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contracts Flashcards

(47 cards)

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1
Q

offer

A

manifestation of a willingness to enter into an agreement by the offeror that creates a power of acceptance to the offeree

cl - all terms
ucc - quantity
objective test

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2
Q

requirements / output

A

r - buyer can’t buy from someone else
o- seller can sell to someone else

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3
Q

6 ways to terminate offer

A

1 offeror revokes
2 constructive revocation
3 rejection by offeree (once rejected no longer an offer)
4 counter offer (once a counter offer can’t go back and accept original)
5 offeror dies
6 reasonable amount of time passes
7 subject matter of contract is destroyed or becomes illegl

offeror can revive by reoffering it

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4
Q

4 way irrevocable offer

A

1 option contract - offeree pays consideration for it being open

2 firm offer - merchants , signed writing (name in letterhead or initials enough), promise not to revoke, no consideration

3 unilateral offer - once someone begins action

4 promissory estoppel for contract bids

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5
Q

acceptance

A

manifestation of a willingness to enter into a agreement by the offeree

offeror master of offer , accept according to his rules

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6
Q

mailbox rule

A

acceptance effective when sent.

if sent letter of rejection first then acceptance , which ever opens first

doesnt apply to option contracts

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7
Q

counter offer common law

A

mirror image rule - terms of acceptance have to match if not counter offer

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8
Q

ucc 2207

A

1 acceptance even with additional terms unless acceptance conditional on additional terms
2 Addition terms rule if
Both parties merchant
Doesn’t materially alter
Initial offer doesn’t limit additional in acceptance
Offeror doesn’t reject in reasonable time
- 3 knock out rule - ko dif terms and gap fill

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9
Q

consideration

A

Consideration is a bargained-for exchange in which each party incurs a legal detriment or confers a legal benefit to the other

FLORIDA it can be a either a benefit a legal detriment or both

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10
Q

modification common law

A

pre existing duty rule needs more consideration
exceptions
- change in performance
- third party promising to pay
- unforeseen difficulty

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11
Q

ucc

A

modification just needs good faith

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12
Q

all or nothing rule

A

main reason for entering into contract controls

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13
Q

promissory estoppel

A

consideration substitutes and equitable relief

  • promisor made promise
  • promisee relies on promise
  • reliance causes detriment to promisee
  • injustice can only be avoided by enforcing contract
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14
Q

quasi contract

A

florida its called unjustenrichtment
- plaintiff confers benefit to defendant ,
- plaintiff expects to get paid,
- defendant had knowledge and accepted benefit
- unfair not to get paid

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15
Q

misunderstanding

A
  • parties used material term that’s open to two or more reasonable interpretations
  • each side attached different meaning
    neither party knows or should have know the confusion
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16
Q

incapacity

A

minors , mentally ill (can’t understand nature of actions), intoxication (other side has to be aware

voidable by incapacitated party

unless necessity
incapacitated can ratify when cap

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17
Q

mutual mistake

A

adversely park can rescind if
- mistake of fact
- relates to contract
- impacted party did not bear risk of mistake

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18
Q

unilateral mistake

A

adversely park can rescind if
- mistake of fact
- relates to contract
- impacted party did not bear risk of mistake

plus unconsiabilty or other side knew or had reason to cause mistake

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19
Q

mis rep / fraud

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A

mis rep - statement at the time of contract that’s not true if intention then fraud

  • mis rep of fact whether negligently or intentional
  • material
  • relied on it
  • (florida needs party who relied on it to be injury)

opinions are not mis rep (this is the best car in the lot)

20
Q

fraud induce / execution/ disclosure

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A

induce - induced you through Fraud
execution - trick someone into signing something that’s not contract
nondisclosure - defense when fiduciary duty or acted to conceal

21
Q

duress / undue

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A

improper threat derives person from making a meaningful choice

undue - intensive sales pressure into other party

22
Q

illegality

Study These Flashcards
A

If the consideration or performance due under a contract is illegal, then the contract is illegal and unenforceable.

