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Regulation > R6 > Flashcards

R6 Flashcards

1
Q

What is a contract?

A

A promise that the law will enforce.

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2
Q

When is a contract formed? Unilateral? Bilateral?

A

Unilateral Contract: There is one promise, which is given in exchange for performance. Contract is not formed until performance is completed.
Bilateral Contract: There are two promises – a promise is exchanged for a promise. Contract is formed as soon as the promises are exchanged.

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3
Q

What are the sources of Contract Law?

A

Common Law: Mirror Image – RISE – Real Estate, Insurance, Services and Employment.
Uniform Commercial Code (UCC) Sales Article: Statutory law for the sale of goods.

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4
Q

What are the elements for a legally enforceable contract?

A

Agreement made up of an offer and an acceptance;
Exchange of consideration (legal value)
Lack of defenses.

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5
Q

What is an offer?

A

Statement by an offeror that creates the power of acceptance in the receiver offeree.

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6
Q

What are the differences between a “definite and certain” contract for UCC and Common Law?

A

UCC: Need only include the quantity term.
Common Law: Identify of offeree and subject matter, price to be paid, time of performance, quantity involved, and nature of the work to be performed.

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7
Q

How is an Offer Terminated?

A

Revocation by Offeror: Any time before acceptance.
Rejection by Offeree
Termination by Operation of Law: Death/Incompetency, Destroyed Subject Matter, Illegality.

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8
Q

How is an offer Terminated by Operation of Law

A

Death or Incompetency of Parties.
Destruction of Subject Matter.
Termination by Illegality.

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9
Q

What offers are Irrevocable Offers?

A

Option Contract.
Unilateral Contracts.
Merchant’s Firm Offers

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10
Q

How are Contracts Accepted?

A

Any Reasonable manner.
Common Law: Mirror Image Acceptance.
UCC: Small Changes OK.
Effective Upon Dispatch: Mailbox Rule.

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11
Q

What are the elements of Consideration?

A

Legal Value.

Bargained for Exchange: Given in exchange for Other Consideration.

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12
Q

What are the Defenses to Contracts that make them Void?

A

Fraud in the Execution, Physical Duress, Non existence of Subject Matter, Incompetent, Illegality, MYLEGS.

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13
Q

What contracts are required to be in writing under the Statute of Frauds?

A 
M           Marriage
Y            Year or more to complete
L             Land
E             Executors
G            Goods > 500
S             Surety
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14
Q

What is a remedy? What does it do?

A

What to do when a party fails to perform they are obligated to do.

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15
Q

What is a material or substantial breach under Common Law? Under UCC Law?

A

Common law; discharged if material. Minor; not discharged, entitled to damages.

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16
Q

What are the different types of damages?

A

Compensatory Damages
Specific Performance
Liquidated Damages

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17
Q

What is the difference between an intended 3rd Party beneficiary and an Incidental 3rd Party beneficiary?

A

Intended: Purpose of the parties to the contract to give a benefit directly to a 3rd, they can enforce.
Incidental: No intent to directly confer benefits, 3rd party is incidental, has no rights.

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18
Q

What are the different types of Intended Beneficiaries?

A

Donee: Receive their Interest as a gift. Can sue promisor, not Promisee.
Creditor: A party owes them something. Can sue Promisor or Promisee.

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19
Q

What is the Difference Between and Assignment of Rights and an Assignment of Duties?

A

Assignment of rights: Party gives contract rights to a third party.
Delegation of Duties: Party wants to have a 3rd party perform contractual duties.

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20
Q

Which Goods are Excluded from the UCC Sales Article?

A

Personal Services and Real Estate
Intangible Personal Property
Fixtures attached to land.

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21
Q

What is a Merchant?

A

Deals in goods of the kind sold or who has special knowledge regarding the goods being sold.

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22
Q

What is a Merchant’s Firm Offer?

A

Irrevocable without consideration.
Seller is a merchant;
Offer is in writing and signed by the merchant;
Offer gives assurances it will be kept open for a certain time.

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23
Q

How is a contract accepted under the UCC?

A

Mirror Image Does not apply.
New Or Different Terms will be ignored unless the contract is between merchants.
Promise to ship or by prompt shipment.
Quantity must be states unless output and requirements contracts.

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24
Q

What are the Defenses to UCC Sales Contracts?

A

Fraud
Statute of Limitations – 4 Years
Statute of Frauds – Exception SWAP
Specially Manufactured, Written Confirmation, Admitted in Court, Performed.

25
Q

What are the GR basic steps for Identification and Agreement?

A
  • For ROL and title to pass, the goods must first be identified.
  • Once Identified, the most important factor is the agreement between the parties.
  • If the parties have not agree, ROL is determined by the special rules.
26
Q

What type of contracts involve transportation by Common Carriers?

A

Shipment Contracts: Other than FOB. ROL and title pass to the buyer when the seller delivers to carrier.
Destination Contracts: FOB contracts. ROL and title pass when goods reach the destination and the seller tenders delivery.

