R6- Contracts Flashcards
1
Q
What must a contract contain?
A
- Offer & Acceptance
- Exchange of Consideration
- Proper form (oral or written)
- Lack of Defenses
- Legal subject matter
- Competent parties
2
Q
What forms may acceptance of a contract take?
A
- Meeting of the Minds
- Can be written or oral
- Must be in the form/method required by offeror
- Must be mirror image- i.e. no changes in terms
3
Q
Who can accept an offer?
A
- Must be accepted by intended party (offeree)
- Definiteness & Certainty
- They must intend to accept
- Acceptance can only be made by a party who knows an offer has been made and has all of the facts
4
Q
What happens if an offeree accepts a contract but puts added stipulations?
A
It is not acceptance
- But instead becomes a counter-offer and the original offeror is now the offeree
5
Q
When is an offeror bound by a contract?
A
- When they RECEIVE the acceptance.
- If the offeree rejects; then accepts
- Whatever gets to the offeror first is what is binding.
6
Q
What will void an offer?
A
- Destruction of Subject Matter & Illegality
- If offeror dies or becomes insane before acceptance; offer is void.
- Contract is binding if acceptance occurs before death/insanity.
7
Q
What actions or circumstances will revoke a Offer/contract?
A
– Offeror revokes and offeree receives revocation
- Offeree finds out prior to acceptance that offeror has sold the item
- In the case of an Option;
–Offeror cannot revoke until the time of the option has elapsed
- Initial rejection by offeree doesn’t void the option.
8
Q
What is an Option?
A
Some amount of consideration (like money) is put forth by offeror to keep the offer open for a stated period of time
9
Q
What is a Requirements Contract?
A
- These are contracts where someone becomes the exclusive provider of something in exchange for consideration
10
Q
What is Detrimental Reliance/Promissory Estoppel?
A
- Promises to donate are legally enforceable
- One Party detrimentally relied upon by another can be enforced without consideration
11
Q
What can make a contract VOID?
A
- Fraud in the execution
- Formed under extreme duress
- Extreme Illegal
12
Q
What can make a contract VOIDABLE?
A
- Fraud in the inducement
- Party not competent to contract
- Formed under SIMPLE duress
- Undue influence
13
Q
What is the result of a clerical error in a contract?
A
- The contract is unenforceable.
14
Q
Contracts under the Statute of Frauds must be in what form to be valid?
A
They must be in writing.
15
Q
What kinds of contracts are subject to the Statute of Frauds?
A
- Marriage
- Cannot be completed within one year
- Involves the purchase of Land/real estate
- $500+ Sale of Goods
- Executors
- Surety: Co-signing and guaranteeing the debt of another
“MY LEGS”
16
Q
What is the parol evidence rule?
A
- Prevents one party to a written contract from coming in after the fact and claiming that a certain conversation took place that conflicts with what is agreed upon in the written contract
- It also prevents using an oral argument to read into the meaning of what is written on paper
- If it’s on paper; it trumps what was agreed-upon orally prior to the written contract
Note: does not negate oral agreements made AFTER the contract or disallow oral words from clarifying ambiguous contract language.
17
Q
What are the requirements for the assignment of a contract?
A
- Contracts are assignable to a third party beneficiary; but must be done so in good faith
- Obligations may be assignable
- Assignor is still liable
- Assignor may be released from liability if other party grants a novation
18
Q
When can contracts be discharged by law?
A
- Party under contract is bankrupt
- Party under contract dies or is incapacitated
Party cannot physically complete the contract
(i.e. They are in prison so can’t finish building your house)
19
Q
What is a Executory Contract?
A
- If duties remain to be performed
- Partially: One party has performed
20
Q
What are Governed by Common Law?
A
- Real Estate, Insurance, Services & Employment: “R.I.S.E.”
21
Q
An Offer for the Sale of Goods generally need only include?
A
- UCC
- The Quantity Term
22
Q
An Offer to create a contract under Common Law must include:
A
- Identity of Offeree
- The Price
- Time of Performance
- Quantity involved
- Nature of the work to be performed
23
Q
What are the Limitations on the Offerer’s Power to Revoke an Offer?
