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What is an entire contract?

Performance has to be substantially complete to avoid breach


What's an example of an entire contract?

Contacting for a house to be built, even though there are individual tasks, the contract is for the entire completion of the house


Are construction contracts usually entire or divisible?



What is a divisible contract?

Separate divisible performances for separate, divisible considerations


Example of a divisible contract?

Paying $500 to paint 10 houses, each paint job is a divisible performance


Are employment contracts usually entire or divisible contracts?

Divisible, because you go from pay period to pay.


The restatement of contracts is issued by whom?

A private organization that doesn't have the force of law, but is highly persuasive authority


If it isn't clear how to accept an offer, it can be done in what two ways?

Performance or promise


What does UCC stand for?

Uniform commercial code


What does UCC cover?

Contracts for the sale of goods


What are Considered goods under the UCC?

Tangible/movable items at the time of sale


UCC is enacted where?

Every state except Louisiana


If the UCC is silent on an issue, what happens?

Common law governs


What article of the UCC primarily deals with the sale of goods?



How does the UCC define merchant?

One who deals in goods of the kind involved in the sale or:
- Holds himself out as having knowledge/skill particular to the practices/goods in the transaction
- employs an intermediary that holds himself out as having the required knowledge or skill


What are the three levels of merchants under the UCC?

- those in business generally
- those that deal in goods of a particular kind
- specialists in the kinds of procedures involved in a particular situation


Do indefinite terms cause a contract to fail?

Not If the parties intended to contact and there's a reasonably certain basis for a remedy like a gap filler


Unless otherwise stated, an offer and acceptance are allowed in what ways?

Any way by any medium reasonable under the circumstances


If prompt notice of performance has not been given by the offeree to the offeror, what can happen?

The offeror can consider that offer lapsed after a reasonable time


Can an acceptance vary from an offer?

Yes, But only in immaterial details


What are the major different kinds of contracts?

Service contracts, contracts for the sale of goods, and hybrid contracts


What is a hybrid contract?

Contracts that involve both goods and services


What are the two tests to figure out which type of contract a hybrid contract actually is?

Predominant factor test, and gravamen of the harm test


What Is the predominant factor test?

Courts look at transactions as a whole to figure out the predominant purpose, if it was to render services with goods incidentally involved, or transaction of sale with labor incidentally involved


What is the gravamen of the harm test to determine what type of contract a hybrid contract is?

Courts look at the specific part of the contract that was the cause of the harm, like if the contract was for an oil change and defective oil ruined the car, it would be a goods case because of the harm involved goods


What Are the factors that you should look at when deciding what type of contract a hybrid contract really is?

Contract language, nature of business, reason for contracting, amounts for goods and services


How can contract language give you a hint about whether it is a service or goods contract?

If it is for goods it will use language like buyer, seller, transaction, equipment, customer, purchase, purchaser, etc.


How can the amount of the goods or services or the manner that they are charged give you an indication of what type of contact hybrid contract is?

If the price doesn't include a service cost, or the goods are more than the services, it is a goods contract


How do you determine someone's intent to contract?

The reasonable person test


What is The reasonable person test to determine intent to contract?

manifestations of assent are interpreted from the viewpoint of a reasonable person in the position of the other party


If A reasonable person in the other's position knew or should've known that the other person didn't intend to be bound by contract, was a contract formed?

Not until a formal agreement is executed


Does the meaning of the words that were used help you determine intent to contract?

No, focus on what should have been understood in the context of the transaction


Is a subjective standard relevant to determine intent to contract?

No, actual intent is not relevant, only outward conduct, words, demeanor, etc.


If a person appears to indicate assent, but doesn't actually intend to agree, can that prove that he didn't intend to contact?

No, that is irrelevant because the court looks at the outward manifestation not a secret or unexpressed intention


What does indefiniteness show?

An intent not to contract


What Is indefiniteness?

Agreements that are unduly uncertain, have lots of missing terms, absent material terms, etc.


Where are some examples of material terms that would count for indefiniteness if they were missing?

Subject matter, price, payment terms, quantity, quality, duration, etc.


If an Agreement fails for indefiniteness what happens?

It is void


If There is only some ambiguity, will an agreement fail for indefiniteness?

Usually not, usually the contract is enforced


Three types of indefiniteness?

Material term is indefinite, silent about material term, time


If a phrase is included that says something like fair share of the profits, will that fail for indefiniteness?

No, it will probably be changed to allow for recovery of a reasonable value, otherwise that phrase alone would be too indefinite to be enforced


Two ways you can cure a material term being indefinite?

It can be cured by conduct, or cured by agreement


How Can you cure a material term being indefinite by conduct?

When an offeror accepts the offeree's accommodation on a material term ie) if a tailor makes a suit from his own fabric choice because you didn't specify one, and you like it so you accept it


How Can you cure a material term that is indefinite by an agreement?

The offeree can accept what he is given ie) if you were promised a pension that will be well and enough, and then you're given $20 a week and you accept it


Does the law like to destruct contacts for uncertainty?

No, especially when part or full performance has occurred


What are the three different types of contracts?

Entire, divisible, and series