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LAS204 - Contracts > Week 4 - Test 1 > Flashcards

Week 4 - Test 1 Flashcards

1
Q

rules that are applied to resolve contract disputes and to determine parties’ intentions

A

Rules of Construction

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2
Q

6 basic components of a contract

A
  1. identifications
  2. recitals
  3. consideration
  4. definitions
  5. body
  6. signatures
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3
Q

4 things the identifications section of a contract includes

A
  1. title
  2. identity of parties
  3. how parties will be referred to
  4. date of signing
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4
Q

Use the (1) to get accurate, up to date information on companies

A

Office of the Secretary of State

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5
Q

short statement that provide background or explain the reasons for the contract ; not technically part of the contract

A

recitals

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6
Q

a reference to an outside document, making that document part of a contract

A

incorporation by reference

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7
Q

If including a list of (1), it is extremely important to use them consistently throughout the contract

A

defined terms

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8
Q

2 things thte body of the contract describes

A
  1. obligations of the parties

2. consequences of failure to meet those obligations

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9
Q

Signatures will have to be witnessed by a (1) if the contract will be (2). These can serve as (3) in court.

A
  1. notary public
  2. recorded
  3. testimony
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10
Q

person authorized by state to administer oaths, certify deocuments, attest to the authenticity of signatures, and perform other official acts

A

notary public

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11
Q

to file a document with the official charged with keeping documents such as deeds and judgments

A

record

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12
Q

complies with formalities and can serve as testimony in court

A

self-proving document

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13
Q

a writing, intended by the parties to be a final embodiment of their agreement, cannot be modified by evidence that adds to, varies, or contradicts the writing. Assumes that what went on before the writing of the contract is irrelevant.

A

parol evidence rule

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14
Q

final and complete agreement

A

integrated

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15
Q

contract provision stating that the document is the complete and final statement of agreement

A

merger clause

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16
Q

5 questions that should be asked regarding parol evidence rule

A
  1. Was the contract integrated?
  2. Does oral evidence contradict contract or clarify it?
  3. Does the oral evidence show some way the contract may be void or voidable?
  4. Was there a separate/subsequent agreement (supported by consideration)?
  5. Does evidence indicate the existence of a condition precedent, such that agreement may never have become effective?
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17
Q

a separate, later agreement that changes or modfies the original agreement

A

subsequent agreement

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18
Q

Rules of construction: In choosing an interpretation of a contract, courts generally favor the (1). They also favor an interpretation that results in an (2). (3) are very important in establishing intent.

A
  1. party who drafted the contract (generally the offeror)
  2. effective contract
  3. Previous dealings
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19
Q

Rules of construction: Words are generally given their (1) unless another intention is clear. Courts will also frequently look at (2) to ascertain intent. (3) are generally interpreted to make sense with the rest of the agreement.

A
  1. commonly accepted meanings
  2. surrounding circumstances
  3. Disputed terms
20
Q

Rules of construction: (1) terms govern over (2) terms. Terms negotiated (3) govern over (4). (5) terms govern over (6). (7) figures govern over (8).

A
  1. Specific
  2. general
  3. individually
  4. boilerplate
  5. Handwritten
  6. preprinted
  7. Spelled out
  8. numbers
21
Q

“Standard” contract language used in many contracts without adaptations to individual circumstances

A

boilerplate

22
Q

Never (1) the original of a contract.

A

unstaple

23
Q

automatic renewal provisions in a contract, for which notice must be given to avoid renewal

A

evergreen clauses

24
Q

Keep a good eye one (1) privisons, also called escalation/de-escalation clauses.

A
  1. indexing
25
Q

Activity conduced to find security interests in personal property that have been recorded under UCC Article 9

A

UCC Search

26
Q

Account held for the benefit of others, into which parties typicall deposit documents, instructions, and funds for a transfer of property

A

escrow

27
Q

transfer of interst in property or some right (contractual entitlement) to another

A

assignment

28
Q

evidence that property is security for debt, typically filed with the secretary of state

A

UCC Financing Statement (lien)

29
Q

warranties created by the written or spoken word, demonstration, or depiction of a product

A

express warranties

30
Q

an implied wwarranty, given by a merchant seller, that goods are fit for usual purpose

A

implied warranty of merchantability

31
Q

implied warranty that arises when seller makes a recommendation

A

warranty of fitness for a specific purpose

32
Q

feature in word processing software that enables changes in a document to be tracked

A

redline

33
Q

contract provision that in the event that one part of the contract is found to be invalid, the rest of the contract shall remain in effect

A

severability clause

34
Q

pass contractual obligations to another

A

delegation

35
Q

overly formal, often archaic language sometimes used in legal documents

A

legalese

36
Q

the subject of the sentence acts – clarifies expectations in a contract

A

active voice

37
Q

subject is acted upon

A

passive voice

38
Q

A contract is (1) to the client. It also must be (2) and (3) to the client

A
  1. personal
  2. communicated
  3. understandable
39
Q

5 basic things to remember in drafting contracts

A
  1. objective
  2. drafting
  3. logic
  4. editing
  5. legal concepts
40
Q

Be (1), even if (2) wrong.

A
  1. consistent

2. consistently

41
Q

Once you use a form, you (1)!

A
  1. own it
42
Q

It is ok to include (1) or (2) material in a contract if the client demands it, but cover yourself!

A
  1. illegal

2. unenforceable

43
Q

A contract should flow from the (1) to the (2)

A
  1. most important

2. least important

44
Q

Incorporation by reference is NOT the same thign as (1). It allows reference to (2).

A
  1. integration (e.g., merger clause integrating prior discussions)
  2. outside materials (exhibits, etc.)
45
Q

Boilerplate is (1) that does NOT refer to the (2)

A
  1. standard language

2. parties

46
Q

Severability allows (1) or (2) of (3) to allow a contract to be enforceable overall. The language in this type of clause is generally (4).

A
  1. removal
  2. modification
  3. unenforceable parts
  4. boilerplate

LAS204 - Contracts (28 decks)

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