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Bar Exam 2019 > Contract Law > Flashcards

Contract Law Flashcards

1
Q

What is a contract?

A

Legally enforceable agreement (every contract is a legal agreement PLUS ____)

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2
Q

What is a quasi contract?

A

Equitable remedy (Restituion) (contract law doesn’t apply - this is equity!)

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3
Q

What are the elements of Quasi Contract?

A

(1) P has conferred a benefit on D, AND
(2) P reasonably expected to be paid, AND
(3) D realized unjust enrichment if P is not to be compensated.

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4
Q

How to measure recovery for quasi contract recovery?

A

Focus on the value of the benefit conferred. (Contract price can serve as the ceiling if she is the party at fault)

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5
Q

What is a bilateral contract?

A

Offer that is open as to the method of acceptance (most on bar exam, offeree can give a return promise, go out and start working - either way)

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6
Q

What is a unilateral contract?

A

Offer that expressly requires performance as the only possible method of acceptance (reward poster want you to show up with the dog in your arms, that’s a unilateral contract offer)

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7
Q

Assume bilateral contract unless:

A

(1) reward, prize, contest
(2) offer expressly requires performance for acceptance —-“OFFER ONLY BY”—— MY OFFER CAN ONLY BE ACCEPTED BY ____ DOING….

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8
Q

What does Article 2 apply to?

A

Article 2 applies to contracts that are primarily sales of goods. Most but not all UCC rules are the same as the common law rules. The factors that determine whether Article 2 applies are thus: (1) Type of transaction - sale (2) subjection matter of transaction - goods, tangible personal property

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9
Q

Consider contracts with Garrison to lecture for Native scholarships. Does Article 2 apply?

A

No. This is a common law employment contract.

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10
Q

What factors determine whether its Article 2?

A

(1) Type of transaction (sale)

2) subject matter of transaction - goods (I.e. tangible, personal property

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11
Q

Bill Gates agrees to buy Mandy Moore’s Malibu Bay Club penthouse. Does Article 2 apply?

A

Yes. This is a real estate contract. This is not tangible, personal property.

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12
Q

Bill G contracts to buy Callie’s 73 Cadillac for $400. What type of law applies?

A 
Article 2
(Is this commercial deal between merchants? Contract price was only $400 so statute of frauds doesn’t apply, but UCC does)
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13
Q

If it was services and goods, what do you apply?

A

Predominant purpose test. Was it predominantly one? Go with it.

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14
Q

If divisible contract, then what?

A

If contract divides payment, then apply UCC to sale of goods part and common law to the rest

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15
Q

Formation of a Contract Levels:

A

In looking for an agreement watch for initial communication - offer - and (2) level 2 - what happens after the initial communication “termination of the offer” and (3) level 3 - who responds and how she responds acceptance

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16
Q

What’s the first thing to look for?

A

Offer

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17
Q

What is an offer?

A

“An offer is a manifestation of an intention to contract-words or conduct showing commitment”

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18
Q

What is the test for an offer?

A

Th basic test is whether a reasonable person in the position of the offeree would believe that his or her assent creates a contract.

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19
Q

What is a reasonable person offer?

A

I said I would sell the farm, even though I was joking, Bryan didn’t know, so he can buy it (even if I whispered in Brandon’s ear I was joking).

Go ask Tom for a job and he laughs it off and says get it out of here, so I take it as I have a contract. “Reasonable person” would believe it. Doesn’t matter what Tom’s subjective intent was.

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20
Q

What’s the first thing to look for with an offer?

A

First, must look for the price. In common law, it must have the price. If its Article 2, the price can be omitted.

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21
Q

S offers to sell Blackacre toB. Nothing is said about price. Offer?

A

No. Price is required.

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22
Q

S offers to sell her car to B. Nothin is said as to the price. Offer?

A

Yes. IF THE PARTIES SO INTEND. This is Article 2, so usually have to have the price, unless if the parties so intend.

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23
Q

What is required for Sale of Goods in Article 2’s offer?

A

There is no price requirement; it is still an offer if parties so intent.

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24
Q

S offers to sell her car to B for a fair price. Offer?

A

No. Not if its a vague or ambiguous material term for the price.

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25
Q

What are the key words for vague or ambiguous material terms?

A

Fair, reasonable, or appropriate

26
Q

Vague or ambiguous? What do you tell bar?

A

No offer

27
Q

What are widgets?

A

Goods. Think Article 2.

28
Q

B offers to buy widgets from S for five years. There’s no a specific quantity term in the “offer” instead, it provides that B shall purchase ALL of its widgets from S. OFfer?

A

yes.

29
Q

B buys 1,000 widgets in each of the first Rhee years of the agreement. B then orders 6,000 widgets in the fourth year. Is there a contract for 6,000?

A

NO. Buyer can increase requirements so long as the increase is in line with prior demands.

30
Q

Is an advertisement an offer?

A

No.

31
Q

When is an advertisement an offer?

A

(1) An advertisement can be an offer if it is in the nature of a reward.
(2) An advertisement can be an offer if is specific as to quantity and expressly indicates who can accept.

32
Q

When can an offer be accepted once its terminated.

A

Never. An offer cannot be accepted if it has terminated. An offer that has been terminated is dead.

33
Q

When does revocation of an offer become effective?

A

Revocation of an offer sent through the mail is not effective until received.

34
Q

When does revocation of an offer become effective via mail?

A

When it is RECEIVED. (Not the mailbox rule here)

35
Q

If you haven’t seen acceptance yet, can the offer be revoked?

