Contract Flashcards

Question

Impracticability

Answer 1

discharges duty to perform to the extent of the impracticability so if the storm rises to the level fo impracticability and prevented the delivery of the 200 widgets, the manu duty to perform with respect to those widgets discharge.

Answer 2

recovable. - There was an assignment revocable; it was revoked when the shopkeeper accepted teh money from the employee.

Answer 3

Rejection of the original offer

Answer 4

Landscaper hasn't accepted. - It is Rejection & Counteroffer.

Answer 5

require the very first communcation from an offeree to be a matching acceptance. -Requests for information is not counteroffer

Answer 6

express contents & implied contents.

Answer 7

If the party's expression is otherwise valid as acceptance but contains terms additional to or different from those in th e offer; contract is formed.

Answer 8

counter offer.

Answer 9

the initial offeror assents to the new or different terms.

Answer 10

It isn't counter offer. the Offeree has expressed that he is willing to purchase the lawnmover; + the neighbor has not conditioned his acceptance. (if 가 없음: I will buy it only if XXXX) --> the contract has formed under UCC.

Answer 11

Aware about the forms: that one of the merchants bring.

Answer 12

The contract will contain any additional or different terms only if the offeror expressly agrees to them.

Answer 13

1) in the business of selling goods of the kind at issue in the transaction or 2) holds herself out as having specialized knowledge of the goods or the type of transaction involved.

Answer 14

So, the terms regarding a higher price for including the gas can only become part of the contract if the HO expressly agrees to them.

Answer 15

The HO and the neighbor are both merchants

Answer 16

were not part of the offer at all. offer: was silent on that.

Answer 17

addressed in the offer; but the offer and acceptance are not identical. $200 X 205

Answer 18

the additional terms become part of the contract between merchants only if the offeror expressly agrees to them.

Answer 19

1. Offer expressly limits acceptance to the offer's terms; 2. Additional terms materially alter those in the offer; 3. Offeror objects within a reasonable time.

Answer 20

would subject to offeror to undue surprise or hardship if the terms became part of the contract without the offeror's knowledge.

Answer 21

1. Limitations of remedies; 2. Disclaimers of implied warranties; 3. Clauses requireing the parties to litigate contractual disputes in one jur and no other.

Answer 22

are dropped or knocked out of the contract. (Knockout rule).

Answer 23

1. By fact: evidence of trade usage in the industry; 2. By law: UCC gap fillers.

Answer 24

+ the Parties behave as though there were a contract by exchanging performance with each other == > there is K.

Answer 25

on which both parties writing agree; & Supplemented by the UCC's default provisions or gap fillers.

Answer 26

manifest by performance. manifest by words

Answer 27

A bargain for exchange of promises, performances, or both.

Answer 28

Actual or promised performance

Answer 29

1. Do something (Affirmative act) 2. Not to do something (forbearing refraining from sth she has a legal right to do) 3. Creating or modifying a legal relationship.

Answer 30

The exchanged values need NOT be equal or even close to equal.

Answer 31

would NOT necessarily prevent a contract from forming for inadequate consideration.

Answer 32

Might support a defense to enforceability; e.g., lack fo capacity to support an inference that one party was not in his right mind to make abargain.

Answer 33

At hospital, nephew contacted the passerby and gifted "$10,000." this is contract?

Answer 34

promises can't induce the benefit to be conferred. because promise did not exist at the time benefit was conferred in the first place.

Answer 35

Promise to pay $10,000 did not induce passerby to render aid. --> no consideration. --> no contract.

Answer 36

e.g, 1. "I can mow your lawn for $100." 2. "OK, I will let you know if I need it." --> illusory. no consideration. --> If K allows one party to decide whether to perform it at all.

Answer 37

Both parties have to give up sth in exchange for the other's promise. - holding not until they wanted it.

Answer 38

The buyer agreed.

Answer 39

Modification to an existing Contract is unenforceable without a new bargained for exchange, that is, new consideration on both sides.

Answer 40

Each party promises to do something in addition to, or even different from, what was already promised.

Answer 41

1. If a contract is one for the sale of goods UCC 2, then, an modification in good faith is enforceable without new consideration.

Answer 42

2. CL: modification is enforceable without new consideration if the modification is fair and equitable in light of new developments that the parties did not foresee when they made the contract.

Answer 43

The bald seller's proposed modification is not enforceable.

Answer 44

then, both considerations: OK. effective modification.

Answer 45

Liquidated debts: the amount owed is certain: -a debtor's promise to repay it is NOT consideration.

Answer 46

The amount owed is disputed; then, the editor an debtor's settlement of dispute is supported by adequate consideration.

Answer 47

The offeror's promise to refrain from revoking an offer for a period of time

Answer 48

Did she breached the option contract? NO.

Answer 49

An enforceable option K must be supported by new consideration, separate from any consideration on the table to support the offer the offeror is making to the offeree.

Answer 50

The office manager (woman) remained free to revoke her offer at anytime before the company accepted.

Answer 51

1. The offer must be made by merchants, 2. The offer is made in a signed wirting, 3. The offer is held open no longer than 3 months.

Answer 52

Binding Integrated Agreement -Discharges prior agreements, to the extent that it is inconsistent with those prior agreements.

Answer 53

extrinsic evidence may be used when construing a written contract.

Answer 54

Evidence outside the four corners of the written contract.

Answer 55

The parties' dealings with each other.

Answer 56

Evidence that falls before or contemporaneous with the formation of the contract : is PER.

Answer 57

Constitutes final expression of one or more term of the agreements.

Answer 58

discharges all prior agreements falling within the completely integrated agreements' scope

Answer 59

XX doesn't consider extrinsice evidence that contradicts the agreement. XXX supplement the agreement with evidence of any consistent, additional terms.

Answer 60

Final but incomplete statement of the parties intent.

Answer 61

discharges prior agreements if it is inconsistent with them.

Answer 62

XX doesn't consider extrinsic evidence to contradict the agreements express terms. OO considers extrinsic evidence to supplement the agreements consistent additional terms.

Answer 63

strong through not conclusive evidence of complete integration.

Answer 64

-whether Agreement was intergrated, If integrated, - completely or partially? -- meaning of the agreement; by clarifying an ambiguous term. -- Valid defense to enforceability, incld illegality, fraud, duress, mistake, lack of consideration, or any other invalidating cause.

Answer 65

grounds that grant or deny a remedy for breach of contract, ind. Rescission, reformation, specific performance, or other remedy.

Answer 66

If the parties' writing agree on the term, or if the agreement is integrated with respect to the term; then extrinsic evidence is inadmissible to contradict the term.E

Answer 67

Evidence of consistent additional terms may be used to explain or supplement the agreement; unless the court finds that the agreement is completely integrated.

Answer 68

1. Parties' course of performance - 2. Parties' course of dealings. -- 3. Trade usage.

Answer 69

Merger clause: Integration. -- Broiling or stewing chickens? ------>it is Latent Ambiguity. ----------> Therefore, ct can consider extrinsic evidence to clarify which type of chicken the parties intended to buy and sell.

Answer 70

When the essential term is omitted, a court will imply one that best carries out the parties objective intentions.

Answer 71

Essential term depends on the facts, circumstances surrounding transaction.

Answer 72

Salary is usually essential term.

Answer 73

Ct carries out the best objective of their intent.

Answer 74

1. Language of the K itself; 2. Parties' conduct, 3. Facts and circumstances surrounding the contract

Answer 75

K interpretation: Trade usage: the meaning of a term supplied by trade usage will govern a transaction even if one of them is not aware of the trade usage.

Answer 76

Sorting through multiple possible meanings of them; courts prefer one that gives a reasonable lawful, and effective meaning.

Answer 77

If the parties do not specify the price: then, Market price? - It is a reasonable price at the time of delivery.

Answer 78

then, if there is no price; then, there is no contract.

Answer 79

Seller's place of business of his residence (if he has no business address)

Answer 80

a reasonable time.

Answer 81

Unless otherwise agreed, payment is due at the time and place at which teh buyer is to receive the goods.

Answer 82

-delivery date specified; -Time of payment unspecified; -Manner of delivery unspecified. - UCC 2-307

Answer 83

The seller must tender all goods under the contract in a single delivery, and payment is due only upon such tender.

