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Flashcards in Contracts Essay Blurbs Deck (16)
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1

General Requirements

  1.  a manifestation of a present intent to contract demonistrated by a promise, undertaking or commitment
  2. definite and certain terms
  3. communicated to an identified offerree

Offeror is master of the offer, can state conditions of acceptance

2

Specific requirements for Sales Contracts (UCC2)

  1. Must include description
  2. Under UCC, must also include quantity.
  3. If no price is included, price will be a reasonable price at time of delivery

3

Specific requirements for Real Estate contract

Must identify land and price

4

What is revocation

Unambiguous statement by offeror to offeree or unambiguous CONDUCT that indicates unwillingness to K that offeree is aware of...

5

Firm Offer under UCC 2

Offer cannot be revoced for up to 3 months if:

  1. 1. offer to buy or sell goods
  2. signed written promise to keep open
  3. party is a merchant

6

Instances where an Offer is Irrevocable

  1. Option K
  2. Detrimental reliance (must be reasonably foreseeable)
  3. Start of performance

7

How are offers rejected?

  1. Counteroffers kill
  2. Adding terms under common law mirror image rule
  3. Lapse of reasonable time (greater than a month)
  4. Conditional acceptance, changed terms

8

Acceptance Definition: A manifestation of assent to the terms of an offer in the manner prescribed or authorized by the offer.

 

 

What constitutes Acceptance:

  1. Full performance
  2. Start performance; for bi-lateral K, but not for unliateral K
  3. Seller of goods sends goods , even if  wrong goods,  unless with explanation (then it is a counteroffer)
  4. Offeree promise to perform
  5. Silence usually not unless via course of trade/dealing

9

Common Law - Mirror image rule

UCC -

  1. One part is a merchant - add't term is a proposal subject to separate rejection
  2. Both parties are merchants - add'l term is part of K unless (a) materially alters K, (b) offeror objects within a reasonable time, or (c) offer limits acceptance to the terms

 

Parol evidence can be introduced for additional terms if:

  1. Not contradictory,
  2. Explains ambigious terms or trade usage meaning
  3. No specific clause in contract that it is the entire agreement

10

Requires bargained-for-exchange of legal detriment between parties. Parties can benefit or suffer a detriment, court will not look at sufficiency of consideration if a small mount.  Past consideration is not considered consideration.

 

Substitutes for Consideration:

  1. Written promise when prior obligation had applicable legal defense
  2. Promissory Estoppel

11

8 Defenses to a Contract - MAID AIMS

  1. Incapacity
  2. Illegality
  3. Against Public Policy
  4. Misrepresnetation/nondisclosure
  5. Duress
  6. Ambiguity/Misunderstanding
  7. Mistake
  8. Statute of Frauds

12

Statute of Frauds = MY LEGS

  1. Marriage
  2. Contract for 1+ Year
  3. Land
  4. Executory guarantee
  5. Goods > $500
  6. Suretyships

13

The statute of frauds is satisfied by:

  1. Performance
  2. Writing, or
  3. Judicial admission

In real estate, part performance requires 2 out of 3 of the following (i) payment, (ii) possession or (iii) Improvements

14

Parol Evidence Allowed

  1. Argue defense to enforcement
  2. Explain ambiguous terms
  3. Provide add'l terms if only partial integration or
  4. Provide add'l terms if they would ordinarily be in separate agreement

15

Occurres when a part refuses to perform under the terms of the agreement

Such breaches are categorized as either material or minor, with material breachces excusing the other party from performance

Sellers Performance under UCC: PERFECT TENDER require or buyer can reject

16

Excuses for Non-Performance

  1. Improper performance by other guy (Material breach)
  2. non-occurrence of condition (mutually agreed promise requiring strict performance
  3. anticipatory repudiation
  4. insecurity