27
Q

When does ROL pass For Contracts without a common carrier?

A

Merchant Sellers: ROL passes only when the buyer takes physical possession of the goods.
Nonmerchants: ROL passes to the buyer upon the seller’s tender of delivery.

28
Q

When does ROL pass for Noncomforming goods?

A

ROL is always on the seller, regardless of the shipping terms.

29
Q

When does ROL pass with Sale on Approval?

A

ROL Passes only after the buyer approves.

30
Q

When does ROL pass wih Sale or Return?

A

ROL passes on delivery, but the buyer has the right to return the goods.

31
Q

How must a seller tender goods under the UCC in regards to Warranties?

A

Tender goods perfectly, conforming to all warranties.

32
Q

What are the different types of warranties?

A

Express Warranties, Implied Warranty of Title, Implied Warranty of Merchantability, Implied Warranty of Fitness for Particular Purpose.

33
Q

How does an Express Warranty Arise?

A

Statement of Fact, Descriptions, or Samples – Not Opinion
Creation: Must be part of the basis of Bargain.
Oral or Written

34
Q

How do Implied Warranties of Title Arise?

A

Promise good title and no unstated liens or attachments.

Disclaim with: Very specific Language.

35
Q

How do Implied Warranties of Merchantability arise?

A

Promise goods are fit and safe for normal/ordinary uses.
Disclaimed orally or by saying no warranty of merchantability.
Made only by Merchants.

36
Q

How does Implied fitness for a particular purpose arise?

A

Buyer relies on any seller to select goods for buyer’s particular purpose, seller knows of buyer’s reliance.
Can be made by any seller, as long as buyer relies on seller to pick goods.

37
Q

What is the difference between negligence and Strict Products Liability?

A

Negligence: Failure to use Reasonable Care. Harder to Prove: Duty, Breach, Damages, Causation.
Strict Products Liability: Easier to prove. Focus on the product not seller’s conduct.

38
Q

What must be proven in Strict Products Liability?

A

Prove Defective Product was unreasonably dangerous
Personal Injury
Seller was engaged in that business
Product reached the user without substantial changes.

39
Q

How long does a Copyright last?

A

Author’s Life + 70 Years.

40
Q

What are the uses of a copyright’s fair use doctrine?

A

Criticism and Comments
News Reporting
Teaching

41
Q

How long do patents last?

A

20 Years.

42
Q

What is a patent?

A

Federal Right to Protect an invention, process, or design that is (1) Novel; (2) Useful; and (3) Not obvious to a person skilled in the area.

43
Q

What is Novation?

A

The agreement is unchanged but one of the original parties is released and a new party is substituted into their place.

44
Q

What must be proven in negligent misrepresentation?

A

Plaintiff must show both actual and justifiable reliance on the misrepresentation.

45
Q

When are unilateral mistakes a defense to a contract?

A

Unilateral mistakes are a defense to a contract if the nonmistaken party knew or should have known of the mistake.

46
Q

What does the parol evidence rule prohibit?

A

Oral or written statements made prior to the written contract or oral statements contemporaneously with the written contract, that seek to vary the terms of the written contract.

47
Q

What evidence is admissible under the parol evidence rule?

A

Subsequent Modifications, Evidence explaining ambiguous terms, To Show Fraud/Duress/Mistake.

48
Q

Which contract rights and duties can you not delegate?

A

Personal Service Contracts for special skills, contracts that would materially increase risk, contracts prohibited by law, and insurance contracts.

49
Q

What is undue influence?

A

Undue influence is when a person in a position of trust or confidence takes unfair advantage of the relationship such that the other party’s free will to contract is overcome.

50
Q

When are liquidated damages enforceable?

A

Enforceable if at the time of contracting it appears that the amount of damages in case of breach would be difficult to assess and the amount is a reasonable approximation of damages and not a penalty. Keep up to 500 deposit and any damages not equal to penalties.

51
Q

What is a recission?

A

A rescission “undoes” a contract and restores the parties to the positions they would have been in if no contract were made.

52
Q

What is the perfect tender doctrine?

A

A buyer may reject goods if they do not conform to the contract in any way.

53
Q

What is the shipment of nonconforming goods?

A

An Acceptance and a breach. Not a counteroffer.

54
Q

What is a counteroffer?

A

An attempted acceptance that changes some of the terms or adds new ones.

55
Q

When does title pass with noncomforming goods?

A

Title passes back to the seller when buyer rejects.

56
Q

What is the difference between a copyright and a patent?

A

Copyright: Tangible medium.
Patent: Novel, Not Obvious, and Useful.

57
Q

Under the Sales Article of the UCC, absent specific terms, when does ROL pass?

A

When delivered to common carrier.

58
Q

What constitutes consideration?

A

Placefiller

59
Q

Can contracts be modified without consideration under the UCC?

A

Yes, they can.

Regulation (8 decks)

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