Answer 84

A buyer agrees to purchase as many of a good as the buyer can use or require all of its tires. (양껏)

Answer 85

A buyer agrees to purchase as many of a good as the seller can produce.

Answer 86

A buyer agrees to purchase as many of a good as the seller can produce.

Answer 87

- 1. Good faith. - 2. Neither party may demand or tender a quantity that is UNREASONABLY DISPROPORTIONATE TO - ---- Any stated estimate ------ Any comparable prior demands or tenders,

Answer 88

Parties lacking capacity renders the contract VOIDABLE.

Answer 89

any contracts entered are voidable.

Answer 90

Can't ratify a contract until he reaches age of majority.

Answer 91

The minor's legal guardian can sue to enforce the contract on his behalf. - The adult party against whom the contract is enforced can't defend on the basis of the minor's incapacity.

Answer 92

1. If the party doesn't understands the contract OR 2. The party understands the contract but acts irrationally.

Answer 93

Involve a problem with one contracting party's exercise of free will.

Answer 94

"I accept your bid." --> Duress

Answer 95

A contract party's free will is overcome by an improper threat that leaves the party with no reasonable alternative but to agree to the contract.

Answer 96

1. Express or implied; 2. Physical or economic harm, 3. Improper.

Answer 97

1. Criminal or tortious conduct, 2. Criminal prosecution, 3. Bad faith use of the civil litigation process. 4. Breach of the duty of good faith and fair dealing. --> Even if terms are fair,--> VOIDALBE.

Answer 98

-Threatened act would harm recipient and not benefit party making threat. -History or prior unfair dealing, -What's threatened is otherwise a use of power for illegitimate ends.

Answer 99

A party's threat to breach a contract isn't improper unless the threat breaches the duty of good faith and fair dealing.

Answer 100

1. exploits threatened party's vulnerability to leverage unfair advantage: - Breach of duty of good faith and fair dealing. 2. Prompted by unforeseen cir: - no breach of duty of good faith and fair dealing. -no breach fo duty of good faith and fair dealing. - breach is less likely.

Answer 101

may also render the contract voidable. - Contract is not voidable if nonthreatened party in good faith and without reason to know of threat, either gives value or materially relies on contract.

Answer 102

but to accept despite the fact that bid was higher than others; --> duress.

Answer 103

A contracting party's free will is overcome by an especially strong influence exerted by someone else in a confidential relationship with the party

Answer 104

1. There is a special relationship of trust between the victim and the other party (parents, children, attorney, clients, trustees) 2. The special relationship puts the influencer in a dominant position over the victim; the influencer has a duty not to act contrary to the victim's interests. 3. The influencer ABUSES his special relationship by unfairly persuading the victim to enter into a contract that's harmful to the victim's interests.

Answer 105

1. May render contract voidable. 2. Contract is not voidable if nonthreatened party, in good faith and without knowledge of the undue influence, either gives value or materially relies on the contract.

Answer 106

Specific types of otherwise valid contracts are unenforceable unless the terms appear in writing signed by the party to be charged; or the party against whom enforcement is sought.

Answer 107

1. M.arriage 2. Y.ear 1 3. L.and interest 4. E.xecutor admininstrator decedent's liability 5. G.ood Sales of $500. UCC. 6. S.uretyship answer the 3rd party liabilty

Answer 108

Exception: if the contracting party does so primarily for her own economic advantage and not for the 3rd party's benefit.

Answer 109

Exception: rule does not apply short term lease less than 1 year duration.

Answer 110

Exception: contracts of indefinite or uncertain duration.

Answer 111

An executor or administrator agrees to answer for the decedent's liability.

Answer 112

Exception: contracts in which the sole consideration is mutual promises to marry

Answer 113

Writing containing the K's essential terms signed by the party against whom enforcement is sought?

Answer 114

1- Parties. 2. Subject Matter 3. Consideration, 4. Nature and 5. Time of the parties' performance.

Answer 115

1. Furnishes a basis to believe the contract was made. 2. States the quantity of goods.

Answer 116

The writing may consist of virtually any physical or electronic document; or series of related documents, setting forth the necessary information. - Check real estate that references the land, parties, and prices.

Answer 117

doesn't have to be addressed to any of the contracting parties. It does not have to be written at the time when the promises were made.

Answer 118

1. Usually, handwritten. 2. may consist of any mark placed on the writing; if it identifies the signer, and manifests intent to adopt the writing.

Answer 119

-Written. -provides a basis of believing a contract was made. -signed by the baker. - receipt recites the quantity of goods purchased.

Answer 120

SoF exception: - Confirmatory memos: merchants. - Part performance exception.

Answer 121

facilitate commerce between merchants by streamlining the statute of frauds.

Answer 122

1. The receiving merchant must receive the writing within reasonable time.

Answer 123

2. The writing must be sufficient to bind the sending merchant. - that is, the sender must sign the writing to confirm.

Answer 124

3. The recipient had a reason to know the contents.

Answer 125

unless she gives written notice of any objection to its contents within 10 days after receipt.

Answer 126

Oral agreement takes the place of a signed writing. - Commonly arises in real estate transactions.

Answer 127

1. The party receiving an interest in real estate takes clear, definite, visible, and reasonably continuous possession of the property; with apparent intent to carryout the contract.

Answer 128

if the facts indicate that the recipient has taken possession for reasons other than existence of a sales contract. 이 경우 적용이 안 되는 듯. E.G., under a lease.

Answer 129

2. The recipient pays at least part of the purchase price or

Answer 130

Full performance should be in a signed writing.

Answer 131

Part Performance: - does not satisfy the SoF if you have oral agreement for employemnt for 2 years and were fired after one year; you can't enforce against your old boss. but you would still be able to recover under Quasi K theory.

Answer 132

partial performance. can satisfy the SoF. - if - partial pay -possession -improvements 2/3... then no writing needed.

Answer 133

change or modification to any term of K needs to be in writing as well.

Answer 134

an assertion not in accord with the facts. - Opinions and predictions for future are not misrepresentation because they are not factual statements.

Answer 135

1. Must relate to material fact. - A fact that substantially correlates to a decision to enter into the contract. 2. The injured party must rely on the misrepresentation. 3. Reliance must be justifiable.

Answer 136

A party: - is entitled to rely on the other's representations. - doesn't have a duty to inspect, investigate, or verify another party's representations.

Answer 137

Time period begins to run when the party either knows or has reason to know of the misrepresentation.

Answer 138

1. Fraudulent, or 2. Negligent. --> both render a contract voidable by the injured party.

Answer 139

1. Made deliberately, 2. With knowledge that the statement is false, and 3. With intent to induce the other party to enter into the contract.

Answer 140

Party may avoid performance, even if contract is fair.

Answer 141

1. Affirmative misstatement, 2. Deliberate conduct; 3. Omission

Answer 142

made without deceptive intent. - Party may avoid performance. - Justifiably relied. -Party can avoid performance - as long as material. Parties have to have a reason to know that it is misrepresented fact that was material.

Answer 143

a belief not in accordance with the facts.

Answer 144

must ben then existing. - not about what will happen in the future.

Answer 145

1. Must involve a basic assumption on which the contract is made; 2. Must have a material effect on the agreed exchange of performance. 3. The party adversely affected by the mistake who seeks to avoid the contract must not be the one on whom the contract implictly imposes the risk of the mistake.

Answer 146

1. 2.3., .. + 4. Must be such that enforcing contract is unconscionable, or 5. The nonmistaken party must have reason to know of the mistake or have otherwise cause the mistake.

Answer 147

A court may still force K if: 1- the mistake isn't the nonmistaken party's fault; 2. - The nonmistaken party had no reason to know of the mistake; 3. non mistaken party materially and detrimentally changed position in reliance on the K.

Answer 148

not enforced.

Answer 149

neither party may enforce them. - e.g., gambling agreements or agreements to perform services without a required license or permit.

Answer 150

- unfair terms coupled with an unfair bargaining process; - so unfair or one sided that, as a matter of judicial policy, they shouldn't be enforced.

Answer 151

e.g, contracts exempting a party from liability for intentional, knowing, or reckless misconduct; - parties within the class protecte dby the policy are free to choose whether to enforce the contract or not.

Answer 152

Opinion of Quality, Authenticity, or value is not misrep unless it is made by expert.

