Flashcards in Contracts Deck (97)
What, in essence, is a contract?
A legally enforceable promise
What are a promisee and an obligor?
Promisee = has right to receive performance in a contract
Obligor = has duty to perform in a contract
What is the difference between a bilateral and unilateral contract?
Bilateral = two parties promise to fulfill duties towards one another (e.g. A performs service for which B pays)
Unilateral = one party promises to fulfill duty in exchange for another party's act or forbearance, which is not itself promised (e.g. a promise of reward for a missing pet)
What is the difference between an executed and executory contract?
Executed = already performed
Executory = not yet performed
A contract can be executed regarding one party's performance and executory regarding the other
What is a quasi-contract?
A legal duty imposed in cases where there is not formally a contract but the law still ought to imply one as a matter of equity and justice
What is the difference between void and voidable contracts?
Void = lack an essential element and thus do not impose any legal duties
Voidable = remain binding if not rescinded (e.g. contracts of infants, some contracts acquired via fraud)
What are joint obligees/obligors?
Multiple people who are owed performance/who owe performance as a single entity
What are several obligees/obligors?
Multiple people who are owed performance/who owe performance as separate individuals
What is assignment?
Transferring a contract right (i.e. to the obligor's performance) to someone else
When is assignment forbidden?
If both the obligor does not consent and either:
(a) the right is personal to the promisee or involves a confidential relationship
(b) the obligor's duties, rights, or risks would be materially impaired
Can assignment of a contract be forbidden in the contract itself?
Yes, although the assignment-forbidding clause can be voided in some cases
How do the obligor's counterclaims against an assignee work?
The obligor can assert counterclaims against an assignee only for claims against the assignor that accrued before notice for the assignment was given
What happens if an assignor wrongly assigns the same contract right to different assignees?
Two different rules can apply:
(1) Whoever received first assignment has the right
(2) Whoever gave first notice to the obligor has the right
What is a gratuitous assignment?
An assignment made without any consideration from the assignee
When is an assignor forbidden from revoking a gratuitous assignment?
(a) there is promissory estoppel (i.e. the assignee has already acted to rely on the promise)
(b) the assignor gave a tangible document for the assignment
(c) the assignee has already collected the consideration from the obligor
What is delegation?
Transferring a contract duty (i.e. to give consideration to the obligee) to someone else
Not all duties can be delegated
Can a delegator still be liable for a contractual duty after having delegated the duty?
Yes, he is liable to the obligee until the duty is performed
What are the seven elements of a contract?
Agreement (mutual assent)
Legal subject matter
Statute of Frauds
What is the mirror acceptance rule?
The acceptance of a contract must contain all the terms and conditions included in the offer
What is the general rule behind implied contracts?
The objective rule of contracts: If a party's conduct would cause a reasonable person to believe the party is assenting to the contract, then the party has implicitly assented to it
Are advertisements distributed to large numbers of people usually offers or invitations to make offers?
Usually invitations to make offers, but this is determined by various other factors and circumstances
Can contracts be validly made if they have missing terms?
Yes, so long as the parties intend to supply the terms later -- this is frequent for many contracts
The Uniform Commercial Code (UCC) requires that only quantities be specified
What occurs if an offeree attempts to accept an offer after the offer is terminated?
It is effectively a new offer
Is an offeror allowed to revoke an offer if he has said the offer would be open for a given period of time?
Yes, so long as it is truly revoked
If an offeror revokes an offer by communicating the revocation to the offeree, when is the revocation effective?
When the offeree receives it (not when the message is sent)
What is a contract for the offeror to keep the offer open?
An option contract
What are firm offers?
Offers that are irrevocable despite having no consideration given to the offeror in exchange for keeping the offer open
When does a unilateral contract offer become irrevocable?
If partial performance is given
-A minority rule permits revocation but only if the offeror compensates the offeree (in a quasi-contract)
"Partial performance" for bilateral contracts occurs if the offeree promises to complete performance (i.e. accepts the contract)
When does an offer become revoked if a particular time period for the offer is not specified?
After a reasonable amount of time, given the circumstances