Workshop Review Flashcards
In order to accept an offer, you must . . .
Know of the offer to begin with
Once you reject an offer, your power to accept . . .
Terminates
A counteroffer made by the offeree operates the same as a . . .
Rejection
Mailbox Rule applies to . . .
acceptances
What is the Mailbox Rule?
Acceptance is effective upon dispatch, not receipt
Does the Mailbox Rule apply if the post office loses the letter?
Yes
In order for an option to be valid at CL, it must be supported by . . .
Consideration
For the Firm Offer to apply, what must be true of the offeror?
Must be a merchant
What is the Firm Offer Rule?
An offer by a merchant in a signed writing, which by its terms, gives assurance that it will be held open, is irrevocable during the time stated.
What if no period is statued under the Firm Offer Rule?
Period of irrevocability will last no more than 90 days.
Can the Firm Offer Rule apply to a written offer by a merchant? An oral?
Yes
No
What term MUST be in every sale of goods deal? Exception: ______ Contract
Quantity
Requirements
In a requirements k, quantity is measured by what?
The buyer’s good faith needs.
In a requirements k, the buyers order must be ______ with what has been ordered in the past.
Proportionate
Is an art collector a merchant?
No
True or False: The Mailbox Rule does not apply to options
True
The Mailbox Rule does not apply to . . . under the CL.
Options
Past consideration and moral obligations are/aren’t adequate forms of consideration at CL.
Aren’t
Past consideration and moral obligations are/aren’t adequate forms of substitute consideration at CL.
Aren’t
Future promises in writing are enforceable/unenforceable
Unenforceable
Under the SOF, which types of contracts must be in writing
Marriage
Years, Term of
Land (sale contracts)
Executory
Goods ($500+)
Surety (promise to answer for the debt of another)
What is a surety k?
A promise to answer for the debt of another.
At CL, In order to have a valid acceptance, the acceptance must be a what of the offer?
Mirror Image
Under the Battle of the Forms, if the offeree accepts, buts make a __________ ________, the terms of the offer control and the _______ _____ is out.
Material alternation x2
Under the Battle of the Forms, if the offeree makes acceptance conditional upon assent of an additional term, what result?
No k at all.
Considered a counteroffer.
Under the Battle of the Forms, if the offeree accepts and make a __________ ________, the _______ _____ becomes part of the k.
Nonmaterial change x2
Under the Battle of the Forms, if the offeree accpets and makes a nonmaterial change, the change will become part of the k UNLESS . . .
The offeror timely objects
Material alterations under the Battle of the Forms usually deal with these three topics.
Money
Liability
Remedies
when you see the word _____, think promissory estoppel.
Relying/reliance
If a mutual mistake goes to the . . . , it is grounds for rescission
Heart of the agreement.
The general rule regarding unilateral mistake is that it will/won’t prevent contract formation.
Won’t
In all unilateral mistake situations, if the non-mistaken party _________________________________, they will not be permitted to take advantage of the mistaken party
Knows or Has Reason to Know of the Other Party’s Mistake
At CL, in order to have a valid modification, you must have new ________.
Why?
Consideration
Preexisting Duty Rule (if you want to change existing duties, you need to sweeten the deal)
The UCC allows for good faith modification regardless of whether there is new consideration. T or F?
T
How does the UCC and CL differ with respect to contract modifications?
UCC allows good faith modification w/o new consideration
CL follows the Preexisting Duty Rule and requires new consideration for k mods.
Under the UCC (both parties merchants), if one party within a reasonable time after entering into an oral k, sends a written confirmation to the other party, who is bound by that writing?
The person who sends the written confirmation.
Under the UCC (both parties merchants), if one party within a reasonable time after entering into an oral k, sends a written confirmation to the other party, how long does the recipient have to object before being bound?
10 days.
Under the UCC (both parties merchants), if one party within a reasonable time after entering into an oral k, sends a written confirmation to the other party, what happens if no response within 10 days?
Recipient is bound.
Under the UCC, one party within a reasonable time after entering into an oral k, sends a written confirmation to the other party intending to bind itself to the deal, what must be true of the parties?
They must both be merchants.
Under the Perfect Tender Rule, what is required of the seller?
Seller must deliver Perfect Tender
The Perfect Tender Rule applies to CL or UCC?
UCC
If a seller fails to deliver Perfect Tender to a buyer under the UCC, the delivery is considered . . . .
Acceptance and a breach
If a seller fails to deliver Perfect Tender to a buyer under the UCC, the buyer has 3 options:
Accept and pay
Timely reject and sue for damages
Accept and reject in part
What is the only thing that will save a seller from suit who fails to deliver Perfect Tender?
Why does it save him?
If delivery of nonconforming tender comes with a notice of accommodation.
It is considered a counteroffer, so no breach.
In order for a delivery of nonconforming tender to be considered a CO, the seller must…
Send a notice of accommodation with the delivery.
Under contract law, a non-beaching party is not required to minimize damages. True or false?
False
When a non breaching party covers, their damages are the difference between what?
The cover price and the contract price
The standard remedy for a non breaching buyer under the UCC is the following equation
Cover Price - Contract Price = Buyer’s Standard Remedy under the UCC
When does a 3rd party beneficiary’s rights vest? 3 ways
When the 3rd PB learns of the k AND assents to it (learn and assent)
When 3rd PB learns and relies on the k (learn and rely)
When 3rd PB learns and brings lawsuit to protect rights (learn and sue)
Prior to a 3rd party beneficiary’s rights vesting, can the parties modify the k without the 3rd PB consent?
Yes
After a 3rd party beneficiary’s rights vest, can the parties modify the k without the 3rd PB consent?
No
The Parole Evidence Rule bars the introduction of _______ or _____ agreements that vary or modify the terms of a complete and totally integrated written agreement.
Prior
Contemporaneous
Evidence that a contract was subject to a condition is/isn’t exempted from the Parole Evidence Rule.
Is
Evidence of a ________ is always admissible to explain the deal.
Condition
When an anticipatory breach occurs, the other party is entitled to (3) . . .
Leave the k
Find someone else to cover
Sue for damages
If one party is doubtful of another party’s performance, the other party can always make a demand for . . .
Adequate assurance
Explain the difference between anticipatory reputation and a demand for adequate assurance.
Anticipatory repudiation occurs when one is sure performance won’t take place.
Adequate assurance is requested when one party has doubts as to whether the other party will perform.
All contracts are assignable and delegable except which 2?
Unique personal services contracts
Long-time requirements contracts
Assignments can be gratuitous, but gratuitous assignments are ____.
Revocable
Unless there is ______, gratuitous assignments a revocable.
Reliance
True or false: Assignments and delegations must be in writing.
False. Can be oral.
The only time you pick a novation answer when there is a new k . . .
Substituting out one of the original parties for a new party.
When it is the breaching party bring suit, they are entitled to . . . (equation).
Reasonable value or services provided MINUS non breaching parties damages
They key to contract remedies is to place the non breaching party in the position . . .
She would have been in if the k had been completed.
The standard remedy for a non breaching seller under the UCC is . . . (what minus what)
K price MINUS resale price = seller’s standard remedy under UCC
Other than the standard remedy for a non breaching seller under the UCC (K price MINUS resale price), what is appropriate remedy for a “volume seller.”
Why?
Lost profits.
Without the breach, the seller would have sold 2 units, rather than 1.
