Contracts Flashcards
Contract
a promise or set of promises for the breach of which the law gives a remedy or the performance of which the law in some way recognizes a duty
Offer
valid until accepted (offeror is the master of the offer –> can revoke until offeree accepts)
option contracts
offeree pays to have time to think to keep the contract open
statutory irrevocability
if you enter a certain contract, certain statutes say you can’t revoke it
bilateral contract
promise of a promise
unilateral contract
promise for an act
promissory estoppel
when offeror makes a promise upon which the offeree relies to his/her detriment and the offeror is aware of this reliance
benefit
something you aren’t legally entitled to but you get it anyways
detriment
something the promissee or promissor was previously under no legal obligation to do/refrain from doing something
contract implied in fact
contracts formed by the parties’ conduct which implies they have reached an agreement
quasi-contract (contracts implied in law)
obligations created by LAW to prevent unjust enrichment of one party or another based on equity
mutual/bilateral mistake (voidable)
any party can get out of the contract/void it because they have a common mistaken belief
ex: farmer had Rosy the cow and found out she was infertile so sold her for a cheap amount to Ben. Ben comes to buy her and she is pregnant.
unilateral mistake (enforced)
exceptions:
1) the other party knew/had reason to know that the other party made a mistake
2) if the mistake was so serious that the contract is unconscionable/atrocious (i.e. wrote 50k instead of 50m)
minor breach
a partial/immaterial breach or where there has been substantial performance
material breach
any failure to perform that permits the other party to the contract to either compel performance, or collect damages because of the breach
anticipatory breach
an unequivocal indication that the party will not perform when performance is due, or a situation in which future non-performance is inevitable
exculpatory clauses
agree not to sue in case of damages in the contract unless injury isn’t perceivable
indemnification clause
an agreement to shift the losses to one of the contracting parties regardless of fault
limitation of liability clause
“if you sue us, we are only responsible for x amount of money”
contracts of adhesion - e commerce
a binding agreement between two parties, in which one party has all the bargaining power and uses it to write the contract primarily to her advantage
unconscionable adhesion agreements
an agreement that is so unfair to the weaker party that a court will refuse to enforce them
the parol evidence rule
a court won’t admit evidence of the parties’ prior negotiations, prior oral or written agreements, or contemporaneous oral agreements if that evidence contradicts of varies the terms of a written contract
merger clause
provides that the written contract is the final and complete agreement and any prior or contemporaneous agreements between the parties is superseded by the written contract
Involuntary bailment
when Bailee takes possession of someone’s property knowingly but involuntarily
