Outline w/ deff Contracts

Question 1

Choice of law

Answer 1

UCC (sale of goods)
Deff: As long there is a mutual agreement the contract will be enforced, its more liberal.

Basic material terms are the same. If merchants we know each other there is custom way we do business

CL (Services or land)
Offer
Acceptance
Consideration

Question 2

Offer

Answer 2

Outward manifestation of our intent to enter into a contract

Question 3

Acceptance

Answer 3

Some sort of communication of your intent to enter into a K. You can accept by any reasonable manner unless offeror specifies a way you need to accept.

Can accept by silence
Can accept by performance
Mail

At CL acceptance has to mirror offer

Question 4

Consideration

Answer 4

Bargained for exchange.

Were making a deal, im giving up something youre giving up something. Don’t worry about the value but the deal

Question 5

Modification

Answer 5

• Changing a material term of the K
  o If K is CL: Then need additional consideration for valid modification

o UCC- no additional consideration juss good faith tween parties

• Modifications can be oral or written

Question 6

Defenses
SOF

Answer 6

Statue of Frauds
* Under SOF certain Ks need to be in writing: MYLEGS (list these with commas)
o Marriage
o K that cant b perf. In yr
o Land
o Executor
o Guarantor
o Sale of goods of $500 or more.

Exception for SPF- Part performance.

Question 7

Defenses Mistake

Answer 7

Unilateral
* Not a defense to Ks unless:
o If 1 party is mistaken about a term in the K it is not a defense unless the other party knew of my mistake

Mutual
* Always a defense
* Both parties did not know (honestly and in good faith) mistaken

Question 8

Impossibility
Defense

Answer 8

• K was impossible if objectively no one could perform the K.
  o Illegal= impossible
  o Hou burn down= no one can buy cause there is no house

Question 9

Impracticability
Defense

Answer 9

• Due to unforeseen circumstances though perf possible its now become too difficult (expensive)- its not fair too expensive difficult- therefore, I cant do this.
  o Some fluctuation of prices are foreseeable. For this to apply cost change would have to be so drastic.
  o If its on the line- this is ur change to B.S. and then make a conclusion.

Question 10

Breach

Answer 10

1. Was breach material or?
   * A breach is material if it is so substantial, significant if I did not get the benefit of the bargain. Therefore I can sue you for total breach
2. Was the breach minor?
   * A breach is minor if the party still received the benefit of the bargain and now I can only sue you for the breach of those actual damages,

Question 11

Remedy Legal

Answer 11

• Money- you breach I want $
• Default expectation damages

Question 12

Expectation Damages

Answer 12

• To put the non-breaching party in a position they would have been in had the K been performed.

o Reasonable certainty as to amount of the damages.

Question 13

Reliance Damages

Answer 13

• You get reliance if you cannot get expectation damages- it’s the unreimbursed expense that you paid due to your reliance.

Question 14

Consequential damages

Answer 14

• Foreseeable damages/ losses as a result of the breach. These are special damages due to particular circumstances of the non-breaching party.

Question 15

Equitable remedies

Answer 15

• When there is no adequate remedy at law you get this-
  o The money isn’t going to help me

Question 16

Specific Performance

Answer 16

• Granted when the nature of the K is unique
  o Ie Land- always unique.

Question 17

Recission

Answer 17

• Get when there was no meeting of the minds
• Goal to put the parties in a position before the contract was entered into.
  o Looking to argue this with mistake (mutual) or misrepresentation.

Question 18

Restitution

Answer 18

• Return of a benefit conferred.
  o I give you money and your giving it back to me.