MBE Contracts MC Flashcards
(115 cards)
1
Q
When a contract for the sale of assorted goods does not specify who will choose the assortment, the UCC imposes a duty on
A
duty on the buyer to make that selection. If the buyer fails to specify the assortment of goods, then the seller can treat that failure as a breach—but only if the buyer’s failure to specify the assortment materially impacts the seller’s performance.
(When a buyer fails to select an assortment of goods to be shipped, the seller (here, the company) may choose to proceed with the transaction in a commercially reasonable manner (e.g., by selecting the goods). But the seller is not required to do so.)
2
Q
When does SoF not apply to a sale of goods?
A
Contracts for the sale of goods for $500 or more are subject to the statute of frauds and therefore typically require a writing to be enforceable. However, the statute of frauds does not apply when payment for the goods has been made and accepted (as seen here).
3
Q
What is Warranty of merchantability
A
Goods are fit for ordinary purpose & conform to seller’s representations
4
Q
when does warranty of merchantability apply?
A
Implied whenever seller is merchant with respect to goods sold
5
Q
What disclaims warranty of merchantability?
A
- Oral statement or conspicuous written statement specifically mentioning “merchantability”
- Oral or written statement specifically mentioning “as is” or “with all faults”
- Buyer’s inspection of goods or refusal to inspect (if inspection would reveal defect)
- Course of dealing, course of performance, trade usage
6
Q
Termination of offer before acceptance
A
Offeror’s revocation
- Offeror communicates revocation directly to offeree
- Offeree learns information from reliable source that reasonably indicates offer was revoked (eg, house sold to another buyer)
Offeree’s rejection
- Offeree communicates rejection directly to offeror
- Offeree’s counteroffer serves as rejection & new offer*
Lapse
- Time period specified in offer expires
- After reasonable time if no time period specified in offer
By law
- Either party dies or is adjudicated insane
- Subject matter of offer is destroyed or becomes illegal
7
Q
Acceptance of the delegation by the delegatee constitutes a promise to perform those duties. That promise is enforceable against the delegatee if:
A
the delegatee has received consideration or
there is a consideration substitute that makes the promise enforceable.
8
Q
Delegation not permitted when:
A
- other contracting party has substantial interest in having delegating party perform (eg, in personal-services contract involving taste or special skill) or
- delegation is prohibited by contract
9
Q
A written contract is completely integrated if it contains a merger clause - in CL or UCC?
A
both
10
Q
When are payments due in installment contracts?
A
Payment by the buyer is due upon each delivery unless the price cannot be apportioned.
11
Q
Define installment contract
A
Under the UCC, an installment contract is defined as a contract in which the goods are to be delivered in multiple shipments, and each shipment is to be separately accepted by the buyer.
12
Q
What can breaching party recover on a service K?
A
A party who breaches a contract can recover restitutionary damages for the reasonable value of the work performed before the breach, less any damages suffered by the nonbreaching party due to the breach
13
Q
CL what does court look at for whether a contract is totally integrated?
A
Under the common law, a court was permitted to look within the “four corners” of the document for evidence that the parties intended that the writing be a final agreement—e.g., by including a merger clause. (doesn’t apply to UCC)
14
Q
Buyer’s duty under requirements contract
A
Buyer’s duty of good faith & fair dealing under requirements contract
- Buyer must purchase goods in question from seller only
- Requirements must approximate reasonably foreseeable figure
- Reasonable elasticity in requirements permitted (so long as any variations are in good faith)
15
Q
Steps in K analysis
A
Applicable Law
Formation
Defenses
Terms
Performance
Breach
Remedies
16
Q
Defenses to Formation
A
Mistake, misrepresentation, duress, capacity
many models don’t count
17
Q
Defenses to Enforcement
A
Illegality, unconscionability, statute of frauds
18
Q
In a unilateral contract, notice that the offeree will be accepting the offer is not required. And notice of completed performance is not required unless
A
(1) the offeree has reason to know that the offeror would not learn of performance within a reasonable time or (2) the offer requires notice.
19
Q
unilateral contract is not formed until
A
the offeree’s performance is fully completed.
20
Q
reliance damages definition
A
foreseeable expenses that the nonbreaching party incurred in reasonable reliance on the promise that the other party would perform
21
Q
Auction contracts - how are lots of goods sold?