Answer 153

the parties agree on everything in the writing itself; but writing does not reflect everything they actually agreed to.

Answer 154

the writing is both 1) final as to all the terms it recites on the sheet of paper; 2) complete, sheet of paper is a full, exhaustive, final and exclusive recitation of all their hopes and dreams about this contract. - No outside agreements. - Even if they are consistent with the written terms.

Answer 155

You get what is on the paper.

Answer 156

if the parties first form an oral agreement; then create a writing that they adopt as a partial integration of their agreement we cannot 1) have any contradictory terms that parties orally agree to prior or contemporaneously at the same time as their writing. But we can have 2) any oral terms that are consistent with the writing, that do no more than dd to it and don't change it or contradict it.

Answer 157

Supplement, Add, Never, Contradict. Partially integrated Agreement in PER.

Answer 158

1. Conditions precedent exception - Parol evidence is allowed when you bring in evidence to show that the effectiveness of the agreement was subject orally agreed on condition. "I will only buy this shit for $9,000 if it passes an inspection first.">> this comes in.

Answer 159

2. Collateral Deal Evidence = allowed. (1) Doesn't contradict the direct terms of the written K. 2. It is not so closely related to the main contract such that it would be natural to include this in the main contract.

Answer 160

UCC Sale of Goods: K can be explained or supplemented by evidence of course of performance, trade usage, or course of dealing.

Answer 161

Ambiguous Confusing Ass Terms: PER Gets In.

Answer 162

interpret, clarify, or explain a term in the contract.

Answer 163

Fraud, Duress, Undue Influence, Incapacity, Mistake, Illegality. --> PER ALL of this can be brought into show the contract was NOT validly formed in the 1st place.

Answer 164

Consistent additional terms for partially Integrated agreements.

Answer 165

You bring in evidence of that too.

Answer 166

1. To uncover shit like fraud and duress. 2. To explain ambiguous terms. 3. To show a triggering condition precedent, 4. To show trade usage, course of dealing, or course of performance, 5. Consistent additional Terms (just no contradiction). 6. Mistake of integration (Clerical errors) 7. To show side collateral oral agreements.

Answer 167

Subsequent Modifications of Agreements (either oral or written) made AFTER the K at issue.

Answer 168

they don't contradict each other; but when they do:

Answer 169

The same parties, same contract. - How they dont shit before this contract.

Answer 170

The same parties; the different and similar contract earlier on. -How they don't shit in previous dealing

Answer 171

different people, in the same industry, with the same type of contracts.

Answer 172

2. Specific Terms, 3. Boilerplate, 4. Course of performance 5. Course of dealing 6. Trade usage.

Answer 173

will control over the literal meaning of a contract if each party knows or has reason to know of the trade usage and neither knows or has reason to know that the other party is thinking of a usage inconsistent with the trade usage. - The trade term controls even fi one trader did not know.

Answer 174

ignoring customs of the industry too but these must be clearly stated.

Answer 175

The term that controls is from the ignorant person who did not know the meaning attached by the other party. The jeweler did know that was the meaning that Goat attached to it. --> So, the Goat's meaning will control. ....Goat가 같은 industry or trade에 있는경우는 다름.:

Answer 176

certain terms are not included in a contract for the sale of goods.

Answer 177

Reasonable price at the time of delivery.

Answer 178

When the seller gets the goods to a common carrier (DHL) makes reasonable artangements for delivery, and notifies the buyer; the risk transfers to the buyer. When they put the goods on the DHL truck, that is when the risk transfers in shipment contract.

Answer 179

The buyer is paying for shit if the goods blow up. Risk of loss if blowing up does not transfer until the goods reach to the buyer.

Answer 180

1. Contract language, 2. Billing terms, 3. Relative allocation of costs between goods and services. 4. Nature of final product.

Answer 181

the offeror's manifestation of willingness to enter a bargain on specified terms.

Answer 182

1. must be reasonably certain, 2. Must be communicated to the offeree. 3. Must not have terminated prior to acceptance.

Answer 183

1. Jokes, "you want that radio? it is $0.05." and laughed. 2. Invitation to deal.- "I will sell you that radio, if the price is right." 3. Ads: in general, not offer. "Only if it expressly promises to adhere to specific terms." puffery or exaggerated boasting about quality or alue is not an offer.

Answer 184

1. Rejection by the offeree 2. Lapse of time, 3. Revocation by the offeror, 4. The offeror's death or incapacity, 5. Destruction of hte offer's subject matter.

Answer 185

Must be communicated. - Directly the offeree learns of the termination from the offeror. Anytime before acceptance, even if he promises to keep the offer open for a definite time.

Answer 186

offeree learns about the termination from a reliable source other than the offeror.

Answer 187

a distinct contract in which the offeror promises to keep the offer open for a definite time, in exchange for consideration, or value from the offeree.

Answer 188

1. Death,- Offeror dead. 2. Incapacitation, 3. Destruction: radio destroyed.

Answer 189

The offeror's manifestation of willingness to enter a bargain on specified terms.

Answer 190

The offeree's manifestation of assent to the offer.

Answer 191

Objectively, would a reasonable person in the offeror's shoes have understood the offeree's words of conduct as an acceptance.

Answer 192

-The offer doesn't specify the exclusive methods of acceptance. --> An offeree may accept by any reasonable method.

Answer 193

an offeree must accept using that method.

Answer 194

an offeree may accept using a different method. if it offers the same level of protection.

Answer 195

1. The offeree's return promise. 2. The offeree's performance.

Answer 196

Acceptance: - when the man returns the cat, (at the time of performance,) he should know about the offer. otherwise, there was no acceptance.

Answer 197

-is created by the offeree's beginning of performance in a unilateral contract; where performance can only be completed over time. - protects the offeree from the offeror revoking after the offeree has begun performance, but before the offeree has completed performance.

Answer 198

To be effective, an offeree's acceptance must be communicated to the offeror. Non instantaneous methods of communication or by performing

Answer 199

upon dispatch. BUT If it says, "acceptance effective upon receipt." then, mailbox rule does not apply.

Answer 200

Effective upon dispatch: - only if the offeror ultimately receive it within the time in which a properly dispatched acceptance would have been received.

Answer 201

IF THE OFFER REQUIRES IT, the offeree accepting by performance must give notice of his performance to the offeror.

Answer 202

if the offeree's performance isn't given directly to the offeror and the offeror has no reliable way of learning of the performance.

Answer 203

1. Fully performing, 2. Accord and Satisfaction, 3. Substitution, 4. Novation, 5. Mutual rescission 6. Release, 7. Covenant not to sue.

Answer 204

Agreement to satisfy and discharge an obligation in a manner different from the original duty created by an obligation.

Answer 205

-Agree to substitute performance, -New Contract: therefore, NEW CONSIDERATION.

Answer 206

The obligee is tentatively giving up its right to insist on performance under the original contract in exchange for the substituted performance. - Subject to good faith dispute. -Accord suspends the obligor's duties under the original contract. -If the obligor performs, her duties under the accord and the original agreement are discharged.

Answer 207

then the obligee may enforce either the obligor's original duties or the new duties under the accord.

Answer 208

1. Restaurant: pay more. 2. Chef: make more.

Answer 209

1. The payment in full notation is prominent enough that it's reasonable to believe the oblige saw and understood it. 2. The obligee chases the check, even if under protest, 3. Underlying monetary obligation is unliquidated, unmatured, or subject to a good faith dispute regarding it enforceability or amount.2

Answer 210

The underlying obligation is not discharged if the obligee tenders repayment of the check within 90 days after cashing.

Answer 211

An obligee accepts new contractual terms in a complete, immediate discharge of the obligor's duties under the original contract. - If there is a breach, the obligee may only sue to enforce the duties under the new contract; because the original contract is discharged and unenforceable.

Answer 212

Matter of interpretation

Answer 213

Must include clear language indicating that the parties intended that the new contract would immediately discharge the obligor's duties under the original contract.

Answer 214

The parties agree to replace on party to the original K with a new party who agrees to the substitution. Immediately discharged.

Answer 215

New contract. Each to the original K agrees to immediately discharge all of the other's remaining duties of performance under the original contract.

Answer 216

Presupposes that each party has not fully performed under the agreement. If one party fully performed, there is no mutual rescission because there is no consideration.

