Flashcards in Contracts Deck (92)
Sale of goods: UCC Art 2
Lease of goods:
*NY* UCC Art 2A
Other (real property etc): CL
Offer - define
Manifestation of intention to be bound.
Ad - offer?
Only if quantity specified.
No price stated - indefinite or offer?
Reasonable price applied EXC real property.
Quantity specified as "buyer's requirement"?
OK. Minor fluctuations OK, not surprising/major fluctuations.
Offer termination - 2 forms
Lapse - reasonable time or stated time
Revocation - direct when received by offeree, or indirect via conduct when offeree aware of conduct.
Irrevocability of offer - 4 types
Foreseeable reliance on offer (eg. Subcontractor)
Performance of unilateral
Option - requirements?
Promise + payment
(No need for merchant)
MBE: Payment always required
*NY* Payment not required if signed writing
Firm offer - requirements?
Merchant + signed writing
Max period - 3 months (even if agreement states longer period)
(No consideration needed)
Foreseeable reliance on offer
Eg. subcontractor's offer as basis of contractor's bid
(Rare because reliance is usually after acceptance)
Performance of unilateral contract
Only MBE - cannot revoke once performance has started (not incl "mere preparation"
*NY* - can revoke until performance is complete (=acceptance)
Rejection of offer - 3 types
Counteroffer (not incl mere bargaining)
Conditional acceptance (=counteroffer)
Acceptance varying offer
Acceptance varying offer - Cl/SoG?
CL: Mirror image rule
SoG: 3 conditions for acceptance:
1. Both merchants
2. No material change
3. No objection w/in reasonable time
Acceptance varying offer - when not applied to agr?
Change causes hardship/surprise to offeror.
Improper performance - result?
Simultaneous acceptance and breach.
EXC Sog - goods sent as accommodation (not acceptance yet)
Acceptance - when mailed (even if rejected verbally later.
- offer states otherwise
- irrevocable offer - acceptance when received
- if rejection mailed then acceptance mailed - race whichever arrives first
Defenses against formation - 8 types
Lack of capacity
Mis-rep / nondisclosure material fact
Ambiguity / misunderstanding
Mistake re material fact
Lack of capacity - power to disaffirm/enforce
May disaffirm. (EXC: necessities to live - reasonable value).
Silence after capacity restored = implied affirmation
Threat to breach existing contract if 2nd offer not accepted.
No reasonable alternative
Material fact only.
Mistake re material fact - mutual/uni?
EXC: Mistake re value.
Uni - no defense, EXC other party knew of mistake.
Consideration - past consideration defense?
*NY* Yes if signed writing and can be proven
(promise to pay for something already done)
Must consideration reflect value?
"I will if I want..."
Consideration for contract modification?
Art. 2: Not required if good faith reason exists.
CL: Required. EXC if 3rd party agrees to pay.
*NY* No consideration needed if signed writing
Agr to make partial payment and waive remainder
Due and undisputed:
*NY*: Valid if signed writing.
(reasoning: creditor waiving w/o consideration)
EXC: Time-barred (collection barred by state limits): written promise enforceable
Fallback when unenforceable due to lack of consideration?
Promissory estoppel (reliance)
Public policy defenses?
Non-compete (scope, need/uniqeness)
Exculpatory: For negligence OK, for gross negligence of intentional - invalid
Unconscionability - 2 types
Substantive - unfair
Procedural - eg. small print