Contracts/Sales Flashcards
Formation of Contract
Offer
Acceptance (“manifestation of mutual assent to bargain”) and
Consideration (legal detriment that has been bargained in exchange for a promise or performance)
Promissory Estoppel
Elements:
1) promise
2) that the promisor should reasonably have expected to induce action of a definite and substantial character on the part of a promisee
3) which in fact produced reliance or forbearance of that nature
4) in circumstances such that the promise must be enforced if injustice is to be avoided
How to Start Sales Q
This transaction falls under Art 2 of the USS which governs contracts, whether oral or written, that involve the sale of goods. Goods are defined as all things that are movable at the time of contract. This contract involves [blank], an item movable at the time identified in the contract for sale
UCC Battle of Forms
A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time, operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made condition on assent to the additional or different terms, If there is an additional terms, it will become a part of the contract between merchants unless the offer expressly limited acceptance to the terms of the offer, the additional term materially alters it, or the offeror objects within a reasonable time
Written Modification Clause K
Can be modified orally
Written modification clauses can be modified notwithstanding their restrictive amendment clauses
shown through clear and convincing evidence of oral agreement establishing mutual agreement to waive the terms of the original contract
Parol Evidence Rule
Parol evidence of contract negotiations, or of prior or contemporaneous agreements that contradict or vary the written contract, is not admissible to vary the terms of the contract which is clear and unambiguous
does not preclude plaintiff from proving a modification so long as it was subsequent to the date on which the original agreement was signed
Invalid Consideration
Generally, courts do not inquire into sufficiency of consideration.
Will only be ordered if the inadequacy of consideration was so gross as to shock the conscience of the court
Implied Contractual Provision
Cannot be enforced where the parties have made an express contract covering the same subject matter
Parties may execute a substituted agreement which totally supersedes the terms of the original contract if the later contract covers the same subject matter as the earlier contract and contains terms that are inconsistent with the terms of the earlier contract, the later contract may supersede the earlier contract, unless it appears that this is not what the parties intended
Preexisting duty rule K
Doing what one is legally bound to do is not consideration for a new promise
Unambiguous K
Must be interpreted and enforced as written
Absent an ambiguity or internal inconsistency, contractual interpretation begins and ends with the actual words of a written agreement. When interpreting a contract, primary obligation is to give effect to the parties’ intention at the time they contract
Specific Performance on K
Remedy for land b/c land is presumed to have unique and peculiar value –> rests w/ court decision
to be entitled in option contract: option must be accepted unequivocally in order to convert the option into a binding contract for the sale of the subject property
Doctrine of Anticipatory Breach/Repudiation
Anticipatory breach = if a party to a contract, prior to the time of performance, unequivocally declares the intent not to perform, the innocent party has the option to either sue immediately for breach of the contract or wait until the time of performance
Repudiation = party’s language must be sufficiently position to be reasonably interpreted to mean that the party cannot or will not perform
Remedy for Breach of K Generally
To place the non breaching party in as good of a position as if they contract had been fully preformed i.e. expectation damages