Answer 217

one party agrees in writing to discharge a presently existing duty owed by the other party

Answer 218

immediately or on occurrence of a condition. Must be supported by - Consideration - Consideration substitue or - Signed writing.

Answer 219

oblige enters into an enforceable K not to sue an obligor to enforce a duty. Promise not to sue--> then, discharged. - Independent agreement, that meets the requirements of the enforceable contract: consideration.

Answer 220

One party unequivocally communicates, before that party's performance has become due, that is is unwilling or unable to perform.

Answer 221

The repudiating party clearly and unequivocally informs the other party of its intention not to perform.

Answer 222

The repudiating party voluntarily and affirmatively acts in a way that renders the repudiating party clearly unable to perform.

Answer 223

Nonrepudiating party does not have wait until the performance is due.

Answer 224

Non repudiating party may: 1. Suspend its own performance, 2. Wait for a commercially reasonable time for the repudiating party to perform, or resort to any remedy for breach, 3. Pursue any remedy for breach, even if it has told the repudiating party that it's awaiting the repudiating party's performance and has urged the other party to retract its repudiation.

Answer 225

If repudiation was timely retracted, then, the nonrepudiating party must proceed as if the repudiation has not occurred. Nonrepudiating party cannot terminate the contract or treat it as breached. It means, Repudiating party intends to perform.

Answer 226

-Statement. -Conduct Voluntary, affirmative act.

Answer 227

1. Nonrep materially changed position in reliance on the repudiation or 2. She says she considered it to be final.

Answer 228

rumor that company goes to Nebraska--> demands assurance.

Answer 229

No anticipatory repudiation + reasonable grounds to believe that the other party will breach the contract. = the aggrieved party may suspend performance and demand adequate assurance.

Answer 230

Proceed as in anticipatory repudiation.

Answer 231

Would prompt the reasonable person in the aggrieved party's position to believe that the other party will indeed perform (e.g., the company cancelling Ks, insolvent, etc rumor.) - If no adequate assurance,s the HO treat it as repudiated.

Answer 232

If the party has reasonable grounds for insecurity about the other's performance, the party makes a written demand for adequate assurances.

Answer 233

-the demanding party may suspend its own performance until it receives adequate assurances. -the other party must then provide adequate assurance within reasonable time, not to exeed 30 days. - Failure is repudiation.

Answer 234

1.the language used. 2.The prior relationship of the parties. 3.The surrounding circumstances. 4. The custom in the industry. -General price quotation is not offers. - For a price quotation to be an offer, they must be in response to a specific inquiry

Answer 235

1. Land: have a price specified, and land itself identified.

Answer 236

Sale of goods - UCC -Quantity that is certain or - we can determine with formula

Answer 237

A definite Time for these or they will not be enforceable. - Employment contract forever will simply be construed as "we can fire you whenever," ---- you can't enslave someone.

Answer 238

Your K can't say stuff like: - fair, appropriate, reasonable, appropriate.....to who? I XXXXXXX You can use the word like, all, solely, only. OK

Answer 239

There will be no offer without a price term.

Answer 240

if nothing, reasonable price for plumbing. Unless, the requesting party was aware of the quoted price beforehand.

Answer 241

1. Destruction, 2. Death - If someone pays for option and the offeror dies.--> Offer is alive. 3. Supervening illegality 4. Lapse of time - Reasonable... expires.

Answer 242

the offeree is aware of it; --> LOOK at Both Actions.

Answer 243

Offer revoked. - Power to accept terminated if you find out the subject matter of the offer has been sold.

Answer 244

at the time of receipt. - or -mailbox rule.

Answer 245

1. Options contract. 2. Firm offer 3. Detrimental Reliance, 4. Part performance (Unilateral K)

Answer 246

They can revoke.

Answer 247

nothing. You paid for that shit. You can still accept the offer you rejected as longas the offeror did not rely on it.

Answer 248

1. UCC sale of goods. 2. The offeror must be a merchant, someone who regularly deals with goods of a certain kind of someone with specialized knowledge of the business practices involved; AND 3. Written and signed offer that promises to keep an offer open for a certain period of time. (e sign too)

Answer 249

If all 3 elements, The offer cannot be revoked for up to 3 months. No need for consideration to make this offer firm. --> passing 3 months: just Daddy merchant.

Answer 250

Reliance has to be reasonably foreseeable.

Answer 251

it won't be revocable for a reasonable time in which the offeree could complete performance.

Answer 252

Acceptance of an offer. - Even if the Goat dies, then, the part performer's K still alive

Answer 253

1. Express, 2. Counteroffer 3. Conditional acceptance

Answer 254

Terminates the offer + Creates new offer.

Answer 255

This is Bargaining and does not terminate the offer.

Answer 256

"I accept if you love me." This shit terminates the offer and it becomes new offer. - Counter offers.

Answer 257

intent to be bound.

Answer 258

Offer revoked. - It is not full intent to be bound by the terms of the offer." - the offeror can revoke it.

Answer 259

1. Meeting of the minds, 2. ITBLB (Intent to be legally bound)

Answer 260

the common sense suggestion rule governs.

Answer 261

Contract and the additional term will become part of the contract unless; 1. Additional term materially changes the contract.

Answer 262

Essentially the courts look at a few factors. - 1. I sent an order for 10 Mc McBook. Rainbow sends his acceptance and says, "no warranty" if a warranty normally applies; this is material. - 2. Arbitration clause. - 3. If you say you demand ----- that not a single avocado is missing from every shipment. when the industry is our trade is... you can have a few missing or lost avocados per shipment and it will be fine; that shit is material.

Answer 263

You just can't add bananas.

Answer 264

Arbitration agreement..... happened. then, the best argument is that she did not object within a reasonable tiem and also that the arbitration clause was not material.

Answer 265

it is not incorporated unless it is agreed to. -If it is not a material term; it is incorporated unless it is objected to.

Answer 266

But Options can be assigned.

Answer 267

accepted when the person aware of the offer performs actions within the scope of the offer.

Answer 268

Beginning of the performance makes the offer temporarily irrevocable. So long as the person continues to perform; then offer can't be revoked until completion.

Answer 269

can be accepted by promises to perform.

Answer 270

1. the start of performance is enough to accept a bilateral K. 2. the start of performance is not enough to unilateral contract.L you need to complete the performance; and find Sparky.

Answer 271

1. Accept the shipment of red goats and pay the list price or 2. Reject it with no remedy.

Answer 272

counteroffer with no breach. no damages. because there is no contract.

Answer 273

counter offer.

Answer 274

they can't mail the wrong goods with a damn accommodation.

Answer 275

you can't lie to me and say you are shipping the right shit. then ship the wron gshit. don't lie to me, just actually send it with an accommodation. otherweise you are in breach .

Answer 276

Never acceptance. - Affirmative action needed. (even nodding)

Answer 277

1. I always do. 2. I have told you that my silence should be construed s acceptance.

Answer 278

Option contract: acceptance are not effective until they are received by the offeror. If the offer says, "acceptance is noly to be effective when received." no mailbox rule applies.

Answer 279

are only effective when received.

Answer 280

Acceptance and then Rejection (whichever comes first.-> wins)

Answer 281

K formed, unless the rejection arrives first and the offeror relied on.

Answer 282

K created by conduct are just as valid as those created by words.

Answer 283

one in which each party's promise is inferred from their conduct or actions. One party does sth and then knows the other party expects to be paid money. If each knows that the other will interpret their conduct as an agreement to enter into a K.

Answer 284

Mutual intent to engage in the contract +Mutual intent to be bound.

Answer 285

Implied in Law: -when there is no meeting of the minds, and no mutual assent to engage in K. But one party got unjustly enriched.

Answer 286

arise when a Plaintiff confers a benefit on a defendant and reasonably expected to be paid; and the defendant would be unjustly enriched if the plaintiff is not paid (disgorgement) - Equity

Answer 287

get the reasonable value fo the benefits conferred only. not K price.

Answer 288

there won't be a K if the parties terms are found to be too indefinite.

Answer 289

Price, time of shipment, place of delivery, time of payment; Reasonable price (plug a hole)

Answer 290

So long as parties have shown a willingness to enter K: the ct will try to fill any holes with reasonable terms.

Answer 291

K fails for indefiniteness.

