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REG > R5 - Contracts & Sales > Flashcards

R5 - Contracts & Sales Flashcards

1
Q

Elements of a contract

A
  • offer&acceptance
  • consideration
  • lack of defenses
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2
Q

termination of offer

A
  • revocation by offeror
  • rejection by offeree
  • Law (death or illegality)
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3
Q

elements of Offer

A
  • intent to offer
  • definite terms
  • comm with offeree
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4
Q

necessary terms UCC & RISE

A

UCC- only qty is required OR output/reqs contracts

RISE- offeree, price, time, qty, type of work

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5
Q

RISE revocation exception.

irrevocable offers

A
  • option contracts - consid give to keep open
  • unilateral cntcts- did something to keep open
  • merch firm offers
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6
Q

RISE acceptance

A
  • when sent

- mirror image required

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7
Q

element of consideration

A
  • legal value - benefit & detriment
  • —not something u alread have to do
  • —fairness not reqed
  • bargained for exch - influenced decision
  • —-gifts not count —moral/past Not count
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8
Q

RISE Defenses against breach of contract

A 
FRAUD-Maids
innocent misrep
duress
undue influence
mutual mistake
illegality
minor
intoxication - not know nature&sig of cntct
mental incap
stat of FRAUD- MYLEGS-written
Stat of limits- 4-6 yrs after breach
-impossibility
-accord and satisf
-novation
-conds to perf
-prevention of perf
-parole evid rule
-unconscionability
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9
Q

FRAUD - must prove MAIDS

A 
Material fact
Actual reliance
Intent to have party rely
Damages
Scienter - knew of falsity
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10
Q

Duress

A

phys-void

econ/social-voidable

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11
Q

unilateral mistake

A

defense for you if the other party knew or shouldve known of ur mistake

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12
Q

Statute of frauds- MYLEGS

A

Marriage
Year longer contracts (>1)-except if party partially perf
Land - except if lease for one yr or pty partially perf
Executors paying estate debts
Goods >500
Surety - pay debt of another

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13
Q

accord & satisfaction

A

accord- agmt to subs one cntct for another
satisfaction - execution of accord

discharge the original duty

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14
Q

Novation

A

change one of the parties for another one. all must agree.

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15
Q

prevention of perf

A

they dont let you perform-> you’re discharged from having to

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16
Q

parole evidence rule

A

no prior or concurrent oral statements (of whenn contract was made)
only future stuff allowed

17
Q

Remedies for when someone breached

A

mat breach- discharged; minor breach: damages$

anticip repud - wait & sue later OR sue now

18
Q

Damages to recover

A

compensatory- $ costs to substitute
consequential - damages reas forseeable
spec perf- special manuf goods&land NOT svces
liquidated - clause on contract -only if reas and not penalty
punitive - only for FRAUD
rescission- get back to original position
–RISE- cant cancel if susbt perf- only $damages
—UCC- CAN cancel- perfect tender requried

19
Q

Limits on damages

A

Foreseeable and mitigated

20
Q

3rd party beneficiaries

A

must be intended NOT incidental

intended- donee or creditor

21
Q

assignment of all rights

A

=assignment of contract= assignment of rights and delegation of duties

22
Q

warranties of ASSIGNOR

A
  • have rights to assign
  • will not interfere
  • no knowl that impacts value
23
Q

Merchant firm offer (irrevocable;UCC)

A
  • by merchant
  • written& signed
  • asssurances given tokeep open

cant last >3mths

24
Q

UCC acceptance

A

mirror image NOT required (unless bet merch)

promise to ship or actual shipment=acceptance

25
Q

nonconforming goods & promise to ship

A

if you reas notify = accommodation = counteroffer

26
Q

nonconf goods & shipment

A

acceptance & breach of cntct - can sue

27
Q

UCC Defenses against breach

A

FRAUD- MAIDS
St of Limits - 4 yrs
St of Fraud - myleGs
impossibility & IMPRACTICABILITY

28
Q

exceptions to St of Fraud - UCC - myleGs

A

not need to be in writing to be enforceable

  • Special manuf goods
  • written conf bet merch
  • Admitted contcts in court
  • Performed contracts
29
Q

ROL passing NO agmt

A 
Carrier - depends on type of delivery (shipment or destination)
NONcarrier- depends on MERCH (@actual del))
 or NONMERCH (@tender of del
30
Q

ROL sale on approval

A

ROL on seller until buyer approves

31
Q

Nonconf goods ROL & Title

A

title passes to buyer at delivery but ROL stays with seller.

title goes back to seller when buyer rejects

32
Q

Warranties

A

Express- fits facts and descriptions
Title
Merchantibility - orig purpose - ONLY by merch
fitness- special purpose - trust they will select appropr good

33
Q

Disclaiming warranties

A

Express- cant disclaim
Title- only by specific Lang NOT general
Merch- gen discl or use word “merch”
fitness- gen discl or “as is”

34
Q

Tort Liab - Negligence - must prove

A

duty of care owed
failed to care
damages happened
caused by negligence

35
Q

Tort Liab- Strict Product Liab - must prove

A 
Defective prod
caused injury
unreas dangerous
merchant in bus of selling this stuff
no subst change to prod
36
Q

Remedies UCC Buyer & Seller

A
  • Anticip repud- wait or sue
  • demand assurances
  • punitive damages- only fraud
  • duty to mitigate- cant recover if could’ve avoided
37
Q

Remedies UCC- Seller

A
  • cancel & sue for damages
  • stop goods in transit OR Reclaim from buyer(within 10 days)
  • resell to someone else and sue for diff
  • full contract + incidental
  • liquidated damages- if reas & no penalty
38
Q

Remedies UCC- Buyer

A
  • Reject for nonconf (right to inspect BEFORE pmt)
  • cancel/rescind
  • sue for damages
  • —-acceptnonconf&sue for diff
  • —-rejected/undelivered
  • ———–COVER-buy subst & sue seller for diff
  • specif performance-unique goods & cant cover
  • replevin- get them from seller if wrongfully in hands
  • seller insolvency- if have paid then u recover goods
39
Q

Entrusting & Voidable title

A

GR: cant give better title than u have EXCEPT:
entrusting: entrusted to seller and he sells in ordinary course-> that buyer has legit ownership
voidable title: tricked into giving title to someone and that person sells it -> buyer has legit ownership

REG (8 decks)

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