Intro: Contracts in General Flashcards
What is a “contract”?
promise or set of promises for the breach of which the law gives a remedy
What is the source of law with regards to contracts?
Sale of Goods –> UCC Art 2
Other –> common law
When does UCC Art. 2 apply?
Sale of goods
“Goods” –> all things MOVABLE at the time they are identified as items to be sold under the contract
Includes –> cars, horses, hamburgers
Not included –> real estate, services (health club contract), intangibles (patents), construction contracts
In general, what are the rules re: “good faith and fair dealing” ?
UCC Art 2 –> imposes obligation of good faith in performance and enforcement
Common law –> imposes duty of good faith and fair dealing
What are the types of contracts (as to formation)?
- Express - made by language, oral or written
Example –> X promises to paint Y’s car for $100 - Implied - made by conduct
Example –>
i. filling car at gas station;
ii. X watches Y paint house knowing it was wrong house, allows Y to continue - Quasi-contract (implied in law contract) - not really a contract. created by the courts to permit P to bring action for unjust enrichment.
What are the types of contracts (as to acceptance)?
- Bilateral contracts –> exchange of mutual promises. (Note: can usually be accepted by performance, unless it says otherwise)
- Unilateral contracts –> K is only created by full performance. Occurs only in two situations:
i. Offer unambiguously states that completion is only manner of acceptance; OR
ii. reward situation offered to public
What are the types of contracts (as to validity)?
- void - without legal effect from beginning. Cannot be enforced by either party.
- voidable - one or both parties may elect to void.
- unenforceable - otherwise valid, but unenforceable due to a defense extraneous to contract formation (ie statute of limitations, statute of frauds).
What are the three requirements for creation of a contract?
- Mutual assent
- consideration (or substitute)
- No defenses to creation of contract