Answer 292

No widgets, no goat figurines, .... fails for indefiniteness.

Answer 293

Must: Price, & describe the property & identify parties involved (seller, buyer, etc) XXXX just 2 acres of land XXX

Answer 294

Must: Salary to avoid indefiniteness.

Answer 295

Part performance. the fact you accepted it: indefiniteness issue.

Answer 296

Evidence of mutual agreement, distinguishes gifts from K, and helps use see that each party is getting sth of value.

Answer 297

inadequate consideration

Answer 298

consideration doesn't need to ultimately materialize for the original contract to be valid.

Answer 299

can be performance (e.g., not to sue them when you can)

Answer 300

Being his favorite girl: I give you $1. X no consideration

Answer 301

"If you fly to my home, I give you a car" - flied : not a consideration. - Grandma did not get anything in return for her gift.

Answer 302

what if grandson never met grandma for 10 years; then, "if you fly to my home, I give you a car" - inducement rather than condition. grandma is getting sth in return. love and his return into her life.

Answer 303

Requirement contract: - Apple must now use their best efforts to promote the sale and use of Goat's goggles and Goat must use his best efforts to make all the Apple vision goggles they require. --> Consideration on both sides.

Answer 304

not about bad faith.

Answer 305

this IS a violation of BAD FAITh.

Answer 306

1. Promissory estoppel

Answer 307

Retirement offer: + you relied on it. ==> promissory estoppel (선생케이스) Enforcement of the promise is necessary to avoid injustice. But the reliance should be actually foreseeable.

Answer 308

1. Promise 2. Reasonable Foreseeable and Detrimental Reliance 3. Enforcement Necessary to Avoid Injustice.

Answer 309

Make sure this shit actually should induce reliance.

Answer 310

No consideration needed. If we have a legal obligation that is no longer enforceable under the law: a new promise to fulfill the old obligation will be enforceable even without new consideration.

Answer 311

Existing legal duty you already had to do. is not consideration. because there is no legal detriment.

Answer 312

Fair and equitable in light of these unanticipated circumstances of the population increase.

Answer 313

Fair, Equitable, not Anticipated (Circumstance) --> 이럴 경우는 Modification이라도 Consideration이 필요 없음.

Answer 314

They simply have a good faith requirement. as long as modification is made in good faith and in observance of reasonable commercial standards and fair dealing.

Answer 315

Part Payment as Consideration in Exchange for a Promise to Forgive Debt.

Answer 316

If I owe you $500, and everyone agrees, I owe you $500, and you (Niceguy creditor)say, "i take $200 for full satisfaction of your debt." you can still sue my ass later on for the rest."

Answer 317

part payment is consideration for release. and our NiceGuy Creditor can't sue for the remainder of it.

Answer 318

A contract where only one party is bound. - One party obligation: invalid.

Answer 319

New Agreement by the parties to an already existing obligation to accept a different promise instead of hte original promise, with consideration on both sides.

Answer 320

Satisfaction the accord. as they both done what is required. of them under the new agreement.

Answer 321

enforce and must be supported by different consideration.

Answer 322

Discharges BOTH the accord and the original contract.

Answer 323

Rainbow can sue on either the accord or the original contract (one or the other)

Answer 324

Under What agreement you can sue under.

Answer 325

immediately replaces the old agreement with a new one. The parties can now only sue each other under the new modified agreement.

Answer 326

"Hey, here is some new shit you can do. But if you don't do it well I can still sue you under the old one."

Answer 327

사실상 Rainbow가 Loved music일 경우: - Consideration was not both sides.

Answer 328

Any failure to render full performance when performance is due.

Answer 329

- Is entitled to damages. - Must be ready and willing to perform.

Answer 330

Failure to substantially perform. Nonbreaching party may suspend its performance

Answer 331

Nonbreaching party may be entitled to damages but must still render performance

Answer 332

1. Breaching party fails to cure breach within a reasonable time after performance is due. 2. Time of essence, 3. Cure is impossible. 4. Breaching party repudiates K.

Answer 333

Suspends or terminates nonbreaching party's duty to perform unless breach is excused.

Answer 334

Whether the flooring company substantially performed.

Answer 335

Absence of Substantial Performance

Answer 336

1.Thwarts purpose of contract. 2.Deprives nonbreaching party of essential benefit of bargaining.

Answer 337

1. May give rise to claim for damages. 2. But it doesn't suspend or discharge nonbreaching party's duty to perform, 3. Leaves nonbreaching party with essential benefit of bargaining.

Answer 338

1. Loss of nonbreaching party 2. Extent to which nonbreaching party could be compensated by any detriment, 3. Any disproportionate forfeiture by breaching party based on its preparation performance, or substantial reliance on exchange, 4. Likelihood of cure by breaching party 5. Any absence of good faith or fair dealing by breaching party.

Answer 339

The dressshop hasn't suffered any significant loss. The dress shop is still receiving benefit from the flooring company. --> Therefore, the flooring company's breach is not material, but minor. --> Flooring company has substantially performed under the contract. --> The dress shop is still obligated to performa and must pay the company

Answer 340

If the party fails to render full performance when due, the other party may suspend performance but must wait for a reasonable time after the due date terminating the contract unless: - 1. Time is of the essence, - 2. Cure is impossible or apparently not forthcoming or - 3. The breaching party repudiates the contracts.

Answer 341

Despite the delay, the nonbreaching party receives the essential benefit of its bargaining.

Answer 342

It causes the nonbreaching party material prejudice or detriment. - Delay is too long ---> Breach is material. -----> Nonbreaching party doesn't intend to perform or ------ nonbreaching party's ability to obtain adequate substitute performance is substantially compromised.

Answer 343

Nonbreaching party doesn't have to give breaching party a reasonable time to cure. - Its duty of performance is completely discharged. - Performance by exact dut date is necessary for nonbreaching party to receive substantial benefit of bargain or avoid significant detriment.

Answer 344

Parties' duties can be broken into Multiple, successive corresponding sets of performances that can fairly be regarded as bargained for equivalents. - For purposes of breach, each set of performances 1,2,3, is treated as set stand along contracts. --> That is effective among stand along K 1,2,3,... but doesn't impact the larger contracts.

Answer 345

Must result from an event, nonoccurrence of which is a basic assumption underlying the contract.

Answer 346

is an assumption that must be true fact for a party to receive the expected benefit of her bargain. - If untrue, K wouldn't have occurred.

Answer 347

Nonoccurrence of the event isn't the nonperforming party's fault. - Act of God, - Act of 3rd party.

Answer 348

Nonoccurrence of the event isn't sth for which the nonperforming party assumed the risk.

Answer 349

The contract expressly allocates the risk to that party and - the party foresaw the risk, but knowlingly failed to make contractual provision for it. Despite a reasonable ability and bargaining power to do so.

Answer 350

1. Performance impossible. 2. Performance impracticable, 3. Substantially frustrate the contract's principal purpose.

Answer 351

1. Death or incapacity 2. Destruction of subject matter 3. Prevention of performance by law.

Answer 352

company cannot require performance. - GOAT: It only excuses the performance when the personal service are unique: like if someone hires a specific painter to paint a glorious Van Goat Painting. - Not when services are non unique and therefore delegable: performance will not be excused and the estate will have to pay for it.

Answer 353

Personal service contract and a party may recover for their services rendered; so long as their sickness are NOT foreseeable. - Temporary sick: suspend performance .. if it is too long, cancel ok

Answer 354

Suspension of performance by the paying side unless continued suspension becomes impractical. then they don't ahve to pay shit.

Answer 355

Performance is impracticable if it will cause extreme and unreasonable difficulty, expense, injury, or loss to one of the parties. even if the performance is still objectively possible.

Answer 356

A party's principal purpose is substantially frustrated if the other party's performance will become virtually worthless.

Answer 357

This accusation caused the artist work value goes doen. This change of cur might impact frustration of purpose. Althought the artist still able to create a sculpture, not the value of the sculpture is now worthless. Due to copying and forging allegations.

Answer 358

- Facts and cirs surrounding the transaction. - Commercial practices in the relevant industry. - Contractual clauses that obligate one party to get insurance

Answer 359

If the goods are destroyed before the risk of their loss passed from the seller to the buyer, and without fault of either party; the Contract is avoided.

