Contracts Flashcards
(27 cards)
UCC or Common Law?
What law is applicable?
UCC: Goods
CL: Real estate, services
Terminate offers
Lapse (~1 month)
Death (either party)
Revocation (offeree must be aware)
- See irrevocable offers (next cards)
Rejection
Mirror Image and UCC 2-207
Irrevocable offers
Option K
Firm Offers
Reliance
Unilateral Ks
Option K
and
Firm Offers
cannot revoke offer when–
Option Ks - (Promise to keep open) + (consideration)
Firm Offers - UCC…
- Merchant’s offer to keep open;
- signed and in writing;
- (3 month max)
Reliance
cannot revoke offer when–
Offer cannot be revoked if–
- reliance that is
- reasonably foreseeable; and
- detrimental to perfomer.
Unilateral Contracts
cannot revoke offer when–
K says: “offers …. can be accepted only be performance”
Performance starts (not preparation)
Offeror cannot revoke (remember, offeree can abandon)
Rejection
offers terminated when–
Counter-offer
- ✓ - “I will only pay $100” (counter offer)
- ☓ - “WIll you take $100?” (bargaining)
Conditional offer* (“… accepts + provided that…”)*
- CL: if offeror then accepts, words becomes part of K
- UCC: if offeror then accepts, K is based on conduct of parties.
Mirror Image Rule (the response adds words)
- CL: It’s a counter offer.
-
UCC: It’s an acceptance. The additional words are part of K if–
- parties are merchants; and
- terms are not material or objected to.
Acceptance
offer is accepted when–
Performed (or completed if K is unilateral)
Mailbox rule
Wrong goods
Acceptance -
Mailbox Rule
Mailbox Rule:
- Acceptance effective when mailed
- Other comm’n effective when recieved
- Rejections must arrive** **before acceptance/others.
- Exercised options must be recieved before deadline.
Acceptance -
Wrong Goods
If S sends wrong goods it–
- creates a contract; then
- breaches that contract.
If S explains the wrong goods, it does not create a K to be breached.
Acceptance -
Who can?
Offeree must be aware of** **offer at time of acceptance.
Offeree cannot assign offer (but can assign option)
Consideration -
What is?
Mere pepper corn
Legal detriment (“$500 not to smoke”)
Promise-for-promise
But not–
- Past consideration (“Thank you for saving my son”)
- Part payment of due and undisputed debt
- Already (pre-existing) duty unless–
- change in performance; or
- unforeseen difficulty.
Consideration - Substitutes for
Written promise to satisfy obligation (for which there’s a legal defense)
Promissory Estopple
- Promise;
- Reasonable reliance; which
- Results in unjust enrichment.
Reasons not to enforce K:
Lack of capacity
Statute of Frauds
Illegality
Public policy
Misrepresentation
Duress
Unconscionability
Ambiguity
Mistake
Reason not to enforce an agreement -
Statute of Frauds
Suretyship
- I promise to pay if he doesn’t needs writing
- Except if I benefit from that agreement
Performance takes more than 1 year
- 2 year employment K (unless terminable)
Real Estate transfers
- Not leases for 1 year of less
Sale of goods over $500
**Satisfy the Statute of Frauds when– **
(No signed K needed)
BUT no writing is okay when–
- Parties perform–
- Real Estate - payments, improvements, possession
- Services - Full performance
- Goods - Delivered goods
- Writing–
- CL: Material terms needed (/s/ by D)
- UCC: Says there’s a K + Quantity + /s/ (unless 2 merchants)
Reasons not to enforce an agreement - Misprepresentation
Misrepresentation
- Flase statement of fact
- Made before the K
- P relies upon it.
Reasons not to enforce an agreement -
Ambiguity
No K if both don’t know the existance of ambigious term
Yes K if one knows the term is ambigious (interpret like the other guy)
Reasons not to enforce an agreement -
Mistake
When both are mistaken, K is votable if–
- mistake is material;
- party seeking avoidance did not assume the risk of the mistake.
How to Prove the Terms of the K
Parol Evidence
Conduct
UCC default terms
Risk of Loss
Warranties
Prove the terms of the K -
Parol Evidence
Parol Evidence
Can you introduce pre-K to prove–
- ✗ - terms are contradictory
- ✗ - (additional) terms to the deal.
- ✓ - a mistake in integration
- ✓ - K defenses
- ✓ - (clarify) ambiguity
Prove terms of the K -
by Conduct
Customs, course of dealing, gap fillers as evidence of agreement
Prove terms of K -
UCC terms
Certain “default” terms for the sale of goods–
- Shipment K = seller’s obligation ends when–
- he gets it to UPS;
- he reasonably aranges delivery; and
- he notifies the buyer
- Destination K = seller’s obligation ends when goods arrive.
- FOB, ____ = Shipment or destination depending on what’s listed
Prove terms of K -
Warranties
Express warranties (not of seller’s opinion)
Implied warranties–
-
merchantibility
- Seller is merchant; and
- goods warranted for their particular purpose unless
- buyer examined, goods are as-is, other disclaimers
-
fitness for particular purpose
- Seller provides to buyer for a purpose
- buyer relies on it