A
Each lot of goods is sold in separate sale
22
Q
Type of auctions and definitions
A
- Reserve (default type) – auctioneer may withdraw goods prior to completion of sale
- No-reserve (special announcement required) – goods cannot be withdrawn after auctioneer calls for bids unless no bid is received within reasonable time
23
Q
When can seller bid?
A
Winning bidder can avoid sale, or pay price of last good-faith bid, if auctioneer:
- knowingly accepts bid by or on behalf of seller or
- procures seller’s bid to drive up price of goods
Exceptions – seller can bid:
- at forced sale or
- if seller gives notice reserving right to bid
24
Q
Accord and satisfaction requires these conditions:
A
- the obligation is unliquidated (i.e., uncertain in amount) or otherwise in dispute
- the obligor, in good faith, tenders the negotiable instrument (like check) with a conspicuous statement that the instrument is tendered as full satisfaction of the obligation and
- the obligee obtains payment of the instrument (e.g., by cashing the check).
25
Ways to discharge contractual obligations
Ways to discharge contractual obligations
Full performance of contractual obligations
Impossibility, impracticability, or frustration of purpose
Release (in writing only)
Mutual rescission
Substituted contract
Contract or covenant not to sue
Accord & satisfaction
Novation
FIRM SCAN
26
Since an accord is a new contract, it must be supported by consideration. Where the new consideration is worth less than what was agreed to in the original contract, it will be sufficient only if:
there is a good-faith dispute as to the amount owed
or
the new consideration is of a different type than what was owed under the original contract (e.g., goods in lieu of cash).
27
Promises binding without consideration
Pay debt barred by technical defense
-Promise to pay debt that would be enforceable absent technical defense to enforcement (eg, statute of limitations, bankruptcy)
Perform voidable duty
- Promise to perform voidable duty, provided that new promise is not also voidable (eg, minor reaffirms promise to perform contract after reaching age of majority)
Pay for material benefits received
- Promise to pay for material benefits received in the past & not intended as a gift (eg, promise to pay for emergency services previously received)
Promissory estoppel
- Any promise (eg, promise of future gift) if:
..... promisor should reasonably expect induce / promisee to rely on promise
..... promisee reasonable relies on promise to his/her substantial detriment and
..... injustice can be avoided only by enforcement of promise
28
the jurisdiction's statute of limitations began to run when the law student failed to pay her uncle back by the original deadline—two years after her law school graduation. Four years later, the law student made a new promise to repay the loan that was not supported by consideration... is it enforceable?
Yes - new promise to pay a debt after the statute of limitations has run is enforceable without any new consideration.
When the new promise is an express promise, most jx require that the new promise be in writing and signed by the debtor to be enforceable.
29
Essential terms for real estate K
Parties, words of intent, property description, price
30
When does seller have to hand over possession of real estate?
a seller's performance is typically due at or within a reasonable time after the closing date—unless the real estate contract contains a "time is of the essence" clause
31
What happens if seller doesn't hand over possession of real estate on closing date? is it a breach?
Yes - but not material.
seller's failure to perform by the closing date is not a material breach that excuses the buyer's duty to perform—but it is still a breach. The buyer can therefore recover damages—even if the seller acted in good faith
32
Formula for expectation damages
Loss in value + Other loss - Costs avoided - Loss avoided
Loss in value (what was promised minus what was received) + Other loss (consequential and incidental damages) - costs avoided (by discontinuing performance) - Loss avoided (by mitigating losses)
33
What happens to new and revised terms if battle of forms (not a mirror image) in UCC and one party is merchant while one is nonmerchant?
if at least one party is a nonmerchant, then the new or revised terms are merely treated as proposed additions to the contract.
34
CL: ≥1 party is nonmerchant - what happens to acceptance, new terms, and revised terms?
Offer accepted unless reply expressly required assent to new/revised terms
New/revised terms treated as proposed additions to contract
35
UCC (battle of the forms) - what happens to acceptance, new terms, and revised terms?
Offer accepted unless reply expressly required assent to new/revised terms
New terms become part of contract unless:
- offer expressly required assent to new terms
- new terms materially alter contract or
- offeror objects within reasonable time
Revised terms follow split authority & are either:
- treated as new terms (initial offer controls?) or
- cancelled out under knockout rule (majority)
36
When is a unilateral contract formed?
A unilateral contract is formed by a unilateral offer being accepted via completion of performance. Thus, prior to completion of performance, no contract has formed.
37
Does an accord create a new contract?
