivered goods.
Real Estate Transfer Contract:
Part performance if can satisfy 2 of the following 3: 1) payment (full or close) 2)Possession AND/OR 3) improvements
When is SoF satisfied for specially manufactured goods?
as soon as the seller makes a “substantial beginning”
How to satisfy the SoF writing requirement for Ks NOT under UCC?
1) Must contain ALL material terms (who what) 2) must be signed by the person to be charged (the D)
How to satisfy SoF writing requirement under UCC?
Look to contents, who signed writing and must contain the quantity term.
What is the exception the SoF writing requirement under the UCC?
Generally the writing must be signed by the person to be charged (the D). EXCEPT under UCC - the Merchant Confirmatory Memorandum rule, 1) both parties must be merchants 2) person who receives a signed writing with a quantity term that claims there is a contract and fails to respond writing within 10 days of reciept
Are contract provisions requiring that all modifications be in writing effective?
Under CL, these are ignored.
Under UCC, contract provisions requiring written modifications are effective unless waived.
What is unconscionability in contracts law?
empowers a court to refuse to enofrce all or part of a contract if 1) UNFAIR SURPRISE or 2) OPPRESSIVE TERMS.
Tested as of the time the agreement was made!
When has a seller completed his delivery obligation under a shipment contract?
1) gets the goods to a COMMON CARRIER
2) makes REASONABLE ARRANGEMENTS for delivery
3) NOTIFIES the buyer
When has a seller completed his delivery obligation under a destination contract?
Look for FOB followed by City name. Obligation satisfied at delivery
When does the risk of loss shift?
If Delivery by common carrier: Risk of loss shifts once seller has met his delivery obligations.
If Seller is a merchant: shift to buyer on the buyer’s receipt of goods.
If non-merhcant: shifts to buyer upon tender of goods
What are the tricky issues about express warranties?
1) Look for mere puffing “top quality” “best one around”
2) seller’s demonstration of a floor model, and then buyer asks to purchase same model, will bring up an Express Warranty
3) CANNOT BE DISCLAIMED
What is the Implied Warranty of Merchantability?
When and goods are purchased from a Merchant (deals in goods of that kind), a term is automatically added to the contract, that the goods are fit for their ordinary purpose
*CAN BE DISCLAIMED BY 1) “as is” or “with all faults” 2) MUST BE CONSPICUOUS