VA Contracts Flashcards
Requirements for a valid contract
Offer, Acceptance, Consideration, Legality, Capacity
Definition of Consideration
A bargained-for exchange that induces a detriment to the promisee or a benefit to the promisor
Statute of Frauds in Virginia
Certain contracts must be in writing to be enforceable, including contracts for the sale of goods over $500, contracts that cannot be performed within one year, and contracts for the sale of real property
Parol Evidence Rule
Prohibits the introduction of evidence of prior or contemporaneous agreements that contradict a written contract, unless exceptions apply
Elements of a Breach of Contract Claim
Existence of a valid contract, Plaintiff’s performance or excuse for non-performance, Defendant’s breach, Damages resulting from the breach
Remedies for Breach of Contract
Legal remedies (damages), Equitable remedies (specific performance, injunction), Restitution
Anticipatory Repudiation
When one party unequivocally indicates that they will not perform their contractual obligations before performance is due
Unconscionability
A defense that allows a court to refuse to enforce a contract that is so unfair or one-sided that it shocks the conscience
Promissory Estoppel
A promise is enforceable without consideration if the promisor should reasonably expect to induce action or forbearance, and such action or forbearance is actually induced
Doctrine of Impracticability
Performance is excused when it becomes excessively burdensome due to an unforeseen event, and the non-occurrence of the event was a basic assumption of the contract
Mirror Image Rule
Acceptance must exactly match the terms of the offer; any deviation constitutes a counteroffer
Mailbox Rule
Acceptance is effective upon dispatch if properly mailed, even if never received by the offeror
Option Contract
A separate contract in which the offeror agrees to keep the offer open for a specified period in exchange for consideration
Quasi-Contract
An obligation imposed by law to prevent unjust enrichment, even in the absence of a contract
Unilateral Contract
A contract in which one party makes a promise in exchange for the other party’s performance
Bilateral Contract
A contract in which both parties exchange promises to perform
Unilateral Mistake
One party is mistaken about a basic assumption; the contract is voidable if the mistake is material and the other party knew or should have known of the mistake
Mutual Mistake
Both parties are mistaken about a basic assumption on which the contract is based; the contract is voidable by the adversely affected party
Duress
A contract is voidable if one party is forced to enter into it through wrongful threats or coercion
Undue Influence
A contract is voidable if one party exerts excessive pressure on the other, taking advantage of a position of power or trust
Consideration: Adequacy
Courts generally do not inquire into the adequacy of consideration, as long as it is legally sufficient
Fraud in the Factum
A contract is void if one party is deceived as to the nature of the document being signed
Fraud in the Inducement
A contract is voidable if one party is misled into entering the contract by false representations
Past Consideration
Generally not valid consideration; a promise based on past acts is unenforceable
Pre-Existing Duty Rule
A promise to perform a pre-existing duty is not valid consideration unless there is a new or different consideration
Accord and Satisfaction
An agreement to accept a different performance to discharge an existing obligation, followed by the performance of that agreement
Novation
Substitution of a new contract or party for an old one, with the consent of all parties involved
Assignment of Rights
Transfer of contractual rights to a third party; assignor’s rights are extinguished and assignee acquires those rights
Delegation of Duties
Transfer of contractual duties to a third party; delegator remains liable if the delegatee fails to perform
Third-Party Beneficiary
A person who is not a party to the contract but stands to benefit from its performance; can enforce the contract if intended
Trade Usage
Parties to sales contracts may use terms that are generally accepted
in trade usage, when such terms should be reasonably understood by the parties.
Installment Contract
Installment contracts regarding sales of goods are permitted and regulated by the Uniform
Commercial Code, Article 2. Where the parties have entered an installment contract, latedelivered goods may be rejected only if the late delivery substantially impairs the value of the
goods. Additionally, if the value is substantially impaired, the buyer may cancel the contract so
as not to continue receiving future installments. The buyer must do this within a reasonable
time and must give notice to the seller. The buyer will be entitled to damages, which are
calculated as the difference between the market value of the goods and the contract price, plus
lost profits. When buyers recognize goods will be late in delivery, they may be required to
attempt to mitigate by obtaining the goods elsewhere and selling them. However, where the
seller continues to make assurances that the delivery is coming and the contract will be fulfilled,
buyers are not required to cover elsewhere.
Acceptance of Nonconforming Goods
A buyer that has accepted non-conforming goods may keep the goods, attempt to sell them and
mitigate any loss, and then to recover damages for any loss resulting from the breach, including
lost profits.
Detinue as Contract Remedy
Definition: Detinue is the legal action used in Virginia to recover goods wrongfully withheld by another party.
Context: Under the UCC, this remedy is known as “replevin” in other jurisdictions.
Statutory Reference: Va. Code Ann. § 8.2-716(3)
Application: Used when a buyer has made at least partial payment for identified goods and the seller has failed to deliver the goods as required by the contract.