No - the contract as it was originally written is still in effect until the "satisfaction" occurs.
38
CL rule for modification
what if consideration is less than original contract?
In general, a modification must be supported by consideration.
In instances where the consideration is less than the bargained-for consideration in the original contract, it will be sufficient if the consideration is of a different type or if the claim is to be paid to a third party.
39
If the assignor wants to sue for a debt after assigning the right to the assignee, they need...
they need the assignee's consent to join the lawsuit and must disclose their relationship in the claim statement.
40
can a range satisfy quantity requirement for UCC K?
Yes
41
warranty of merchantability
This warranty applies when the seller is a merchant.
It ensures that goods are merchantable, meaning that they are fit for their ordinary purpose and conform to the seller's representations.
42
when is warranty of merchantability disclaimed (i.e. waived)
- Oral or conspicuous written statement specifically disclaiming "merchantability"
- Expressions like "as is" or "with all faults"
- Buyer's inspection of goods OR refusal to do so (for defects inspection would reveal)
- Course of dealing, course of performance, trade usage
43
Warranty of fitness for particular purpose
UCC. Seller (merchant or not)
- knows buyer has particular use for goods & is relying on seller's skill
- promises that goods are fit for buyer's particular purpose
44
How disclaim (waive) Warranty of fitness for particular purpose
- Expressions like "as is" or "with all faults"
- Buyer's inspection of goods OR refusal to do so (for defects inspection would reveal)
- Course of dealing, course of performance, trade usage
- Conspicuous written statement
This is same as warranty of merchantability except written statement one
45
Elements of mutual mistake
Both parties are mistaken (belief not in accord with basic assumption of K that materially affects performance)
- No intent to take risk on mistaken element
AND
- Substantial difference between actual & contemplated deal
46
Remedies for mutual mistake
Reform K to intended agreement
OR
If unavailable, adversely affected party can void contract
47
Elements of Unilateral mistake
One party is mistaken
- Mistaken party did not bear risk of mistake
AND
- Nonmistaken party (1) caused or knew of mistake or (2) enforcement would be unconscionable
48
Remedies for Unilateral mistake
Mistaken party can void contract
OR
Reform if mistake was due to fraudulent misrepresentation
49
A contract to perform an illegal act (e.g., fraud) is void and unenforceable. Are there any remedies available?
restitution damages may be recoverable if the claimant conferred a benefit on the other party and:
- was justifiably ignorant of the facts that made the contract illegal (*However, recovery on this basis will be barred if the other party also was justifiably ignorant.)
- was less culpable than the other party (i.e., was not in pari delicto) or
- withdrew before the contract's illegal purpose was achieved and did not engage in serious misconduct (e.g., shockingly immoral, unethical, or unjust behavior).
50
How calculate restitution damages?
Reasonable value of work performed or services rendered (ie, cost of recipient obtaining comparable performance)
If applicable, extent to which recipient's property has increased in value or recipient's other interests have been advanced
51
Reformation def
Reformation is a modification by a court of a written contract that fails to reflect the contracting parties' intent. A party may seek reformation as an equitable remedy on several grounds, including mutual mistake.
52
A mutual mistake arises when both parties are mistaken as to an essential element of the contract. When this occurs, reformation is available if:
(Reformation based on a mistake can be granted on the request of one party)
- there was a prior agreement (oral or written) between the parties
- the parties agreed to put the prior agreement in writing AND
- there is a difference between the prior agreement and the writing due to the mistake.
53
Availability of reformation as a remedy
- Misrepresentation
..... One party makes untrue assertion of fact that is fraudulent or material
..... Adversely affected party justifiably relies on that misrepresentation
- Mutual mistake
..... Both parties are mistaken as to contract's contents or legal effect
- Unilateral mistake (from fraudulent misrepresentation)
..... One party is mistaken because other party intentionally misrepresented contract's content or legal effect
..... Adversely affected party justifiably relies on that misrepresentation
54
Modification of an existing contract without consideration is enforceable when
(1) one party agrees to compensate the other when unanticipated difficulties arise (consideration) and (2) the modification is fair and equitable
55
When is a novation effective?
A novation may be express or implied after delegation if:
- the delegator repudiates liability to the other party
AND
- the other party accepts the delegatee's performance of the contract without reserving rights against the delegator.
56
under the forced-sale exception to auction sales, who is the seller - debtor or foreclosing creditors?
both
57
promissory estoppel requirements for charities
a charitable institution need only demonstrate that the promisor reasonably expected to induce reliance on the promise
58
When are Assignment of contractual rights revocable?
