Exam 3 - Contracts Flashcards
(83 cards)
offeror
-One who gives the offer, offeror is master of the offer
Offeree
- one to whom offer is given, can choose to accept or not
- Power to bind offeror to contract simply by accepting
Unilateral contract
-Only one party makes a promise
Bilateral contract
- Both parties make promises
- Contract is formed as soon as promises are made
Express
Parties have directly stated the terms of the contract orally or in writing at the time that the contract was formed
Implied
Surrounding facts and circumstances imply that an agreement has indeed been made
-Example: when you go to the doctor, implied that they will use reasonable care to treat you
Void
- Create no legal obligation, no remedy is given
- Example: contract to commit a crime
Voidable
- One or more of the parties has the legal right to cancel their obligation of the contract
- Example: contract induced by fraud or duress
Executory
The parties have not yet fully performed their duties
Executed
When all parties have fully performed their duties
Present intent to contract
- Intent to enter the contract upon acceptance
- Look as outward manifestation of intent (words, acts, and circumstances to signify intent)
UCC Article 2 applies to…
- Only contracts for sale of goods
- Does NOT apply to sale of real estate, intangibles, or service contracts (for this, use common law)
Hybrid contracts
- Contracts involving both goods and services
- Whichever predominates the contract is what applies (major purpose of the contract)
- Services that involve significant skill or judgement in addition to goods is probably common law (not UCC)
Trend in modern common law?
- Courts have a tendency to apply Code contract concepts by analogy to contracts that are not covered by the UCC
- Also, if no Code rule applies, sometimes use relevant common law rule
Merchant
- Held to a higher standard under the UCC
- person who regularly deals in the kinds of goodsbeing sold, pretends to have some special knowledge about the goods, or employed an agent in the sale who fits either of these 2 descriptions
Definiteness under Common Law
- Traditionally, required a high standard of definiteness for offers (all essential terms of contract be stated in the offer)
- Trend in modern courts is to tolerate a lower degree of specificity in agreements than classical contract law
- Still, if important aspects are left out, not likely to be enforceable
Definiteness under UCC
- Often creates contractual liability where no contract would have been created under UCC
- Because parties left out important parts does not mean that they their agreement is too indefinite to enforce
Gap-filling rules
Under UCC, courts can fill contract terms left open on matters such as price, quantity, etc.
Communicated to offeree
Must be communicated directly to offeree to be enforceable
Advertisements
-NOT considered offers, but rather an invitation (or offer) to negotiate
Rewards
-Generally treated as offers for unilateral contracts
Auctions
- Sellers at an auction generally treated as making an invitation to offer
- Those who bid, making offers that the owner of the good can then accept or reject
Unconscionable contract (UCC)
- Grossly unfair or one-sided
- Gives courts broad discretionary powers to deal fairly with such contracts
Goods
Goods are tangible, movable, personal property