Rules

Question 1

3 elements of an enforceable contract

Answer 1

1) There was an enforceable contract 2) The performance was due 3) There was a failure without excuse to perform

Question 2

Competing policies to contracts

Answer 2

1) Freedom on contract (freedom to agree/disagree) 2) Predictability (ability to plan) 3) Efficiency and fairness

Question 3

Promise

Answer 3

Manifestation of intent to act or refrain from acting in a specified way so made as to justify a promise in understanding that a commitment has been made

Question 4

Objective theory of contracts

Answer 4

Looks at similarly situated reasonable recipient would infer under the circumstances, give words ordinary and technical meanings

Question 5

What is a “good” under UCC

Answer 5

Moveable and identifiable objects at the time of identification to the contract

Question 6

Factors of the predominant purpose test

Answer 6

Cost of service, lang of contract, description of parties, purpose/intent, indefinite or definite descriptions of products, Were parts of the products listed

Question 7

What is a sale

Answer 7

Passing of title from seller to buyer for a price

Question 8

What is a transaction?

Answer 8

A sale

Question 9

Manifestation of assent rule proof

Answer 9

offer and acceptance

Question 10

What is an offer

Answer 10

The manifestation of willingness to enter into a bargain so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it

Question 11

Acceptance

Answer 11

Manifestation of assent by the offeree to the terms of the offer in the manner invited by the offeror

Question 12

Formation of a contract requires what two things

Answer 12

A manifestation of a mutual assent to an exchange and a consideration

Question 13

Reasonably certain requires what two things

Answer 13

Provide a basis for determining the existence of a breach and gives appropriate remedy

Question 14

Indefiniteness

Answer 14

The legal conclusion that says the terms of the alleged contract are too vague for a court to conclude a contract was made

Question 15

Acceptance rule proof

Answer 15

Who - the offeree
What - general rule = mirror image, exception is UCC 22-07
How - Bi - by another promise, Uni - by performance
When - in terms and conditions set forth by the offeror OR if not specified then in a reasonable time

Question 16

Ways to terminate an offer

Answer 16

Revocation, death/incapacity, lapse of time, conditional terms not met, rejection/counter offer

Question 17

Consideration rule and rule proof

Answer 17

• bargained-for exchange
• Did the -or seek something, did the -or seek that something in exchange for the promise, did the -er give something, did the -er give something in exchange for that promise

Question 18

Forbearance of a claim = consideration (modern & traditional)

Answer 18

• Modern is the dyer case which states as long as well founded OR even if groundless the claimant honestly believes the claim is valid
• Traditional is the schnell which is both well founded and good faith claim

Question 19

Modified agreements (modified and traditional)

Answer 19

• Traditional rule = any modification needs new consideration
• Modern = If the modification was made in light of unforeseen circumstances & was fair and equitable, it would be enforced despite the absence of consideration
• UCC = Modification must be made in good faith and no consideration is necessary

Question 20

Promissory Estoppel (rule and proof)

Answer 20

• Enforcement based upon reliance on a promise
• Promise, -or reasonably foresee reliance, -ee relies and faces detriment, -ee reasonably relied, need to enforce to prevent injustice

Question 21

Promissory Restitution (rule and proof)

Answer 21

• Enforcement based on a promise because of material benefit previously conferred
• Promise, based upon past consideration, past consideration provided. the benefit to -or, need to enforce to prevent injustice

Question 22

Statute of Frauds definition & 6 situations

Answer 22

• Exception to the general rule that oral contracts are enforceable
• M (marriage), Y (cannot be performed in a year), L (Land), E (Executory), G (Goods $500 or more), S (Suretyship - agreeing to be liable for another’s debt)

Question 23

Statute of frauds common law writing req

Answer 23

Must be signed by the party charged and include: the identity of the contracting parties, the subject matter of the contract, and essential terms

Question 24

Infancy (Rule and test)

Answer 24

• Voidable unless a contract for necessary

- Necessary = whether the subject is usually considered a necessary, if it was necessary to that specific minor

Question 25

Predominate purpose test

Answer 25

Purpose of the contract, way parties were identified, costs, specified lists or unspecified lists of goods, language of the contract

Question 26

Misrepresentation rule and proof

Answer 26

• Assertion not in accord with the facts
• There was a misrepresentation, misrepresentation was either fraudulent or material, the misrepresentation induced the recipient to enter into the contract, recipients reliance on the misrepresentation was reasonable

Question 27

Fraudulent rule and proof

Answer 27

• A misrepresentation is fraudulent if the maker intends his assertion to induce a party to manifest his assent and the maker
• knows or believes that the assertion is not in accord with the facts, or does not have the confidence that he states or implies in the truth of the assertion, or knows that he does not have the basis that he states or implies for the assertion.

Question 28

Material rule

Answer 28

A misrepresentation is material if it would be likely to induce a reasonable person to manifest his assent, or if the maker knows that it would be likely to induce the recipient to do so.

Question 29

Counter offer

Answer 29

Statement from the offeree to the offeror, relating to the same subject matter as the original offer but suggesting a substituted bargain from the OG terms

Question 30

Rejection

Answer 30

Rejection is a manifestation of intent not to accept an offer

Question 31

SOF Ucc Req

Answer 31

1) Sufficient info on the subject matter, signed by whom enforcement is sought against or 2) If there is a writing in confirmation that is sufficient and received and party knows its content and do not object within 10 days or 3) Specially manufactured for the buyer and there is a substantial beginning of producing

Question 32

Material Misunderstandings & different outcomes

Answer 32

stop the formation of a contract if two parties attach materially different meanings to part of the contract (R 2d 20)

• Doesn’t apply if one party’s understanding because of their fault is less reasonable than the others understanding
• Only applies when the parties have different understandings of their expression of agreement
• If one person knows the others misunderstanding and is taking advantage of it then the party who doesn’t know wins
• If both parties know of the misunderstanding then no enforcement

Question 33

Disclosure rule and exceptions

Answer 33

General rule = no duty to disclose

Exceptions:

• Fiduciary relationships
• A duty to clarify a prior statement that requires additional disclosure to avoid misleading the other

Question 34

Req contract

Answer 34

• purchaser agrees to buy all of its need exclusively from a particular supplier and the supplier agrees to fill those needs, governed by the UCC
• Req contract is governed by UCC 2-306(1) in which the actor must act in good faith in determining the requirements/outputs needed

Question 35

Option Contract defin (and common law & UCC req for consideration)

Answer 35

A contract to keep an offer open for a specified amount of time

• General rule needs consideration
• Common law = Requires only a writing signed by the -or that recites purported consideration for the promise and proposes an exchange on fair terms within a reasonable time
• UCC = An offer by a merchant in signed writing that it will be open doesn’t need consideration but cannot exceed 3 months and must be signed by party charge is against

Question 36

Offer v Promise

Answer 36

• Offer is a commitment if you accept and a promise is an actual commitment

Question 37

Illusory promise

Answer 37

An agreement which a party gives consideration a promise that does not actually obligate them to anything

Question 38

UCC 2-207 battle of the forms

Answer 38

• General rule is that additional terms are not a part of contract
• Exception is among merchants if they arent materially different or person doesn’t object then they are apart of the contract, if acceptance did not occur but performance began then knockout rule applies