Generally revocable UNLESS
- obligor already performed
- document symbolizing assigned right (eg, stock certificate) delivered
- written & signed assignment delivered
- promissory estoppel applies
59
Does assignment require consideration?
No.
But when an assignment is made without consideration (i.e., a gratuitous assignment), it is revocable by the assignor (i.e., the party assigning rights to another) unless:
- obligor already performed
- document symbolizing assigned right (eg, stock certificate) delivered
- written & signed assignment delivered
- promissory estoppel applies
60
When can an assignment be revoked?
- made without consideration (unless exception)
(1) the death, incapacity, or bankruptcy of the assignor, (2) a subsequent assignment of the same right, or (3) notifying the assignee or the obligor.
61
in an auction, can a buyer withdraw a bid?
yes, until the auctioneer announces the completion of the sale (either reserve or no-reserve auction)
62
the mailbox rule does not apply if the offeree sends a rejection and then an acceptance - what controls?
the first communication received by the offeror controls, regardless of whether the offeror actually reads it.
63
Impracticability excuses what?
Performance after the formation of the K.
64
Can third-party to K sue to enforce?
Yes, if intended beneficiary. No, if incidental.
Creditor beneficiary can sue either party.
Donee beneficiary can only sue promisor. But the donee beneficiary may also sue the promisee if:
- the promisee told the donee beneficiary about the contract
- the promisee should have reasonably foreseen reliance and
- the donee beneficiary justifiably and detrimentally relied on the contract.
65
what does a total breach of installment K look like?
Nonperformance accompanied by a repudiation of an installment contract generally constitutes a total breach (at least for loan..)
65
acceleration clause?
An acceleration clause is a clause that allows a party to recover the entire repayment amount once the other party misses an installment payment.
66
When is not paying installment payments on a loan (non performance) and repudiation not a total breach?
If the only remaining duty is held by the breaching party and is for the payment of money in unrelated installments, then nonperformance is merely a partial breach.
67
Remedy for partial breach of installment K?
Recover missed installments
68
Remedy for total breach of installment K?
Recover missed & remaining payments
69
Nonperformance accompanied by a repudiation of an installment contract generally constitutes a total breach. Exception?
if the only remaining duty is held by the breaching party and is for the payment of money in unrelated installments, then nonperformance is merely a partial breach.
70
An option is a promise to keep an offer open for a specified period that gives rise to a duty to hold the offer open. The option can be terminated if
the duty to keep the offer open is discharged, such as through impracticability.
71
When is assignment not allowed?
Assignment materially increases duty or risk of obligor OR materially reduces obligor's chance of obtaining performance
Assignment void under contract (eg, "any assignment of rights under this contract is void")
72
When is delegation not allowed?
Contracting party has substantial interest in having delegating party perform (eg, personal-services contract involving taste or special skill)
Delegation prohibited by contract (eg, "this contract may not be assigned")
73
UCC battle of forms - what happens to new terms?
If all parties are merchants
New terms become part of contract unless:
- offer expressly required assent to new terms
- new terms materially alter contract or
- offeror objects within reasonable time
74
UCC battle of forms - what happens to revised terms?
Revised terms follow split authority & are either:
- treated as new terms or
- cancelled out under knockout rule
75
Misrepresentation is defense to _______ and definition is:
Formation
an untrue assertion that is presented as a fact or an opinion.
76
When a misrepresentation occurs, a contract is _____ and can be _____ by _________ if:
voidable
rescinded
the adversely affected party
1. the misrepresentation was fraudulent (i.e., made knowingly or recklessly with intent to induce the other party's assent to the contract) OR material (i.e., likely to induce a reasonable person's assent)
2. the misrepresentation induced assent to the contract and
3. the adversely affected party justifiably relied on the misrepresentation.
77
misrepresentation - statements about future - can it be fraudulent misrep?
Statements about the future generally constitute opinions and are insufficient to support a fraudulent misrepresentation claim.
However, an opinion may constitute an assertion of fact for purposes of fraudulent misrepresentation if the listener could reasonably interpret the opinion as an assertion that the speaker knows facts to support this opinion.
78
A party's reliance on a misrepresentation is unjustified when
the party's failure to discover the misrepresentation is due to the party's failure to act in good faith and reasonable standards of fair dealing–e.g., when a cursory examination would have revealed the misrepresentation.
