Page 32 Flashcards
What is indefiniteness?
When terms of a bargain are not sufficiently definite to show a deal was concluded
What are some clues that indefiniteness is present?
If the contract doesn’t say the price, quantity, or payment terms
What is to be done about indefiniteness?
Courts can use gap fillers
If a party has partly performed an indefinite contract, what happens?
Courts often enforce the promise. Ie: contract for beans without saying which kind or quality, but S sends and B accepts delivery of pinto beans, so this identifies the subject matter and shows that the parties thought they had a contract
If a contract explicitly reserves a material term to be determined in the future, when is the agreement enforceable?
It is enforceable immediately but doesn’t create an obligation until the parties actually return agreement
If one party keeps unlimited power to decide the terms of an agreement, what kind of agreement is that?
An illusory one
If under the UCC someone makes an employment contract where they will pay as much as they wish, is that enforceable?
Yes, the party that will fix the price has to act in good faith or else the other party can cancel the contract or set a reasonable price himself
Is a promise to do something “as soon as I am able” enforceable?
Yes, because the party’s ability is capable of objective determination
If parties enter an agreement with the understanding that a formal written contract will be made, and then it doesn’t happen, what are the two different views about that?
Depends on the intent of the parties:
- intent that the writing just be a memorial: agreement enforceable
- intent that the writing be the consummation of the agreement: agreement not enforceable until formal written contract executed
What is a preliminary agreement?
Agreements between the parties in contemplation of a future contract
What are the two different kinds of preliminary agreements?
- those contemplating formalization: intent to formalize, so binding as a contract at the time of making
- those contemplating further negotiation: only binding if parties agreed to negotiate together the undecided terms in good faith in the future
What are the different views about a contract that lacks price?
- old view: fatal
- UCC/modern: reasonable price applied if there is an objective standard
If a contract doesn’t specify time for performance, is that fatal?
Not usually because courts can fill with reasonable time depending on nature of the contract and prior dealings
