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CONTRACTS > VOCAB, APPLICABLE LAW, and FORMATION > Flashcards

VOCAB, APPLICABLE LAW, and FORMATION Flashcards

1
Q

Unilateral K

A

offer requires performance as the only possible method of acceptance

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2
Q

Bilateral K

A

MOST COMMON

bilateral unless:

  1. reward, prize, contest
  2. expressly requires performance for acceptance
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3
Q

Quasi Contract

A

equitable remedy

  • K rules don’t apply
  • if K unfair disposition
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4
Q

Mixed Deals (Ks) (rule)

A

all or nothing/more important part
(if K divides payment, divide UCC and CL)

ex1. car and driving lessons - UCC
ex2. yo-yo and lessons- CL

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5
Q

Offer (2)

A
  1. one person’s manifestation of willingness to contract

2. a valid offer requires INTENT and CONTENT

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6
Q

Content Problems (offer)(3)

A
  1. missing price term
    real estate- PRICE and DESCRIPTION
    sale of goods - NO PRICE REQ
  2. vague/ambiguous material terms (CL or UCC)
    - appropriate, fair, reasonable
  3. “Requirement/Output Ks”- not considered vague
    - all, only, exclusively, solely
    - INCREASE not “unreasonably disproportionate”
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7
Q

Context of Offer (advertisements)(rule)(3 except)

A

an advertisement of price quotation is not an offer

EXCEPTIONS:

  1. unilateral reward offer
  2. ad specifies QUANTITY and WHO ACCEPTS
  3. price quotation in response to inquiry
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8
Q

Offer Termination (4)

A
  1. Lapse of time (time stated/ reasonable time)
  2. Death of party prior to acceptance
  3. words or conduct of OFFEROR
  4. words or conduct of OFFEREE
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9
Q

Death of a Party (offer termination)(rule)

A

Death or incapacity of EITHER party after the offer but before acceptance terminates

EXCEPTION: irrevocable offers

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10
Q

Revocation (offeror) (2)

A

generally offers can be freely revoked by the offeror

  1. unambiguous STATEMENT by O’or to O’ee of unwillingness or inability to K
    or
  2. unambiguous CONDUCT by O’or indicating an unwillingness or inability to K that O’EE IS AWARE OF
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11
Q

Irrevocable Offers (4)

A
  1. Option (offer +2)
    (i) promise to keep open (ii) supported by consid
  2. Firm Offer (offer +3)
    (i) buy or sell goods (ii) signed written promise to keep open (3 mo) (iii) MERCHANT
  3. Reliance
    (i) reliance (ii) reasonably foreseeable (iii) detrimental
  4. Unilateral K- start of performance makes irrevocable
    * watch for mere preparation
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12
Q

Rejection (offeree)(4)

A
  1. DIRECT

INDIRECT:

  1. counteroffer
  2. conditional acceptance
  3. “mirror image rule”
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13
Q

Counteroffer

A

terminates the offer and creates a new offer

  • bargaining does NOT TERMINATE offer
  • counteroffer does NOT TERM options
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14
Q

Conditional Acceptance (CL vs UCC)

A

“if”, “only if”, “provided”, “so long as”, “but”

CL: rejects and counteroffer to be accepted by conduct

UCC: rejects

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15
Q

“Mirror Image Rule” (CL)

A

a response to an offer that ADDS NEW TERMS is treated like a counteroffer rather than an acceptance

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16
Q

“Mirror Image Rule” (UCC) (2 questions)

A

ABOLISHED- new terms NOT A REJECTION
ASK:

  1. “Is there a contract?”
    - a response to an offer that adds addl or diff terms but does not make the new terms a condition of acceptance is generally treated as acceptance “seasonable express of accept”
  2. “Is additional term PART of the contract?”
    - not a part unless BOTH MERCHANTS
    - even if both, not part if term is MATERIAL or term is OBJECTED
17
Q

Method of Acceptance

A

offeror controls method of acceptance such as

  • time effective
  • whether offered must give notice that it has accepted by performance
18
Q

Acceptance (start of performance fact pattern)

A
  1. verbal offer 2. no response 3. start perf

RULE: start of performance is acceptance, it is treated as an implied promise to perform, so there is BILATERAL K (unilateral-complete perf)

19
Q

Acceptance “Mailbox Rules” (4)

A

effective when:

  1. communications other than ACC- RECEIVED
  2. acceptance- WHEN MAILED
  3. REJ 1st, ACC 2nd- neither until RECEIVED
  4. cannot use mailbox rule to meet an OPTION DEADLINE
20
Q

Acceptance (“wrong goods fact pattern”)

A

acceptance and a breach

21
Q

Accommodation “wrong goods exception”

A

explanation for wrong goods

COUNTER and NO BREACH

22
Q

Person who Accepts (2)

A

generally an offer can only be accepted by:

  1. persons who knows of offer at time of acc
  2. who is the person to whom it was made

offers- CANT BE ASSIGNED
options- CAN BE ASSIGNED unless option states otherwise

23
Q

Consideration (rule) (3 steps)

(FLORIDA)

A

bargained for legal detriment
((FL) DETRIMENT OR BENEFIT)

  1. identify promise breaker (D)
  2. did D ask for something in return
  3. did P sustain detriment
  • a promise can be consideration, beware of ILLUSORY promises
    (ex. S reserves the right to terminate without notice)
24
Q

Consideration Issues (3 most likely)

A
  1. past consideration- NOT consideration
    (except: express request by P’or, and expectation of payment by P’ee)
  2. pre existing K or statutory duty rule (CL vs UCC)
  3. part payment as consideration for release
25
Q

Pre Existing K or Stat duty rule (CL)

A

CL: doing what you are already legally obligated to do is NOT new consideration
*new consideration required for modification

EXCEPT:

  1. addition to or change in performance
  2. unforeseen difficulty so severe as to excuse performance
  3. 3rd p promise to pay
26
Q

Pre Existing K or Stat duty rule (UCC)

A

Article 2 does not have a pre existing duty rule!

-new consideration is NOT REQ to modify a sale of goods K, just “good faith”

27
Q

Part Payment as consideration for release (2)

A

promise to forgive balance of debt

  1. due and undisputed- NOT CONSIDERATION
  2. not yet due or disputed- CONSIDERATION
28
Q 
Consideration Substitutes (rule) (3)
((FLORIDA))
A

a promise is legally enforceable even though there is no consideration if:

  1. written promise to satisfy an obligation for which there is a legal defense enforceable w/out consideration (ex. S of F)
  2. Promissory Estoppel
  3. Seals (treated as some evidence of consid)
    ((FLORIDA))
29
Q

Promissory Estoppel

A

*USE ONLY IF THERE IS NO CONSIDERATION

  1. promise
  2. reasonable, foreseeable, detrimental reliance
  3. enforcement necess to avoid injustice
30
Q

Debt barred by technical Defense (consideration)((FLORIDA))

A

for example S of L, courts will enforce a new promise if:
(1) writing OR (2) part perf

((FLORIDA))
(1) writing AND (2) signed by party to be charged

CONTRACTS (7 decks)

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