Contracts Flashcards
(25 cards)
What is required for a contract to be formed under the UCC?
Both parties must intend to contract and there must be a reasonably certain basis for giving a remedy. The only essential term is quantity.
What are the essential terms that must be covered in a contract under Common Law?
The parties, subject, price, and quantity.
True or False: Under the UCC, both Requirements and Output Contracts are considered specific enough even without a specific quantity term.
True
What is the general rule for acceptance of an offer?
Any reasonable method will be allowed, but silence is only allowed if expressly provided in the contract.
When can an offer be revoked?
An offer can be revoked by the offeror at any time prior to acceptance.
What is the objective test for a legal offer?
Ask whether the offeror displays an objectively serious intent to be bound.
Under what condition can an offer become irrevocable?
If the offeree reasonably and detrimentally relies on the offeror’s promise prior to acceptance.
How is an offer revoked?
By a manifestation of intention not to enter into the proposed contract before the offeree accepts.
What constitutes a firm offer under the UCC?
An offer is irrevocable if: (i) the offeror is a merchant, (ii) there is an assurance that the offer will remain open, and (iii) the assurance is in a signed writing.
What is the pre-existing duty rule in contract law?
If someone already has to do something, there’s no new consideration.
What is Promissory Estoppel?
Enforceable as a consideration substitute if the promisee reasonably expected the promise to induce action or forbearance.
What does the doctrine of substantial performance allow?
A party who substantially performs can recover on the contract even if full performance has not been tendered.
What characterizes a divisible or installment contract?
The various units of performance are divisible into distinct parts.
What is unjust enrichment (quantum meruit)?
When a plaintiff confers a benefit on a defendant and has a reasonable expectation of compensation.
What is anticipatory repudiation?
Occurs when there is an unequivocal refusal to perform or failure to provide adequate assurances.
What are expectancy damages?
Damages intended to put the injured party in the same position as if the contract had been performed.
What is the nonbreaching party’s obligation in contract damages?
To mitigate damages by taking steps that do not result in undue risk, expense, or burden.
What does the mailbox rule state regarding acceptance of an offer?
Acceptance is only valid upon receipt.
What is required under the UCC Statute of Frauds for contracts over $500?
A memorandum that indicates a contract has been made, identifies the parties, contains a quantity term, and is signed by the party to be charged.
What happens if a memorandum has a mistake or omission?
It does not destroy the memorandum’s validity; an omitted term can be proved by parol evidence.
What defines a merchant under UCC 2-207?
A person who regularly deals in the type of goods involved in the transaction or holds himself out as having knowledge or skill in those goods.
What is the mirror image rule in Common Law?
Acceptance must be a mirror image of the offer; no changes or new terms are allowed.
Under UCC 2-207, what happens if at least one party is not a merchant?
An acceptance with new terms is valid, but the new terms do not come into the contract.