79
Exceptions to parol evidence rule
whether writing is integrated and, if so, completely or partially
meaning of ambiguous term
defense to formation or enforcement (eg, fraud, duress, mistake)
ground for granting or denying remedy (eg, rescission, reformation)
subsequent contract modifications
condition precedent to effectiveness
80
When nonoccurrence of condition is excused
Waiver - Party waives condition by words or conduct
Wrongful interference - Party wrongfully prevents or interferes with condition's occurrence
Estoppel
- Party indicates condition will not be enforced; AND
- Other party reasonably & detrimentally relies on belief that condition has been waived
Disproportionate forfeiture - Party substantially performed & will be significantly harmed if condition is enforced
81
Under the UCC, which governs contracts for the sale of goods (e.g., paper bags), a demand for assurances must be made in writing—and a reasonable time within which to give adequate assurances is
30 days or less
82
CL option contract requires consideration?
Yes
If an option is contained within another contract (as seen here), then the consideration that supports the other contract is sufficient to support the option contract as well.
83
What is quasi-K
aka implied in law
When a plaintiff (i) confers a measurable benefit on a defendant and (ii) the plaintiff has a reasonable expectation of compensation (acted without gratuitous intent), (iii) allowing the defendant to retain the benefit without compensating the plaintiff would be unjust because--
either (a) the defendant had an opportunity to decline the benefit but knowingly accepted it, or (b) the plaintiff had a reasonable excuse for not giving the defendant such opportunity (e.g., because of an emergency).
P can recover restitutionary damages
84
If an assignment is not limited to contractual rights it acts as both
an assignment of rights and a delegation of duties
85
When are assignment of rights disallowed
Assignment materially increases duty or risk of obligor OR materially reduces obligor's chance of obtaining performance
or
Assignment void under contract (eg, "any assignment of rights under this contract is void")
86
When is delegation of duties disallowed?
Contracting party has substantial interest in having delegating party perform (eg, personal-services contract involving taste or special skill)
or
Delegation prohibited by contract (eg, "this contract may not be assigned")
87
Revoking assignment of contractual rights
For value: never revocable
Gratuitous: revocable unless
- written & signed assignment delivered
- document symbolizing assigned right (eg, stock certificate) delivered
- assignee has obtained performance or satisfaction
- assignee has obtained judgment against obligor
- assignee has entered new contract with obligor or
- promissory estoppel applies
88
How can gratuitous assignment be revoked
Assignor:
dies, becomes incapacitated, or
becomes bankrupt
assigns rights to different assignee
or
notifies assignee or obligor that assignment has been revoked
(revocability in other card)
89
Parties to a contract have a duty to perform. And unless the express language or circumstances of the contract indicate otherwise, the parties' order of performance is as follows:
If the parties' performances can occur at the same time, then the parties must perform simultaneously.
If one party's performance requires the passage of time, then that party must fully perform before the other party must perform. (e.g. installment contract for land - deed due after last payment)
90
exception that seller can bid at auction
at forced sale
or
if seller gives notice reserving right to bid
91
Firm Offer Rule
Offer remains open and cannot be revoked if:
- offeror is merchant
- promises to keep offer open (cannot exceed 90 days!)
- signed writing from offeror
92
If a bidder retracts their bid, does the last highest bidder get the item?
No, a bidder's retraction will not revive any prior bids. That is because the auctioneer's acknowledgment of a subsequent bid acts as a rejection of a prior bid.
93
When can a bidder in an auction retract a bid?
In either type of auction, a bidder has the right to retract (i.e., withdraw) a bid until the auctioneer announces the completion of the sale (e.g., at the fall of the auctioneer's hammer).
94
Can you make oral modifications to written contract?
CL - yes, unless statute of frauds applies (doesn't matter if K says mods must be in writing).
UCC - IF K SILENT - Yes, Unwritten modification valid unless statute of frauds applies
UCC - IF K REQUIRES WRITTEN MOD:
1. Clause enforceable (ie, unwritten modification invalid) if:
contract written & signed
clause separately signed by nonmerchant if sued by merchant
2. Clause waived (ie, unwritten modification valid) if:
parties intended unwritten modification
one party materially changed position in reliance
95
A party that waives a condition precedent before it is due to occur can retract the waiver and reinstate the condition if
the other party has not detrimentally relied on the waiver.
