Sources of K Law

Question 1

What are some Common Law gap-fillers for Ks for sale of goods otherwise governed by the UCC?

Answer 1

Fraud
Duress
Incapacity (e.g. minors or mentally infirm)

Question 2

Implied-in-Fact Obligations

Answer 2

Consensual agreements that fail to express the entire agreement.

(e.g. failure to state a price will create a duty to pay the “reasonable value” of services or goods)

Question 3

Implied-in-Law Obligations

Answer 3

Aka “Quasi-Contract”

Equitable imposition of a “would-be” K. When a benefit has been conferred, implied-in-law obligations are a remedy to avoid unjust enrichment.

(e.g. emergency services, acceptance of goods that were sent by mistake, or where a K is otherwise unenforceable – like an oral real property K)

Question 4

Quantum Meruit

Answer 4

Cause of action to enforce implied-in-fact or implied-in-law Ks.