Contracts

Question 1

Advertisements are not offers except:

Answer 1

where the advertisement (1) contains a promise (2) certain and definite terms and (3) offeree is clearly identified

(Lefkowitz coats and carbolic smoke ball inrtsuctions)

Question 2

Common Law Land contracts must include

Answer 2

price
description of land w particularity

Question 3

Employment contract must include

Answer 3

duration of employment (otherwise deemed “At-will” and terminable by either party)

Question 4

UCC contract must include

Answer 4

quantity terms unless a requirement or output K

Question 5

Offer made to public

Answer 5

can only be revoked by publication through comparable means

Question 6

indirect revocation

Answer 6

(1) offeree receives correct info (2) from reliable source

OR (3) offeror’s acts indicating revocation

Question 7

Detrimental Reliance occurs when

Answer 7

(1) offeror reasonably expects offeree would detrimentally rely on the offer and (2) the offeree does rely

Question 8

UCC Firm Offers

Answer 8

(1) merchant promises
(2) in a signed writing
(3) to keep the offer open for time stated/reasonable time
** enforceable for up to 3 months unless there is consideration, then it’s an option K**

Question 9

UCC offer to buy goods may be accepted by:

Answer 9

(1) promise to ship
OR
(2) shipment of conforming or nonconforming goods

Question 10

Offeree’s additional terms not part of K unless

Answer 10

(1) both are merchants
(2) it’s not a material term
** i.e. likely to cause hardship or surprise: disclaimers are always material** industry custom never a material term
(3) AND offeror doesn’t object in reasonable time

Question 11

Non merchants (if anyone’s not a merchant) - additional different terms

Answer 11

proposals to modify not automatically part of the agreement unless the offeror expressly agrees

Question 12

Promisory Estoppel

Answer 12

only if there is NO consideration
(1) promise
(2) reasoanbly foreseeable detrimental reliacne

Question 13

Economic Duress if

Answer 13

(1) party threatens to commit wrongful act that would seriously threaten other person’s proprety or finances
AND
(2) there are no adequate means available to prevent the threatened loss

Question 14

Undue influence if

Answer 14

undue susceptibility to pressure by one party
AND
excessive pressure by the other party

typically caregiver or confidential relationship etc

Question 15

Unconsionability if

Answer 15

unfair surprise
AND
opporessive term (tested when K is formed, not in hindsight)

Question 16

if the only purpose of the k is illegal then

Answer 16

K is voidable by party who
(1) was unaware of the purpose OR
(2) aware but didn’t facilitate the purpose AND doesn’t involve serious moral turpitide

Question 17

Custom Goods

Answer 17

substantial beginning on custom goods is enough to show that (1) items are made to order (2) these are custom made goods (3) that the seller cannot resell to anybody else

Question 18

Merchant Confirmatory Memo

Answer 18

Ks between merchants are sufficient under SOF to bind if (1)reaso to know of confirmations contents and (2) they do ot object to in in writing within 10 days of receipt

Question 19

SOF Adequate writing if

Answer 19

(1) reasoanbly identifies the subject matter of K
(2) indicates a K has been made between parties
AND
(3) states with reasoanble certainty what the essential terms are

Question 20

UCC Gap Filler: price

Answer 20

if nothing has been said re price and price is left open by parties and they fail to agree
OR
price is to be fixed in terms of some other standard

THEN

reasonable price at time of delivery

Question 21

UCC Gap Filler: Place

Answer 21

Seller’s place of business OR otherwise seller’s home

Question 22

UCC Gap Filler: Time

Answer 22

reasonable shipment and payment is due at the time and place at which buyer is to receive the goods

Question 23

UCC Gap Filler: Assortment

Answer 23

if buyer doesn’t exercise assortmetn option then other party is excused from resulting delay and may (1) proceed reaonably or (2) treat it as a breach

Question 24

UCC Perfect Tender Rule

Answer 24

if the goods don’t conform, the buyer may (1) reject the shipment or (2) accept shipment and reject in part

can recover for value of the goods as accepted and value as expected

Question 25

Implied Warranty of Merchantability

Answer 25

merchant - fit for ordinary foreseeable purpose

Question 26

Buyer accepts the goods if

Answer 26

they indicate goods conform to K indicate they'll keep fail to reject fail to notify act inconsistent with seller's ownership (e.g., tailoring a dress)

