What Defenses can be used?

Question 1

What makes an offer valid?

Answer 1

It is a (1) offeror commits which (2) justifies offeree’s assent and (3) the terms of the offer are reasonably certain.

Question 2

What is a short definition of an offer?

Answer 2

Communicated willingness to bargain seeking another’s assent.

Question 3

What are the material components of an offer?

Answer 3

(1) quantity,
(2) price terms, and
(3) context

Question 4

What is a unilateral contract?

Answer 4

A contract where the offeror promises and the offeree can only accept by performance.

Question 5

What is a bilateral contract?

Answer 5

A contract where the offeror promises and the offeree can accept by promise OR performance.

Question 6

When does quantum meruit apply?

Answer 6

When (1) D received a benefit, (2) D acknowledged/appreciated the benefit, and (3) it would be unjust for D to retain the benefit without paying for it.

Question 7

Under what conditions might an offer be terminated prior to acceptance?

Answer 7

1. Death of either party
2. Revocation
3. Time lapsed
4. Offer is rejected

Question 8

When has an offer been revoked?

Answer 8

When offeror gives an unambiguous indication that is clearly inconsistent with the intent to engage with offeree.

Question 9

Does a revocation need to be direct?

Answer 9

No. It can be direct or indirect.

Question 10

When can an offer be revoked?

Answer 10

Any time prior to acceptance unless:

1. it is for an option contract
2. under UCC it qualifies for the Merchant Firm Offer Rule
3. there is detrimental reliance
4. unilateral contract performance has begun

Question 11

When does the Merchant Firm Offer rule apply?

Answer 11

An offer is firm and irrevocable when it is (1) between merchants to (2) buy/sell goods and (3) is a signed written promise to hold goods.

Question 12

When is an offer accepted?

Answer 12

When the offeree agrees in the manner invited and time required.

Question 13

What is a counteroffer’s effect on the original agreement?

Answer 13

It is a simultaneous rejection and new offer.

Question 14

What is a conditional offer’s effect on the original agreement?

Answer 14

It is an indirect rejection and new offer.

Question 15

Under the UCC and between merchants, what happens when there is an acceptance with new terms?

Answer 15

New terms are automatically part of the deal unless they materially change it.

Question 16

Under CL, what happens when there is an acceptance with new terms?

Answer 16

The acceptance is not on mirror terms with the original offer and therefore it is a new offer.

Question 17

What are 3 ways to enforce a promise?

Answer 17

1. Consideration
2. Material Benefit Rule
3. Promissory Estoppel

Question 18

Will inadequate consideration void a contract?

Answer 18

No. Mere inadequacy of consideration will not void a contract UNLESS the contract is for the exchange of money or items of “clearly fixed” value.

Question 19

What are 4 ways to invalidate consideration?

Answer 19

1. Fraud
2. Mistake
3. Duress
4. Unconscionability (unfair/oppressive)

Question 20

What is past consideration?

Answer 20

A past promise or act which forms the basis of a future promise.

Question 21

What is an illusory promise?

Answer 21

A promise that makes a promisor’s performance optional.

Question 22

What is promissory estoppel?

Answer 22

When a promisee (1) suffers a detriment, (2) by relying (3) in good faith on a donor’s (4) reasonable promise, it becomes binding and enforceable if (5) injustice can be prevented by doing so.

Question 23

What is the Material Benefit Rule?

Answer 23

A (1) promise made regarding a (2) material benefit previously received is binding to the extent necessary to (3) prevent injustice.

A promise is not binding: (a) if (4) given as a gift or the promisor has not been unjustly enriched; or (b) to the extent that its value is (5) disproportionate to the benefit.

Question 24

What qualifies as performance?

Answer 24

An act, forbearance, return promise or specific performance.

Question 25

Do contract modifications require consideration under CL?

Answer 25

Yes. According to the preexisting legal duty rule, if a party has a preexisting duty to perform, modification made without consideration is voidable.

Question 26

Do contract modifications under UCC require consideration?

Answer 26

No provided it is (1) fair and equitable and (2) made pursuant to circumstances not anticipated at formation.

Question 27

Do contract modifications between merchants under the UCC require consideration?

Answer 27

No, not if the modifications are made in good faith.