Answer 360

Unless UCC provides otherwise, the risk of the goods passes to the buyer once the buyer receives the goods.

Answer 361

Risk of the good's loss passes from the seller to buyer when the seller delivers them to the 3rd party carrier. FOB.

Answer 362

Requires the seller to deliver the goods to a particular destination. Risk of the goods' loss: seller to buyer when the goods are tendered to the buyer at that destination; such that the buyer can take delivery.

Answer 363

1. Express Warranties. 2. Implied Warranty of Merchantability 3. Implied Warranty of Fitness for a Particular Purpose.

Answer 364

Seller's overt representation that the goods will conform to certain specifications.

Answer 365

Regardless of intention, 1. Affirmation or promise about the goods creates an express warranty that the goods will conform to that affirmation or promise. 2. Description of the goods creates an express warranty that the goods will conform to the description - Description may be in the contract or else where. 3. Sample fo the goods creates a n express warranty thtat the goods will conform to the sample.

Answer 366

any such affirmation, promise, description, or sample must form part of the basis fo the bargain. - 1. The buyer relies on the relevant factor in deciding whether to purchase the goods. - 2. The buyer is aware of the relevant factor when deciding to make the purchase.

Answer 367

Store deals with kitchen bowls; Store is a merchants. --> implied warranty of merchantability included.

Answer 368

1. Fit for ordinary purposes for which goods are used. -- here, no. 2. Fair average quality within description. -- here, poor quality. 3. Merchant? --> here, not merchantable. ---->So Store breached implied warranty of merchantability.

Answer 369

1. Seller (doesn't have to be a merchant) knew or had reason to know that the buyer needed goods for particular purpose. 2. The buyer relied on seller's expertises or judgment to select or provide suitable goods. --> here, the store breached implied warranty of merchantibility.

Answer 370

hard to disclaim. - A court will construe words or conduct tending to create an express warranty reasonably consistently with any attempt at disclaimer.

Answer 371

disclaimer inoperative (express warranty).

Answer 372

can be disclaimed by words or conduct that specifically mentions merchantability.

Answer 373

Does not have to be in writing, but if it is, writing must be conspicuous. - written in a way that a reasonable person should have noticed.

Answer 374

MUST BE IN WRITING. --> Writing must be conspicuous.

Answer 375

1. As is. 2. With all faults, 3. Other language that makes clear no warranties are implied.

Answer 376

An uncertain event that, if it occurs or fails to occur, triggers a party's contractual obligation to perform.

Answer 377

1. No conditions. 2. Default rules. 3. Performances that can be rendered at the same time are due concurrently.

Answer 378

The parties must tender their performances at the same time. (Concurrently). eg., payment (when K is silent)

Answer 379

1. One party requires period of time: must be completed first. 2. The other performance can be completed immediately.

Answer 380

Payment시간의 기준임.

Answer 381

Express, or (Implied or Constructive)

Answer 382

"on condition that" "if" "provided that"

Answer 383

From the facts and cir surrounding a transaction or from a law:

Answer 384

each party's compliance with this important duty is a constructive condition of the other party's performance.

Answer 385

The parties' written agreement isn't integrated with respect to the oral condition: the parties may use extrinsic evidence to prove an oral condition's existence.

Answer 386

The uncontrollability or unpredictability of the condition doesn't prevent an enforceable contract from forming. A conditional promise is adequate consideration so long as the promisor doesn't know that the condition can't possibly occur.

Answer 387

May be excused. --> the performance becomes due; even though the condition didn't occur.

Answer 388

1. Doctrine of prevention 2. Avoid disproportionate forfeiture. 3. Waiver or Estoppel

Answer 389

1. A condition fails to occur because a party didn't make a reasonable effort. 2. The condition's nonoccurrence is excused. --> The Party's performance is still due.

Answer 390

requires that a party refrain from conduct that prevents or hinders a condition's occurrence. - EG., if the seller called the loan place and told them not to give Goat the loan. - you can't prevent the condition. & use it as an excuse for nonperformance.

Answer 391

And the contracting party can wavie a condition which is for their benefit.

Answer 392

Reasonably, foreseeably and detrimentally relied on that waiver. - If Goat did not rely on it; the house owner retract it.

Answer 393

After a condition was supposed to occur. I could retract it right after I said it to you. but if Goat keep working until Jan 20th, then, Goat relied on it, I can't retract it. I pay. (ESTOPPEL)

Answer 394

The fact that the buyer didn't obtain a mortgage is excused. --> The buyer is required to perform.

Answer 395

Denial of Compensation that results when the party loses its right to the agreed contractual exchange after the party has relied substantially, either through preparation or performance, on the exchange's occurrence.

Answer 396

A party whose performance is conditional may waive the condition through words or conduct.

Answer 397

no consideration is given for the waiver. The other party has not detrimentally relied on the waiver. --> The waiver may be retracted and the condition reinstated.

Answer 398

The beneficiary party's words or conduct induces the other party to detrimentally rely on a justifiable belief that the condition has been satisfied, or that compliance is not required.

Answer 399

Mutually agreed on term that says that a party doesn't have to perform if an event occurs or fails to occur. - Unless wildly unaifr, Ct honor these express conditions.

Answer 400

Reasonable satisfaction. -If expert painter would have been satisfied, Rainbow must pay Goat.

Answer 401

- Subjective Standard . Can disapprove for any reason

Answer 402

objective standard. If a reasonable person would approve: You approve.

Answer 403

The constructive condition states that the service is to be done before payment is made. (1 week) - 공사자 중간에 반절 정도 끝내고 공사 요만큼 했으니 돈 줘: Constructive condition때문에 안 됨.

Answer 404

condition must happened before performance is due (right to perform)

Answer 405

condition runs alongside performance. you can use my car as long as you fill with gas. - at the same time performance is due

Answer 406

when K is enforceable unless sth happens that is you cna use my tractor until you graduate from farming school. once graduate, K enforceable. - Condition cuts off already existing duty

Answer 407

Installment Contract: Buyer can only reject when there is substantial impairment to that installment or entire contract)

Answer 408

they pay actual price of them minus any damages suffered from not getting the full shipment.

Answer 409

You can still cure the imperfect milk.

Answer 410

the seller cannot cure.(상한우유)Unless the seller would ahve some reason to believe that improper tender would have acceptable to this buyer. & The buyer would have a duty to allow this if the seller could get them the right goods in a reasonable time. - cure up to time of performance.

Answer 411

Seller can send the buyer new goods in a reasonable time after performance.

Answer 412

The same as acceptance. - If you don't say anything for a reasonable amount of time : one month, you accepted.

Answer 413

is NOT ACCEPTANCE. - you can revoke the goods after acceptance.

Answer 414

=Rejection. Bestbuy PC-> At home, son finds the beans init.--> Rejection

Answer 415

There was difficulty of discovering the defect or a reliance on the assurance of the seller. & There was a revocation of acceptance within a reasonable time after the discovery of the defect.

Answer 416

Absence of Substantial performance: material breach.

Answer 417

excuse performance of the other party

Answer 418

does not excuse performance of the other party (돈 줘야 함)

Answer 419

IS NOT a material breach. as long as it is reasonable time. + Unless it says, "TIME IS OF THE Essence."

Answer 420

K irreparably broken Defeats the purpose of K in the 1st place. Very root of K: one party goes to ct to collect damages caused by the breach.

Answer 421

Nonbreaching party remedies for minor breach.

Answer 422

you are not getting shit and have to try to throw up a Quasi K half court shot.

Answer 423

One in which the different parts of the K are unrelated and can be divided.(한 집 공사이지만 화장실 공사 / 침실 공사 각각 나누기가 가능한 경우): upon breach; it is one part breach.

Answer 424

Separate Shit with separate price.

Answer 425

Goat can 1. Terminate K 2. Hire others to substitute Rainbow 3. and or bring lawsuit 4. Change position in reliance on Rainbow's repudiation: then Rainbow will lose his power to retract his repudiation.

Answer 426

Repudiating party will not perform made prior to the time that performance is due by them. This excuses the other party's duty to pay any money. --> Immediate breach. --> Can be reversed or retracted so long as there has been no material change by nonbreaching party.

