Barbri Vocab

Question 1

Contract

Answer 1

Legally enforceable agreement.

Question 2

Quasi Contract

Answer 2

An equitable remedy (restitution action).

P must have conferred a benefit on D.
P reasonably expected to be paid.
D will be unjustly enriched if P is not compensated.

The contract price is not the measure of recovery, it is merely the ceiling if P is in default. Focus on the value of the benefit being conferred.

Question 3

Bilateral Contract

Answer 3

An offer that is open as to the method of acceptance.

Question 4

Unilateral Contract

Answer 4

An offer that expressly requires performance as the only possible method of acceptance (i.e. rewards, prizes, contests). Often contains the words offer…only by…

Question 5

Common Law

Answer 5

Applies to all contracts but the sale of goods, including but not limited to service/employment contracts and real estate.

Question 6

Article 2 of UCC

Answer 6

Applies to contracts that are primarily sales (not leases) of goods (tangible, moveable, personal property).

Question 7

Mixed Deal

Answer 7

A deal that is both a sale of goods and a service/real estate contract. Generally, the governing law will be the law that governs the more important part of the contract. To determine that, look at:

• the value of goods vs. the value of service
• how much time is going into the service
• sophistication of service
• does the contract contain typical sales language

The only exception to this rule is if the contract divides payment, then the UCC will apply to the sale of gods and the common law to the rest.

Question 8

Offer (Definition)

Answer 8

A manifestation of an intention to contract. Generally, words of conduct showing commitment.

Question 9

Option Contracts

Answer 9

An offer cannot be revoked if the offeror has promised to keep the offer open and the promise is supported by consideration.

Question 10

Merchant Firm Offer Rule

Answer 10

An offer cannot be revoked for UP TO 3 months if the party is a merchant who promises in a signed writing to keep the offer open and the offer is related to the buying or selling of goods.

Notice does not revoke a merchant firm offer. Consideration is not necessary. It can be less than 3 months.

Question 11

Mailbox Rule

Answer 11

If the offeree is invited to accept by mail, acceptance is effective when posted.

Three Rules:

• Generally, communications are effective only when received
• Generall, acceptance is effective when sent
• If the rejection is sent first, ignore Rule 2

Question 12

Consideration

Answer 12

A bargained-for legal detriment.

Look at each promise separately. Ask what the defendant bargained for and what detriment the plaintiff incurred.

Question 13

Course of Performance

Answer 13

Same People, Same Contract. First choice when determining what ambiguities mean.

Question 14

Course of Dealing

Answer 14

Same People. Different but Similar Contract. Second choice in settling ambiguities.

Question 15

Custom and Usage

Answer 15

Different but Similar People, Different but Similar Contract. Third choice is solving ambiguities.

Question 16

Shipment Contracts

Answer 16

The seller completes its delivery obligation when it gets the goods to a common carrier, makes reasonable arrangements for delivery (i.e. pays), and notifies the buyer. Should say FOB seller city or third destination.

Question 17

Destination Contracts

Answer 17

The seller does not complete its delivery obligation until the goods arrive where the buyer is. (Should say FOB buyer city)

Question 18

Parol Evidence

Answer 18

Oral or written agreements made before the final contract was made.

The parol evidence rule states that the final writing supersedes any prior negotiations and agreements.

Question 19

Integration

Answer 19

A written agreement that the court finds is the final agreement, thus triggering the parol evidence rule.

Question 20

Partial Integration

Answer 20

A written agreement that the court finds is final but not complete.

Question 21

Complete Integration

Answer 21

A written agreement that the court finds is final and complete.

Question 22

Merger Clause

Answer 22

A contract clause that states that the agreement is the complete and final agreement.

Question 23

Express Warranty

Answer 23

Look for words that promise, describe, or state facts. Often this is done through a sample or model. Make sure to distinguish from opinion or sales talk (puffing).

Question 24

Implied Warranty of Merchantability

Answer 24

When a person buys ay goods from any merchant, a term is automatically added to the contract by operation of law. The term states that the goods are fit for the ordinary purpose for which the goods are used.

Question 25

Implied Warranty of Fitness for a Particular Use

Answer 25

The buyer has a particular purpose, he is relying on the seller to select suitable goods, the seller has reason to know of the buyer's reliance.

Question 26

Disclaimer

Answer 26

Eliminates implied warranties but express warranties cannot generally be disclaimed. Implied warranties of merchantability and fitness can be disclaimed with terms sucha as "as is" or "with faults" or conspicious language of disclaimer mentioning merchantability.

Question 27

Limitation of Remedies

Answer 27

These do not eliminate warranties, they simply limit or set recovery for any breach of warranty. The general test is for unconscionability. Also, its prima facie unconscionable to limit recovery for personal injury.

Question 28

Palpable Mistake

Answer 28

A mistake that the other party to the contract knows or should have known of. The court will grant relief to the mistaken party.

Question 29

Equal Dignity Rule

Answer 29

When a person needs a written authorization in order to execute a contract for someone else, that authorization must be in writing if the contract to be signed is within the statute of frauds (i.e. the authorization must be of "equal dignity.")

Question 30

Performance Conditions

Answer 30

A condition that is a mutually agreed upon promise modifier. It is language in the contract, not merely language in response to an offer, that does not create a new obligation, but merely limits obligations created by other language in the contract. For example, I contract to buy the painting if the art gallery verifies it is legit. The contract is already in place, this is just a condition of performance. As opposed to, I will only buy the painting if it is legitimate.

Question 31

Accord

Answer 31

An agreement by the parties to an already existing obligation to accept a different performance in satisfaction of the existing obligation.

Question 32

Satisfaction

Answer 32

Different performance that what was required by the original contract, but that satisfies the new accord. Failure to satisfy an accord will leave the person liable for the satisfaction or the original obligation, but not both.

Question 33

Rescission

Answer 33

Cancellation of the contract at the agreement of both parties.

Question 34

Modification

Answer 34

An agreement by parties to an existing obligation to accept different agreement in satisfaction of the existing obligation.

Question 35

Novation

Answer 35

An agreement between both parties to an existing contract to the substitution of a new party. (i.e. same performance, different party).