Question 27

Buyer may revoke acceptance under UCC if

Answer 27

the goods have a defect which (1) substantially impairs their value AND was accepted on belief that the defect would be cured and it hasn't been OR it was accepted bc of the difficulty of discovering the defect/seller assurance that the goods conformed

Question 28

seller has no right to cure beyond original K time except

Answer 28

if buyer rejects tender of nonconforming goods that the seller thought acceptable, then seller has further time to cure (upon reasonable notification by the buyer)

Question 29

Personal Service Ks

Answer 29

no specific performance, but can enjoin previous employees from working for competitors

Question 30

Covenant not to compete

Answer 30

specific performance allowed if the (1) services to be performed are unique ad (2) the covenant is reasoanble (reasonably necessary to protect legit interests of person benefitted, reasoanble geographic scope and duration, no harm to public)

Question 31

Prepayment

Answer 31

if buyer made at least part of payment and seller hasn't delivered, the buyer may replevy goods if (1) seller insolvet within 10 days after receiving first payment OR (2) goods purchased for personal family or household purposes. BUYER TENDER UNPAID PRION TO SELLER

Question 32

Liquidated Damage Clause

Answer 32

upheld only if (1) damages difficult to estimate at K formation AND (2) amount is reaoanble. better if graduated clause and not an invariable lump sum

Question 33

Breach of Employment K

Answer 33

breach by employEE: recover cost of replacing breach by employER: full K price regardless of when breach occurs

Question 34

seller cannot bring action for full K under UCC breach unless

Answer 34

(1) the goods cannot be resold at a reasoanble rprice or (2) they were damages or lost when risk had been transferred to the bueyr

Question 35

Third Party Beneficiary rights

Answer 35

K can be modified or rescined until the beneficiary rights have vested. rights vest when she (1) learns of the K ad (2) relies upon it

Question 36

Assignments

Answer 36

all K rights may be assigned except it (1) assignment substantially changes obligor's duty or risk (2) asignment of future rights to arise from future Ks and (3) assignments prohibited by law

Question 37

Valid Assignment if:

Answer 37

(1) assignor manifested intent to immediately ad completely transfer their rights (2) right is adequately described

Question 38

Gift Assignments

Answer 38

easily revoked, the last gratuitous assignee wins the assignment

Question 39

Assignment with Consideration

Answer 39

the first one wins and beats all previous gift assignments.

Question 40

Assignment with Consideration: if the second asignee has paid value and taken without notice of the first, then...

Answer 40

(1) subsequent assignee gets first judgement (2) gets first paymet of claim from obligor (3) delivery of token chosen (4) subsequent aswsignee party to a novation releasing and assignor (5) can proceed against first assignee on estoppel theory

Question 41

Delegation

Answer 41

transfer of duty

Question 42

Delegation Transfer Limitations

Answer 42

can delegate all duties except (1) duties involving personal judgement and skill (2) delegation would change the obligee's expectation (3) a special trust and (4) contractual restriction can otherwise delegate WITHOUT CONSENT

Question 43

Delegation Duties

Answer 43

never off the hook - delegating party always remains liable

Question 44

Novation

Answer 44

mutual agreement o changne who they accept to do the job, gets you off the hook unlike delegation

Question 45

Delegations for Consideration

Answer 45

create intended third party beneficiary obligtaions

Question 46

Misunderstanding/Ambiguous K

Answer 46

neither party aware: no K unless both parties intend same meaning both aprties aware: no K unless both parties intend same meaning Oe party aware: binding K basewd on what the ignorant party reasonably believed to be the meaning of the ambiguous terms

Question 47

Mutual Mistake

Answer 47

if both parties enter into K mistaken about existing facts then K voidable if: (1) mistake concerns basic assumptionon which K is amde (2) mistake has material effect on agreed upon exchange (3) party seeking did not assume risk of mistake

Question 48

Unilateral Mistake

Answer 48

if one party is mistaken about facts, the mistake won't prevent formation (assumptino of risk) if nonmistaken party knew or had reason to know of the mistake, then K is voidable by mistaken part

Question 49

Mistake by intermediary

Answer 49

the messsage "as transmitted "is operative unless other party knew or should've known of the mistake

Question 50

Material misrepresentation

Answer 50

K voidable by innocent party if they justifiably relied on the misrepresentation AND it was material

Question 51

Fraud

Answer 51

if party induces another to K by asserting info they know is unture then K is voidable by innocent party if they justifiably relied on it

Question 52

Material if (material misrepresentation)

Answer 52

it would induce a reaoanble person to agree or D has reaon to know it would likley convince this particular party