Contracts MEE Rules Flashcards
Unilateral K
Offer expressly requires performance as method of acceptance.
Divisible K
Performance divided into 2+ parts, number of parts due from each party is the same
Option K
Agreement to leave open in exchange for consideration
Offer
Manifestation of present intent to enter into a contract demonstrated by promise, undertaking, or commitment. Terms must be definite and certain, communicated to an identified offeree.
When consideration not required (CL)
(1) Unforeseen difficulty, (2) promise made to third party, (3) promise to pay debt barred by SoL
Implied warranty of merchantability
If dealing in goods of kind and fitness for a particular purpose or if seller had reason to know of purpose and reliance, warranty of fitness for that purpose.
Perfect tender
If sale of goods, seller’s performance must be perfect else buyer can reject.
Accord and satisfaction
Mutual agreement to accept different agreement to satisfy the need to modify, but must show good faith for modification.
Novation
Mutual agreement to substitute existing party with another, excusing performance of substituted party.
Reformation
Changes written agreement to conform to parties’ original understanding.
Expectation interest
Puts P in position as if K wasn’t breached.
Restitution damages
Prevents unjust enrichment, party may recover for any benefit conferred by way of part performance in excess of the loss caused by his own breach.
Mitigation
Party cannot recover damages for a loss the part could’ve avoided by reasonable efforts.
Incidental damages
Cost of finding replacement
Consequential damages
Damages from P’s special circumstances if D has reason to know of those circumstances.