A
- Irrevocable Offers:
- Option Contract: Keep option open for consideration
- Unilateral Contracts
- Merchant’s Firm Offers under UCC Sales
24
Q
Once an offer is effectively rejected, can it be accepted?
A
- No
25
An attempted acceptance that changes some of the terms or adds new terms is?
- Not a Valid Acceptance
- Is a Counter-offer
26
Mailbox Rule, Acceptances are generally effective when?
- They are Dispatched
- Irrelevant if a properly addressed acceptance is lost or delayed
27
The Offeror can opt-out of the Mailbox Rule by stating the in the offer that?
Exception to Mailbox rule:
- Acceptances must be Received to be effective
28
What is consideration of a Contract?
- Both sides must be supported by Legally Sufficient Consideration
- Law will NOT enforce Gratuitous Promises
29
What are the 2 Elements of Consideration?
- Something of Legal Value
- Bargained for Exchange
30
Element of Legal Value for Consideration, Need Not?
- Have Monetary Value
- Flow to Party
- Courts will NOT inquire into Adequacy: Not a Sham
- Preexisting Legal Duties Generally not Sufficient
31
To make a modification of a new or different Consideration Enforceable:
- UCC: In Good Faith
- R.I.S.E: Give Consideration
32
A contracting party can establish the Defense of Fraud if they can prove:
- Misrepresentation of Material Fact
- Scienter: Knew statement was false/Reckless disregard
- Intended to induce the victim
- Actual & Justifiable Reliance
- Damages
"MAIDS"
33
What is a Scienter?
- Intent to Deceive
- Misrepresentation with Reckless Disregard
- Constructive Fraud
- Gross Negligence
34
When are Punitive Damages ONLY awarded for?
- Fraud
35
Promises Not to compete are illegal under what law?
- Antitrust Law
36
When is it enforceable for Promises not to compete?
Only when Reasonable:
- Employment Contracts
- Sale of a Business
37
What are the Exceptions for contracts not having to be written being performed within a Year?
- When it is possible to Perform in one Year
- Full Performance by One Party
38
When do Land Contracts NOT have to be written form?
- Leases for Less than a Year
- Full or Partial Performed
39
What is a Accord & Satisfaction & Substituted Contract?
- Same Parties But New Agreement
40
What is a Novation?
- Same Agreement but Substituted Party
41
Common Law, If there has been a Material or Substantial Breach, the Non-breaching party can?
- Can be discharged from the contract
42
If the breach is only Minor, the Non-breaching party?
- Not discharged but entitled to damages
43
What is the intention of Money Damages for the Non-breaching Party?
- In a good position as they would have been, had there be no breach
44
What is the Purpose of Compensatory Damages?
- Standard of measure for personal service contracts
- Enough money to obtain substitute performance
45
What is the Purpose of Consequential Damages?
- Collect damages that are reasonably foreseeable as a result of the breach
- In addition to Compensatory Damages
46
What is a Quasi- Contract/Restitution Damages?
- Used when there is No contract but one party confers a benefit on another at the other's Request
- With reasonable expectation of being compensated
47
What are the Limitations of Monetary Damages?
- Consequential Damages: Foreseeability
- Mitigation
- Reasonable Efforts to Avoid Damages
48
For 3rd Party Beneficiaries to have rights they need?
- Must be named or specifically described in the contract
- Incidental Beneficiaries have no rights
49
What is the General Rule for the parties to the contract to have rights?
- People: Privity of contract
- 'Intended' 3rd Party Beneficiaries
50
When can a contract NOT be Assigned or Delegated?
When the assignment will:
- Change the Obligor's Risk
OR
- Delegated duty involves: Specialized personal services
51
How is a Requirements Contract limited?
- Companies can't get locked in to one
&
- Then have market conditions force them to sell something at what has become an unreasonable price
52
What is governed under the Statutory Law?
- Uniform Commercial Code: 'UCC' (Sale of Goods)
53
54
What types of Conditions affecting Performance may validly be present in contracts?
- Precedent
- Concurrent
- Subsequent