A

(1) option contract
(2) Merchant firm offer rule
(3) Reliance - detrimental reliance
(4) Unilateral contract state of performance

36
Q

What is an option contract?

A

An offer cannot be revoked if the offer or has

(1) promised to keep the offer open AND
(2) promise is supported by consideration

37
Q

S offers to sell her car to B for $400. S promises to keep the offer open for a week? Can S still revoke?

A

Yes. No consideration.

38
Q

What is the Merchant Firm Offer Rule? What are the elements?

A

An offer cannot be revoked for up to 3 months if:

(1) offer to buy or sell goods
(2) signed, written promise to keep the offer open, AND
(3) the party is a merchant.

(Merchant is generally any person operating a business).
Don’t need consideration here!

39
Q

S a used car dealer offers to sell B a Cadi for $400. The offer is in writing, signed by S and exprressly promises it will be kept open for a week. Can S revoke?

(1) what if S’s promise is oral? Can S revoke?
(2) What if S promises by signed writing to keep the offer open for six months?
(3) What if S’s promise by signed writing to keep the offer open does not state a time period?

A

Not for 1 week, because we have a Merchant Firm Offer. No consideration required if meets the elements

  1. Yes. If its oral, it’s revocable.
  2. No. The rule under Merchant Firm Rule, only up to 3 months. If you want to hold it open for 6 months, form an option contract. Can only use the Merchant Firm OFfer Rule for 3 months.
  3. The court will form a reasonable time period, but cannot go past 3 months
40
Q

S Used Cars makes an offer by signed writing to B to sell a 73 Cadillac for $400. May S revoke?

A

Yes. This is not the same thing as promising to hold it open, just because it is in writing.

41
Q

When selling a house, what is the Merchant Firm Offer Rule?

A

THERE IS NONE BECAUSE HOUSES ARE CONTRACT LAW!

42
Q

S offers to sell B her house for $100,000 and the written offer promises that if it can be accepted for the next 4 months. May S revoke?

A

Yes.
This is a house so it’s CONTRACT LAW.
She could make it an option contract under contract law by paying consideration.

43
Q

What is reliance?

A

An offer cannot be revoked if there has been detrimental reliance by the offeree that is reasonably foreseeable.

44
Q

If you make a valid Merchant Firm Offer, when is it revocable?

A

It is not revocable. That’s the point. Unless it’s past 3 months. Be ready if you see “firm offer.”

45
Q

What is unilateral contract start of performance?

A

Start of performance pursuant to an offer to enter into a unilateral contract make that offer irrevocable for a reasonable time to complete performance.

46
Q

O offers P $1,000 to paint I’s house. O’s offer states that it can be accepted only be performance. P strats painting. Can O revoke?

A

No way. Start of performance pursuant to a unilateral ocntract offer makes it irrevoakble for a reasonable time to finish it.
Unilateral contract offer.

47
Q

When does a counter offer stand as an offer?

A

Never.

48
Q

What happens if someone dies?

A

Death or incapacity of either party after the offer, but before acceptance, terminated offer. BUT death doesn’t terminate obligations in the contract. If the deal is done, the estate generally pays. Death terminates offers.

49
Q

What if dies during an option contract?

A

The offer goes to the estate. You paid consideration.

50
Q

Analysis for whether an additional term is a part of the contract:

A
  1. Look to see whether both parties are merchants.
  2. If both parties are merchants, the GENERAL RULE is that the additional term is a part of the contract.
  3. There are 2 important exceptions to this general rule
    (I) the additional term is NOT a part of the contract between merchants if it materially changes the offer or
    (Is) the additional term is NOT a part of the contract between merchants if the offer or objects to the change.
51
Q

Who can accept?

A

Generally, an offer can be accepted only by:

(1) a person who knows about the offer; and
(2) the person to whos it was made.

Offers cannot be assigned; options can be assigned unless the option otherwise provides.

52
Q

I offer an aware for whoever finds Fluffy. YOu find Fluffy without knowing about the award. Is that acceptance of my offer?

A

NO. If your have no idea about it, you cannot accept. Not generally on the bar, but this is an example.

53
Q

I offer to sell car to you for $400. Can you sell ther offer toBill so he can accept the offer?

A

No. You cannot assign the right to accept the offer.

54
Q

What if you pay me $10 for a ten day option to buy the car for $400? Can you sell the option to Bill so he can now exercise the offer?

A

YES. Bill can accept the offer.

55
Q

What are the methods for acceptance?

A

Generally 6 patterns:
1. If the offeree fully performs - conduct not words

  1. If the offeree starts to perform
  2. The offeree promises to perform
  3. The offeror and the offeree are at different places and there are conflicting communications (mail box rule)
  4. Seller of goods sends wrong goods
  5. The offeree is silent
56
Q

What if you ship the wrong goods?

A

Acceptance and breach.

57
Q

What is “bargained for?”

A

ASked for by the promise in exchange for her promises.

58
Q

What is consideration?

A

Bargained-for legal detriment.

59
Q

How to find consideration?

A

Identify Pirmisor (defendant) and ask what did he bargain for. Identify Promisee (P) and ask what detriment did she incur.

60
Q

Forms of Consideration

A
  1. Performance (doing something not legally obligated to do
  2. Forbearance - not doing something legally entitled to do
  3. Promise to perform
  4. Promise to forbear
61
Q

Past consideration is ____

A

NOT CONSIDERATION.

Bar Exam 2019 (6 decks)

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