Contract law

Question 1

Common law contract

Answer 1

Under common law, a contract is a legally enforceable agreement. In most instances, contract formation requires a bargain in which there is a manifestation /mænɪfeˈsteɪʃn/ 表现 of mutual assent to the exchange and also consideration. A valid contract is formed when there is an offer, an acceptance and consideration.

Question 2

UCC contract

Answer 2

Under the UCC, a contract is a total legal obligation that results from the parties’ agreement. In most instances, contract formation requires a bargain in which there is a manifestation of mutual assent to the exchange and also consideration. A valid contract is formed when there is an offer, an acceptance, and consideration.

Question 3

Bilateral contract

Answer 3

Under common law, a bilateral contract is a contract in which mutual promises are given as the agreed exchange for each other.

Question 4

Offer

Answer 4

Under common law, an offer is a manifestation of present contractual kən’træktʃuəl/ intent, communicated to an identified offeree, containing definite and certain terms.

Question 5

Acceptance

Answer 5

Under common law, acceptance is a manifestation of assent to the terms of an offer in the manner authorized by the offer. The accepted terms must mirror the terms of the offer for a valid acceptance under common law.

Question 6

Counteroffer

Answer 6

Under common law, a counteroffer is an offer made by an offeree to the offeror that relates to the same matter as the original offer, but proposes different terms.

Question 7

Acceptance- If both parties are merchants

Answer 7

Under UCC, a definite and seasonable expression of acceptance in a record operates as acceptance, even if the acceptance contains new or different terms. If both parties to a contract ate merchants, additional terms will be incorporated into the contract unless: (1) the other party objects to the new terms within a reasonable time, (2) the terms materially alter the contract, or (3) the offer expressly limits acceptance to the exact terms of the offer.

Question 8

Agreements within the Stature of Fraud

Answer 8

Under the Statute of Fraud, certain agreements must be evidence in writing and signed by the party against whom the contract is to be enforced. Agreements that fall within the Statute of Fraud include: (1) contracts made in anticipation /æn-ˌtɪsɪˈpeɪʃn/of marriage, (2) contracts that cannot be performed in one year, (3) land contracts, (4) promises by executors /ɪɡˈzekjutər/ to pay estate debts out of their own funds, (5) contracts for goods with a value of at least $500, and (6) surety agreements.

Question 9

Unilateral contract

Answer 9

Under common law, a unilateral contract is a contract in which a promise is given in exchange for actual performance by the other party. A unilateral contract can only be formed upon completion of performance; a mere promise to perform cannot bind the offeror.

Question 10

Quasi-contract /’kwɑːzi/

Answer 10

Under common law, a quasi-contract is a legal substitute for a contract to be used when a court wishes to impose an obligation on a party to avoid unjust enrichment. In other words, if a party uses a technicality /teknɪˈkæləti/ of contract law to avoid paying for a benefit actually received, a court may still force the party to pay some amount. A court may use a quasi-contract if: (1) a benefit was conferred to another, (2) there was a reasonable expectation of payment for the benefit conferred, (3) the recipient of the benefit knew or had reason to know of expectation of payment, and (4) the recipient /rɪˈsɪpiənt/ of the benefit will be unjustly enriched if he does not pay for the benefit.

Question 11

Void contract

Answer 11

Under common law, a void contract is an agreement that is completely without any legal effect from the beginning.

Question 12

Consideration

Answer 12

Under common law, consideration is a bargained-for legal detriment /ˈdetrɪmənt/ 损失，一方损失另一方受益（对价）

Question 13

Implied-in-fact contract

Answer 13

Under common law, an implied-in-fact contract is an agreement presumably /prɪˈzuːməbli/ intended by the parties to the agreement, but not reduced to express language.

Question 14

UCC firm offer

Answer 14

Under the UCC, an offer by a merchant to buy or sell goods in a signed record that gives assurance that it will be held open is irrevocable /ɪˈrevəkəbl/, even without consideration, during the time stated or, if not time is stated, for a reasonable time, but for no longer than three months.

Question 15

Counteroffer

Answer 15

Under common law, a counteroffer is an offer made by an offeree to the offeror that relates to the same matter as the original offer, but proposes different terms.

Question 16

Voidable contract

Answer 16

Under common law, a voidable contract is an agreement that one or both parties can elect to avoid or ratify, but is not automatically without effect.

Question 17

Unenforceable contract

Answer 17

Under common law, an unenforceable contract is an agreement that may be valid by formation, but is otherwise unenforceable due to an applicable defense.

Question 18

Parol /pə’rol/ Evidence

Answer 18

Under common law, parol evidence is any evidence of a prior / ˈpraɪər/ negotiation or agreement between the parties (whether oral or written) or a contemporaneous / kənˌtempəˈreɪniəs/ negotiation or agreement (if oral) regarding the subject matter of the contested agreement that adds to, varies from, or contradicts the contents of an integrated / ˈɪntɪɡreɪtid/ 完整 writing. Evidence of a contemporaneous written agreement is not parol evidence.

Question 19

Parol Evidence Rule

Answer 19

Under the parol evidence rule, if the court finds a completely integrated agreement, it will not admit parol evidence to add to, vary from, or contradict the contents of the writing.

Question 20

Completely integrated /ˈɪntɪɡreɪtid/ agreement

Answer 20

Under common law, a completely integrated agreement is an integrated agreement adopted by the parties as a complete and exclusive statement of the terms of the agreement.