96
An express warranty is created when
the seller makes an affirmation of fact or promise about the goods that becomes part of the basis of the bargain—i.e., the buyer relies on the seller's affirmation or promise to purchase the goods.
97
an express warranty is not created when the seller
merely gives an opinion or commendation (i.e., praise) about the quality or value of the goods.
98
disclaimer clauses that conflict with the express warranties, such as “all warranties, express or implied, are disclaimed,” are ____
ignored
99
an assignment of contractual rights cannot be revoked if
there is consideration for it.
Exceptions: promissory estoppel, delivery of document symbolizing assigned right (eg, stock certificate), delivery of written & signed assignment
100
Recovery for a party that substantially performed (ie minor breach)
Expectation damages, reliance damages (if expectation damages too speculative)
101
Recovery for material breacher
cannot recover on K.
Limited to restitution damages (benefit conferred on nonbreaching party minus damages to nonbreaching party for breach)
102
UCC Seller's right to reclaim goods
Buyer's method of payment is credit:
- Seller discovered buyer received goods while insolvent; AND
- Seller made demand within 10 days after delivery (unless buyer misrepresented solvency in writing within three months before delivery - then 10 day limit doesn't apply)
Buyer's method of payment is check:
- Check was dishonored; AND
- Seller made demand within reasonable time
103
A person lacks the capacity to enter into a contract for intoxication if
(1) that person was too intoxicated to reasonably understand the nature or consequences of the contract and (2) the other party had reason to know of the intoxication.
104
Improper threats to make someone sign a contract
Always improper:
- Threat to commit crime or tort
- Threat of criminal prosecution
- Threat of civil litigation made in bad faith
- Threat that breaches contractual duty of good faith & fair dealing
Improper if resulting terms are unfair
- Threatened act would harm recipient & not significantly benefit threatening party
- Threat's effectiveness significantly increased by threatening party's prior unfair dealing
- Threatened act would otherwise constitute use of power for illegitimate ends
105
A contract is voidable due to duress
if either party's assent was induced by an improper threat that left the recipient with no reasonable alternative but to assent.
106
Void v. Voidable contracts
Void (invalid upon creation)
- Forgery
- Illegality
- Fraud in the factum (assent by trick)
- Duress by physical compulsion
Voidable (valid unless set aside)
- Lack of capacity
- Mistake
- Misrepresentation
- Duress by threat
- Undue influence
- Fraud in the inducement
107
Contracts subject to the statute of frauds are enforceable only when they:
are in writing;
Identifies the parties;
are signed by the party against whom enforcement is sought;
and
contain all essential terms.
108
UCC - the risk of loss generally remains with the seller until
the buyer receives the goods.
But the risk of loss immediately passes from the seller to the buyer when the buyer repudiates or breaches a contract that deals with identified goods (e.g., the sports legend's memorabilia). When this occurs, the seller can recover any deficiency between the seller's insurance coverage and the contract price within a commercially reasonable time.
109
UCC risk of loss if seller breaches (delivery of nonconforming goods)
Risk of loss:
shifts to buyer if accepts nonconforming goods or seller cures
and
shifts back to seller if buyer rightfully revokes acceptance to extent buyer lacks insurance coverage
110
Anticipatory repudiation - when does the nonbreaching party have to wait to sue when there is repudiation by other party?
However, when the date of performance has not passed and the promisee has fully performed, the promisee must wait until the promisor’s performance is due before ling suit. In this situation, anticipatory breach is inapplicable; the promisee must wait for actual breach before ling suit. Typically, this occurs when the promisor’s obligation is the payment of money.
111
Void v voidable K
Void (invalid upon creation): forgery, illegality, fraud in the factum (assent by trick), duress by physical compulsion
Voidable (valid unless set aside): lack of capacity, mistake, misrepresentation, duress by threat, undue influence, fraud in the inducement
112
Enforceability of illegal contracts
illegal Ks are generally void as against public policy, but if a K is illegal solely bc a party doesn't have a required license, then enforceability depends on whether the purpose of the licensing is:
(a) economic (eg raise revenue) - in which case K is enforceable; or (b) regulatory (eg protect public health or safety) - in which case unenforceable if public policy clearly outweighs the interest in enforcing the K
113
Statute of Frauds
MESOUR
M - marriage
E - executor (promise to pay estate's debt from executor's personal funds)
S - Suretyship
O - One year, K can't be completed in one year
U - UCC, goods $500 or more
R - Real property transfer
114