23
Q

unconscionability

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A

massive rip off

24
Q

stat of frauds

Study These Flashcards
A
  • marriage contracts
  • suretyship - promise to pay someones debt
  • can’t be performed one year
  • ucc goods 500 or more
  • real property

florida
-Newspaper subscriptions
Health care guarantee
Contact satisfying debt
executor contract (promise of will to pay debts

25
satisfy stat of frauds
1) service 1 year - full performance 2) Signed writing 3) Real estate - 2/3 - possession, payment , improvement of land (florida you need all three) 4) ucc - if oral contract and buyer accepts goods and seller delivers, seller can enforce payment of goods delivered not the whole oral contract 5) Failure to object to confirming memo of oral agreement in 10 days if both parties are merchants 6) for goods custom maker can enforce once he began 7) judicial admission
26
parol evidence
- earlier agreements left out if not on contract and contract is intended to be final (completely integrated final agreement ) allowe if \/ -To clarify ambiguity - To prove a trade usage, course of dealing, or course of performance - To show fraud, duress, mistake, or illegality -To prove the contract was subject to a condition precedent -To show lack of consideration -To prove the contract was not intended to be fully integrated -To explain or supplement a partially integrated agreement (UCC § 2-202) (additional terms hat doesn't contradict) -To correct a clerical or typographical error -To show subsequent modifications or waivers (needs waiver or reliance if a no mod clause) To establish a defense to contract formation (e.g., incapacity, misrepresentation)
27
warranties
express - expressed in the bargain implied merch - fit for commercial use , merchants , things they usually sell implied warranty fitness - fit for particular use - seller has reason to know buyer has use for the good - buyer relied on seller skill set to select
28
express condition
- created by language in contract (only if , provided that) strictly satisfied objective standard but subjective standard for aesthetic satisfaction
29
non occurrence of express condition excused when
- party can waive if its only for their benefit - party wrongfully interferes with condition happening - estoppel (party says not to worry about condition, other party detriments itself , party can't then sue) - party has substantially performed , can't continue performance , grossly unfair not to get paid (unfair forfeture)
30
constructive condition exchange
if one party material breaches, the other party is excused from performance
31
implied condition common law
Substantial performance doctrine A party that sub p can still recover Sub p - performance of all essential terms, minor nonmaterial mistakes allowed Willful breach - material breach - can’t recover Sub p with a defect recovery = can recover contract - cost to fix If material breach - no recovery under contract maybe under quasi Express condition breach no recovery with quasi or contract
32
divisible contract
Series of mini contracts If breach can still recover the work you have performed
33
ucc implied contract
- perfect tender rule - perfect goods and delivery if not can reject - If time still left on contract and wrong seller can fix , buyer has to give to to cure - If buyer had reasonable belief he would accept wrong goods , time to cure and fix
34
installment contracts
- Buyer can only reject if fuck up sub imparts value of the shipment and can’t be cured - Buyer can only cancel whole contract if fuck up sub impairs the whole contract
35
shipment / destination
shipment - sellers place of business - loss rests with buyer destination - buyers - loss rests with seller
36
risk of loss problem
-1 check contract or past business 2 breaching party 3 ship buyer/ dest/ seller 4 if seller merchant risk of loss stays with him until buyer receives goods
37
excuses
impossible impracticality - unexptected event, assumption it would not occur , party seeking discharge was not at fault frustration - something has happened to undermine the entire reason for the contract , pretty hard needs something unexpected
38
accord and satisfaction
new performance excesses initial obligation if agreed check that is deposited follow with statement is a and s
39
anticipatory rep
if I inform you prior to contract state that I am not going to perform then I have repudiated and you can hold me in total breach and sue , you can wait or start to look for someone else does not apply when the date of performance has not passed and the nonrepudiating party has fully performed, np must then wait for date to sue
40
expectation damages
Puts the injured party in the position they would have been in had the contract been fully performed. Loss in value of performance + other losses (incidental + consequential) − costs avoided/losses avoided
41
consequential damages
losses caused by breach that are beyond the contract itself loss profits , reputation
42
incidental damges
damages incurred dealing with the breach
43
reliance damages
Puts the plaintiff in the position they were in before the contract — reimburses for expenses incurred in reliance on the contract. used when expectation to speculative can't do expectation and reliance
44
restitution
value of benefit conferred to other party
45
specific performance
Legal remedy is inadequate, Terms are certain, Plaintiff is ready and able to perform, Subject matter is unique (e.g., real estate, rare goods).
46
third party
intended have right to sue not incidental needs - bene relied on it - manifests assent to the contract - or files lawsuit to enforce before any of these parties can modify and revoke all they want
47
assignment / delegation
a - transfer of rights d- transfer of obligations if assignee breaches non breaching party can sue both unless novation assignee can still sue to get paid if original parties say no assignment but still performed multiple assigns - last in right or first with consdieration

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