Answer 427

If a party truly has reasonable grounds to believe the other party will be unwilling to perform when performance is due. UCC sale of goods: The nervous Nancy party may IN WRITING demand adequate assurance that these lazy motherfuckers will perform.

Answer 428

When we are SURE they are UNAMBIGUOUSLY NOT PERFORMING THEIR TASK. When we DOUBT the other side.

Answer 429

= Repudiation (UCC) or innocent party can suspend performance up to assured. The other party only needs to answer if demand is reasonable and justified. --> 30 days to ponder upon this.

Answer 430

immediate repudiation either. Unless someone is clear and unequivocal you must demand adequate assurances first.

Answer 431

1. Intentionally or 2) by unintentionally acting in a unfair manner. --> Violate good faith and fair dealing.

Answer 432

Does not have to write "WARRANTY" or "Guarantee" - Reasonable buyer would regard the representation as providing assurance about an aspect of the product. - Not "opinion statement" like "this car is great." - Fact or promise about goods. - Applies to merchants and non merchants.

Answer 433

Only merchants. Serving food and drink at a restaurant carries an implied warranty of merchantability. Your food is fucked up: you can come for those people.

Answer 434

The seller 1) knows the particular purpose for which goods are going to be used by a buyer, 2) the buyer is relying on the seller's skill and jdugement to eslect suitable goods.

Answer 435

Generally acceptable Northface.

Answer 436

even if writing, "All warranties are disclaimed" no.

Answer 437

"as is." "with all faults" + Conspicuous.

Answer 438

"the warranty liability shall be limited to $10,000. For both express and implied warranties. + the test is whether this limitation is unconscious or not. + personal injury는 limit이 안 됨. - "yea if this fitbitlights on fire and then you on fire, you can only get $12 for that." XXXX

Answer 439

the risk of loss passes to a buyer upon tender of delivery. - Tender of delivery occurs when the seller makes the bgoods available to the buyer and notifies the buyer that the goods are ready for pick up. -May be modified upon breach.

Answer 440

Nonmerchant--> Available Merchant--> buyer Possession.

Answer 441

risk of loss remains on the seller until the buyer either accepts or there is a cure.

Answer 442

2 parties manifested a belief to an absolute certainty; that sth in the future will occur; then it doesn't occur (parade cancelled) - K not voidable. - Like condition subsequent - It discharges the party who got fucked over form having to perform any unperformed future obligations. - hotel 값: Restitution.

Answer 443

frustration of purpose.

Answer 444

About circumstances at the time we contracted. PRESENT at the time fo K.

Answer 445

Both parties thought it will happen but it does not FUTURE. - NOT UCC. SALE OF GOODS. - about purpose.

Answer 446

Objectively impossible. subject matter destroyed

Answer 447

Subject standard

Answer 448

not generally recoverable for breach of K. Unless the conduct constituting the breach is also a tort for which punitive damages are available.

Answer 449

1. Foreseeable at time contract was made. 2. Provable with reasonable certainty.

Answer 450

Breaching party had reason to foresee them as probable result of breach. --> Cir that give breaching party actual or constructive knowledge of the loss that might result from the breach.

Answer 451

place the nonbreaching party in the same economic position he would've occupied had the K been fully performed.

Answer 452

include reasonable expenses nonbreaching party incurs due to the breach. e.g., cost to obtain a substitution performance (jobloser paid for the agency = $500)

Answer 453

The nonbreaching party must take reasonable steps.

Answer 454

won't recover any costs or losses he incurs by continuing to perform once it becomes clear that the other party will breach.

Answer 455

incidental damages

Answer 456

Mitigation efforts involving undue risk, burden, or humiliation are not required.

Answer 457

costs and losses that arise; - Not in the ordinary course of events from the breach; but - From special circumstances peculiar to the nonbreaching party.

Answer 458

The crankshaft was the only thing that he had.

Answer 459

The miller can recover the lost profits as part of his expectation damages.

Answer 460

딱 4th/4만큼만

Answer 461

1. Recover damages for nondelivery. 2. Cover by acquiring substitute goods. 3. Recover any specifically identified goods. 4. Obtain specific performance or replevin.

Answer 462

Buyer (retailer) damage: contract price - market price (at time buyer learned of breach) + incidental or consequential damages - expenses saved due to breach.

Answer 463

Making reasonable good faith purchase of substitute goods without delay.

Answer 464

K price - cost of cover + incidental or consequential damage - expenses saved.

Answer 465

-expenses reasonably incurred in handling properly rejected goods. -reasonable expenses or commissions incurred in covering contract. -e.g., shipping cost: commercially reasonable expenses incident to retailer's cover.

Answer 466

losses resulting from buyer's needs of which seller had reason to know and which couldn't reasonably be prevented by cover or otherwise. - tend to involve costs that are not so directly related to goods themselves as incidental damages.

Answer 467

Value of goods accepted - value goods would have had if had conformed to contract = expectation damages Value of goods received - value of goods as warranted= damages.

Answer 468

1. Possible for repairs to place the good in its warranted condition (repair costs). 2. Not possible for repairs to place the good in its warranted condition (Repair costs + remaining difference in value)

Answer 469

Seek to return an injured party to position he would have been in had he not entered the contract.

Answer 470

if Expectation damges are too speculative or uncertain here, no net profit to the entrepreneur).

Answer 471

Promissory estoppel.

Answer 472

cost to injured party, not value of any benefit conferred on breaching party. Not greater than any expectation damages (usually) reliance damages cannot exceed K price.

Answer 473

return to injured pary any benefit conferred on the breaching party. Unjust enrichment. Used if nonbreaching party has partly performed and measure of restitution damages exceeds K price. Claimant who has materially breached may also seek to recover restitution on a quasi contract theory.

Answer 474

If claimant fully performed, Ct don't permit restitution damage.

Answer 475

1. Calculated by value rendered to breaching party. 2. Unlike reliance, are not limited to K price.

Answer 476

set forth in K. Not penalty; seek to compensate injured party rather than punish breaching party. must be reasonable.

Answer 477

When subject matter is unique, or valuation of subject matter is unique. (e.g., parcel of land) - Not granted for personal service. - Not granted employment contracts.

Answer 478

are entitled to SP, if goods are unique or in other proper circumstances.

Answer 479

How commercially feasible is it for a buyer to replace the goods.

Answer 480

The distributor can use "peculiar soil taste of the vineyard to argue the wine is unique so that the specific performance is appropriate."

Answer 481

the Ct decree will contain payment terms.

Answer 482

Legal remedy in which the buyer recovers goods specifically identified K. Suitable when the buyer cannot obtain substitute goods via the cover remedy.

Answer 483

permits a court to amend a contract that misstates the parties' intent due to mutual mistake.

Answer 484

typically used to correct clerical mistakes in writing a contract down.

Answer 485

Unilateral mistake. unless the nonmistaken party actually knows about the mistake on the other parties behalf and especially in instances of fraud where they cause the mistake.

Answer 486

material breach

Answer 487

reasonably certain. NOT speculative

Answer 488

What money would the injured party have had if they did not act in reasonable reliance on the breacher's promises?

Answer 489

A party that materially breaches can still recover under a theory of restitution the amount of the benefit that their performance gave to the nonbreachiing party.

Answer 490

when the breaching party or nonbreaching party has partially performed and conferred a benefit onto the other party. The moment they fully perform they are limited to damages under the contract.

Answer 491

Reliance does not

Answer 492

Restitution is what you gave.

Answer 493

on a theory of reliance.

Answer 494

Value of a benefit conferred.

Answer 495

1. Reasonably foreseeable (objective) 2. Not have to foresee how big they will be but they needs to foresee the type of loss. 3. Damage has to be a probable result of the breach of contract. ---> So the plaintiff has to proof the damage with reasonable certainty.

Answer 496

foreseeable lost profits on this.I was fully aware that the damage will flow from the weather. (포도밭) e.g., loss of profits. - attorney's fee--> not consequential, not incidental. just part of the game.

Answer 497

the cost you incurred dealing with the breach itself.

Answer 498

directly and immediately tied to the breach whereas consequential damages are secondary or indirect losses from the breach but are not directly caused by it.

Answer 499

always recoverable.

Answer 500

Conversion. - The seller's remedy will be the fair market value at the time of hte wrongful conversion.

