- revocation by offeror - rejection by offeree - Law (death or illegality)

- intent to offer - definite terms - comm with offeree

- when sent - mirror image required

R5 - Contracts & Sales Flashcards by Marina Urra

Elements of a contract

offer&acceptance
consideration
lack of defenses

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termination of offer

revocation by offeror
rejection by offeree
Law (death or illegality)

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elements of Offer

intent to offer
definite terms
comm with offeree

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necessary terms UCC & RISE

UCC- only qty is required OR output/reqs contracts

RISE- offeree, price, time, qty, type of work

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RISE revocation exception.

irrevocable offers

option contracts - consid give to keep open
unilateral cntcts- did something to keep open
merch firm offers

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RISE acceptance

when sent

- mirror image required

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element of consideration

legal value - benefit & detriment
—not something u alread have to do
—fairness not reqed
bargained for exch - influenced decision
—-gifts not count —moral/past Not count

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RISE Defenses against breach of contract

FRAUD-Maids
innocent misrep
duress
undue influence
mutual mistake
illegality
minor
intoxication - not know nature&sig of cntct
mental incap
stat of FRAUD- MYLEGS-written
Stat of limits- 4-6 yrs after breach
-impossibility
-accord and satisf
-novation
-conds to perf
-prevention of perf
-parole evid rule
-unconscionability

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FRAUD - must prove MAIDS

Material fact
Actual reliance
Intent to have party rely
Damages
Scienter - knew of falsity

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Duress

phys-void

econ/social-voidable

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unilateral mistake

defense for you if the other party knew or shouldve known of ur mistake

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Statute of frauds- MYLEGS

Marriage
Year longer contracts (>1)-except if party partially perf
Land - except if lease for one yr or pty partially perf
Executors paying estate debts
Goods >500
Surety - pay debt of another

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accord & satisfaction

accord- agmt to subs one cntct for another
satisfaction - execution of accord

discharge the original duty

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Novation

change one of the parties for another one. all must agree.

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prevention of perf

they dont let you perform-> you’re discharged from having to

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parole evidence rule

no prior or concurrent oral statements (of whenn contract was made)
only future stuff allowed

Remedies for when someone breached

mat breach- discharged; minor breach: damages$

anticip repud - wait & sue later OR sue now

Damages to recover

compensatory- $ costs to substitute
consequential - damages reas forseeable
spec perf- special manuf goods&land NOT svces
liquidated - clause on contract -only if reas and not penalty
punitive - only for FRAUD
rescission- get back to original position
–RISE- cant cancel if susbt perf- only $damages
—UCC- CAN cancel- perfect tender requried

Limits on damages

Foreseeable and mitigated

3rd party beneficiaries

must be intended NOT incidental

intended- donee or creditor

assignment of all rights

=assignment of contract= assignment of rights and delegation of duties

warranties of ASSIGNOR

have rights to assign
will not interfere
no knowl that impacts value

Merchant firm offer (irrevocable;UCC)

by merchant
written& signed
asssurances given tokeep open

cant last >3mths

UCC acceptance

mirror image NOT required (unless bet merch)

promise to ship or actual shipment=acceptance

nonconforming goods & promise to ship

if you reas notify = accommodation = counteroffer

nonconf goods & shipment

acceptance & breach of cntct - can sue

UCC Defenses against breach

FRAUD- MAIDS St of Limits - 4 yrs St of Fraud - myleGs impossibility & IMPRACTICABILITY

exceptions to St of Fraud - UCC - myleGs

not need to be in writing to be enforceable - Special manuf goods - written conf bet merch - Admitted contcts in court - Performed contracts

ROL passing NO agmt

``` Carrier - depends on type of delivery (shipment or destination) NONcarrier- depends on MERCH (@actual del)) or NONMERCH (@tender of del ```

ROL sale on approval

ROL on seller until buyer approves

Nonconf goods ROL & Title

title passes to buyer at delivery but ROL stays with seller. | title goes back to seller when buyer rejects

Warranties

Express- fits facts and descriptions Title Merchantibility - orig purpose - ONLY by merch fitness- special purpose - trust they will select appropr good

Disclaiming warranties

Express- cant disclaim Title- only by specific Lang NOT general Merch- gen discl or use word "merch" fitness- gen discl or "as is"

Tort Liab - Negligence - must prove

duty of care owed failed to care damages happened caused by negligence

Tort Liab- Strict Product Liab - must prove

``` Defective prod caused injury unreas dangerous merchant in bus of selling this stuff no subst change to prod ```

Remedies UCC Buyer & Seller

- Anticip repud- wait or sue - demand assurances - punitive damages- only fraud - duty to mitigate- cant recover if could've avoided

Remedies UCC- Seller

- cancel & sue for damages - stop goods in transit OR Reclaim from buyer(within 10 days) - resell to someone else and sue for diff - full contract + incidental - liquidated damages- if reas & no penalty

Remedies UCC- Buyer

- Reject for nonconf (right to inspect BEFORE pmt) - cancel/rescind - sue for damages - ----acceptnonconf&sue for diff - ----rejected/undelivered - -----------COVER-buy subst & sue seller for diff - specif performance-unique goods & cant cover - replevin- get them from seller if wrongfully in hands - seller insolvency- if have paid then u recover goods

Entrusting & Voidable title

GR: cant give better title than u have EXCEPT: entrusting: entrusted to seller and he sells in ordinary course-> that buyer has legit ownership voidable title: tricked into giving title to someone and that person sells it -> buyer has legit ownership