Contract Final Flashcards
Study (53 cards)
What are Article 2 & 2A of the UCC?
Art 2 - Sale of Goods; Passing title from seller to buyer for a price - NOT applicable to services - Tangible items that are movable at time of I.D in contract.
Art 2A - Lease of Goods - Exclusive Use for a predetermined amount of time. NOT applicable to Real Estate Property.
Mixed Sale has both Goods & Services but is handled on a case by case basis to determine the primary factor of the transaction (goods or services).
What if there is no language in UCC about a topic?
When UCC is silent Common Law applies.
What are Open Terms?
Open Terms are sections of a sale or lease contract in which the parties can “Read Into” or interpret the meaning. Offers are more loose under UCC - The only thing Not flexible is QTY - PPDA - Price, Payment Delivery + Asstmt are all flexible.
What is a Firm Offer?
Like an Option Contract but w/o payment. With a written and signed document the merchant can’t revoke the offer but there is NO CONSIDERATION.
How does Acceptance work under UCC?
The same “Mailbox Rule” applies like in Common Law but acceptance does not require the “mirror image” standard – The offer and acceptance DO NOT have to match.
What is an Accomodation Shipment?
When the seller sends the buyer a shipment that is not what was agreed upon but sends a letter of accomodation with the shipment that is actually a counter offer. If the buyer accepts the delivery that can constitute acceptance unless there is specific language in the original agreement about not accepting Accomodation Shipments.
What is the Statute of Frauds?
- In Common Law it is a statute enacted in every state that req’s certain contracts to be in writing so that terms are not forgotten or fabricated or misunderstood.
- In UCC it is more general and merely recognizes the <$1000 Lease must be in writing.
What are the 6 contracts that must be in writing to be enforceable?
Land cannot In One Year Cosign Marriage Sales <$500
6. Real Estate Agents Contracts
What is the Modern Rule for returning engagement rings?
Ring MUST be returned as there is a “no fault” view of the transaction regardless of who broke it off and the value of the ring.
What is the Parol Evidence Rule?
A rule created by the courts that says a COMPLETELY INTEGRATED CONTRACT is viewed as BEST EVIDENCE and that PRIOR oral or written statements and agreements NOT w/i the 4 CORNERS of the contract CANNOT be brought in to COURT unless language is UNCLEAR or amibiguous.
What are 4 Contracts that cannot be assigned?
- Personal Service (commissioned painting)
- Future Rights (Transfer an inheritance you haven’t gotten)
- Materially alter risk & duties of obligor (Car Insur)
- Legal Action involving personal rights (Cannot assign right to sue to another in an injury case).
Under the Assignment of Rights who are the 4 parties involved and what do they do?
Under the Delegation of Duties?
- Obligor - Party who owes a duty of performance
- Obligee- Party who is owed a right under contract
- Assignor - Obligee who transfers the right of performance.
- Assignee- The party to whom the right has been transferred to.
- Obligor - Party who transfers their duty is the Delegator
- Obligee- Party who is owed a right under contract
- Delegator - The obligor
- Delegate- The party to whom the duty has been transferred to.
Who notifies the obligor of assignment? If they are not notified?
The ASSIGNEE - If they do not do so the Obligor may continue to render performance to the assignor.
What is an Anti-Assignment Clause?
One that prohibits the reassignment of rights or delegating of duties to a 3rd party.
What is an Approval Clause?
Clause that allows reassignment of the contract only upon receipt of the obligor’s approval.
What is Battle of the Forms?
When the parties to a contract engage in back & forth negotiations in writing in an attempt to get the other to agree to their standard terms. The last written doc is the one that takes effect.
What is the Equal Dignity Rule?
It is a rule in regard to real estate agents’ contracts. It states that an agents’ contracts to sell property or real estate covered by Stat of Frauds MUST be in writing to be enforced so there is equal dignity.
What is Incorporation by Reference?
When Integration is made by express reference in a document that refers to and incorporates another document within it.
What are liquidated damages?
Damages that are pre-determined by the parties to the contract that are decided upon in advance and paid upon breach. There is no penalty and must be reasonable. Used when damages are difficult to determine. Example - Leasing condo units that are not ready.
What are mitigation of Damages?
Duty on non-breaching party to not exacerbate their damages (Example: Employment termination cases)
What is the Gap Filling Rule?
UCC Rule created to deal with Open Terms; allows open terms to be “Read Into” a contract.
What is a Firm Offer?
It is an offer that is similar to an Options Contract in that the seller holds the offer open with a signed written agreeement in place for up to 3 mos. Differs in that there is NO CONSIDERATION.
What is the Doctrine of Part Performance in respect to the Stat of Frauds?
It is an EXCEPTION to the mandatory rule that real estate contracts be put in writing. It allows the court to order the completion of a partial real estate transaction that was started as an ORAL transaction in order to avoid injustice.
What is Accord & Satisfaction?
When there is disagreement to an amount owed like when a party sends a check for a lesser amount and writes “Paid In Full” in the memo line - If the receiving party cashes the check they accepted the accord and satisfied the contract.