Answer 501

1. Buyer breaches and seller keeps the goods. 2. Seller has an unlimited supply of goods, 3. Seller probably would have made another Profitable sale in addition to the one you fucked him over on.

Answer 502

The difference between the list price and the cost to the seller of the goods (PROFIT).

Answer 503

if the seller has unlimited goods and I breach, I am getting lost profits.

Answer 504

The seller has breached but the buyer has kept the goods. --> The price of the graffiti if it had been "perfect" minus the Fair Market Value as delivered. ($50 m - $5 m).

Answer 505

often a determination of what the value of the good would have been had tender been perfect. but not always. -Goods as warranted.

Answer 506

자체도 Reasonable해야 한다. 안 그럴 경우 Market Price = cover 가 된다. The alternative goat figurine has to be reasonable. not ...

Answer 507

damage= difference btw sales price and fair market value on breach date.

Answer 508

not on Construction Contracts.

Answer 509

Partial breach. - The non breaching party will be limited to recovering the missed payment, not the entire contract price.

Answer 510

when we have a wrongful breach by an employer the employee will get the full contract price minus the wages earned elsewhere after the breach.

Answer 511

1. New contract, + Cost incurred in mitigate the breach (unsuccessful second interview). --> Expectation damage

Answer 512

the employee will simply have to pay whatever it costs to replace them.T

Answer 513

the employee must mitigate if they can, but theya re not required to take other employment that is inferior.

Answer 514

similar, in regards to location, pay, hours of work, types of responsibilities and status.

Answer 515

if they are offered it, and if they are not, their losses will be reduced by the amount they could have earned accepting this comparable employment.

Answer 516

the amount they earn will still be offset against the damages in their contract action.

Answer 517

Difference between K price and Fair market value of the property.

Answer 518

if the owner of the house breaches, the construction company usually gets the profits from the contract plus costs incurred to date.

Answer 519

the builder has no duty to mitigate. they do have a duty not to increase their damages.

Answer 520

the damages are the cost to comply with the original contract or diminution in market value.

Answer 521

Seller gets full K price when there is no resale market. - Seller has to complete manufacture when there is resale market.

Answer 522

Parties can provide for their own remedy for breach: fix damage. - can be enforced so long as it si not penalty or unconscionable.

Answer 523

Earnest money.

Answer 524

- reasonable. - if unreasonable, they just get actual damage.

Answer 525

generally not recoverable for a breach.

Answer 526

are recoverable upon willful, wanton, or malicious and Purposeful breached by the defendant. O

Answer 527

proportional. - Actual damage $3, - Punitive damage $900 X

Answer 528

raised by breacher. - Plaintiff takes TOO long to bring an action and it prejudices the defendant.

Answer 529

raised by breacher. if a party asking for relief has done sth fucked up in relation to K and shouldn't be allowed to recover. - Hooves are clean

Answer 530

when a nonbreaching party may sue for damages in law or in equity due to a mistake or misrepresentation of a material fact or for other grounds such as duress, illegality, undue influence, lack of capacity, and failure of consideration. - Remedy: unwinding the whole thing.

Answer 531

If when forming their contract; party A or Party B has reason to understand taht teh other intends non party C to benefit from the contract, the non party C is an intended beneficiary.

Answer 532

has to vest.

Answer 533

when the 3rd party actually acquires contractual rights and can bring the lawsuit.

Answer 534

the beneficiary's rights under the contract. without the beneficiary's knowledge or consent.

Answer 535

Vest in 4 simple and fun situations.

Answer 536

Vests 4 types 1. Knowledge is always requirement. (for their rights to vest the 3rd party intended beneficiary must always know about them). 2. Knowledge + manifesting assent. (If the promisee sent a letter acknowledging the contract was for their benefit) 3. Knowledge + sues to enforce, (소송했음) 4. Knowledge + Express term in the Contract (아예 계약에다가 Vest라고 써 놓음)

Answer 537

2 different types of intended beneficiaries.

Answer 538

someone who a promisee intends to benefit gratuitously. as a gift basically.

Answer 539

can enforce their rights since it stemmed from a contract between 2 other people with consideration on both sides.

Answer 540

consideration.

Answer 541

If Goat would pull his carriage for 3 months, the farmer would pay the bank $50,000 on Goat's behalf.

Answer 542

creditor beneficiary.

Answer 543

must be explicitly stated in K.

Answer 544

K gets fucked up: Beneficiaries rights gets fucked up.

Answer 545

I am talking about their right to that cash money.

Answer 546

the promisee (the farmer) can assert any defenses he would have against Goat against the Bank too if they sue.

Answer 547

are subject to defenses that could be made against their benefactors and it leads to loss.

Answer 548

measured by the contract itself.

Answer 549

Bank could sue both Farmer and Goat.

Answer 550

the parking lot charity could only sue Goat once the people jumped into Lake Michigan, not the people themselves if they did n't jump in the first place.

Answer 551

they are said to "assign" it.

Answer 552

IS NOT a promise to do something in the future once you get the rights or something.

Answer 553

you have to have the contract rights now; and transfer them presently.

Answer 554

It (Bank 1 K) got modified. You get a modified contract assigned to you, not the original one.

Answer 555

no consideration is required.

Answer 556

oral, written.

Answer 557

recovable.

Answer 558

when there was a detrimental reliance.

Answer 559

Tipcorn can just pay for Goat.

Answer 560

they now have to pay The Bank. Kyle, and can't just pay you.

Answer 561

obligor (Tipcorn) if the assignor (Goat) told the obligor (Tipcorn) about the assignee and said they should pay Kyle (Assignee). Restatement.

Answer 562

1. Prohibition on assignment in a contract. 2. Invalidation of Assignment in a contract.

Answer 563

When a contract says some shit like "assignments are prohibited," or "this contract cannot be assigned," you can still assign it.

Answer 564

The person who makes this assignment will be liable for breach of contract; but the assignee who does not know of the prohibition can still enforce the assignment.

Answer 565

you can still assign shit, you just can't delegate it.

Answer 566

If there is assignment, this contract is void. If assigned, this contract has no effect.

Answer 567

Both Right and the Power to assign: takes away. if you do it, VOID.

Answer 568

even if they innocently did not know about the invalidation making it void.

Answer 569

When we materially increase the obligor's burden or risk or impair the obligor's chance of obtaining return performance.

Answer 570

it increase their risk of having to pay out a claim. --> you can't say, like, "haha great, I ssigned the insurance right to crakheaad jimmy's house." NO.

Answer 571

transfers rights and benefits of a contract.

Answer 572

transfers duties and burden's of K. you have a duty of performance and you are getting someone else to perform it like a lazy bastard.

Answer 573

unique services or personalized skills are not allowed.

Answer 574

contract for musicians, poets, or basketball players, we want the actual person we contracted for. So delegation is implicitly prohibited.

Answer 575

when K prohibits delegations or assignments.

Answer 576

you prohibit delegations.

Answer 577

where it would change the obligee's expectation of what they are getting.

Answer 578

cannot be delegated to Crackhead Jimmy Nutty Naturals.because Jimmy can't meet their demand.

Answer 579

gets significantly lower (XXXX can't delegate)

Answer 580

is less Capable or reliable XXXX So the delegating party (Goat Organic) always remains liable to the obligee.

Answer 581

Both Goat (delegator, lazy) and Rainbow brown (delegatee, hardworking) if microwave fucked up.

Answer 582

a novation and release the original delegator so they will not be liable.

Answer 583

all the parties get together and agree that the original pary is not liable.

Answer 584

in a novation everyone must agree to release the original aprty.

Answer 585

we substitute a party for a new party.

Answer 586

we add a party.

Answer 587

courts typically construe the buyer's selection as a constructive condition to the seller's performance.

Answer 588

seller excused for any resulting delay. ==> Seller can perform in reasonable manner or treat the buyer's failure to specify as breach.

Answer 589

Buyer Buyer must specify the asssortment when K doens't expressly condition the seller's performance on teh buye'rs selection courts tpically construe the buyer's selection as a constructive condition to the sellers performance.

Answer 590

Exception: Specially manufactured goods. oral is ok 1. Specially made for the buyer 2. Seller must have substantially begaun. 3. Goods must not be sellable in the seller's ordinary course of business.

Answer 591

damage ok, still have to perform. unless time essence indicated.

Contract Flashcards

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