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Contracts > Termination > Flashcards

Termination Flashcards

1
Q

Lapse of time

A

termination of K if lapse of time stated or reasonable time, if no time is stated.

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2
Q

Words or Conduct of Offeror/ revocation of offer

A

Who: Offeror - REVOKE

  1. unambiguous statement of inability or unwillingness to K
  2. unambiguous conduct of tame
  3. Offeree MUST BE AWARE
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3
Q

I offer to sell car, you accept, but next day when I’m at home alone I say “i want to revoke the offer.” Revocation?

A

NO. Other person must KNOW of revocation.

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4
Q

What if it’s a rumor?

A

Depends on if it’s a reliable source.

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5
Q

when is revocation effective?

A

revocation of offer sent through the mail is NOT effective until RECEIVED.

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6
Q

S offers to sell to B. Se revokes and mails to B on Tuesday. B received on Thursday. When is it revoked?

A

THURSDAY. revocation when received.

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7
Q

Can you revoke after the offeree accepts?

A

NO. Indian Giver.

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8
Q

when can you revoke an offer?

A

any time before acceptance?

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9
Q

When can it NOT be revoked

A

Option contract

  1. promised to keep the offer open AND
  2. promise is supported by consideration
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10
Q

S offers to sell B her car for 400 - B pays S 10 for S’ promise to keep offer open for a week. Can S still revoke the offer?

A

NO. nominal money to keep the option open is OKAY.

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11
Q

S offers to sell her car to B for 400. S promises to keep the offer open for a week. Can S revoke?

A

YES. No consideration to keep the offer open. IT’S REVOKED.

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12
Q

Merchant Firm Offer Rule

A

An offer can’t be revoked for up to 3 months

  1. offer to buy goods
  2. signed, written promise to keep the offer open
  3. party is a merchant - anyone in business
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13
Q

S used car dealer, offers to sell car. Offer in writing, signed, and expressly promises it will be kept open for a week - can S revoke?

A

NO. Art 2 Applies - Merchant, sale of goods - 3 months.

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14
Q

S used car dealer, offers to sell car. Offer ORALLY promises it will be kept open for a week - can S revoke?

A

NO. Art 2 applies but FAILED because it MUST be written.

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15
Q

S used car dealer, offers to sell car. Offer in writing, signed, and expressly promises it will be kept open for 6 months - can S revoke?

A

S cannot revoke for 3 months – there is a MAX time limit on this.

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16
Q

What if no time frame for Merchant Offer Rule?

A

Court will figure it out - 3 months.

17
Q

S used cars makes offer by signed writing to B TO SELL CAR for 400. May S revoke?

A

YES – it only says that they will sell it to you – doesn’t say anything about KEEPING IT OPEN.

18
Q

S offers to sell B house - and the written offer promises that it can be accepted for the next 4 months. Revoke?

A

No merchant Firm Offer Rule - you need to give considerate in order to keep it open as an option K.

19
Q

RELIANCE

A

offer can’t be revoked if there is detrimental reliance THAT IS REASONABLY FORESEEABLE

20
Q

G gen contractor to built hotel, S submits a bid (offer) to G to paint hotel for 100k, G uses S’ bid to make its own bid to hotel - can S still revoke?

A

NO - detrimental reliance on G that was reasonably foreseeable.

21
Q

Start of performance

A

Pursuant to an offer to enter into a unilateral K, makes that offer Irrevocable for a reasonable time to complete performance

22
Q

O offers P 1000K to paint house. O states that it can only be accepted by performance. P starts painting. Can O still revoke?

A

NO - part performance for unilateral K CANNOT BE revoked before completion.

23
Q

Why rule about start of performance?

A

Can’t fuck over P for 99% of performance. MERE PREPARATION NOT OKAY.

24
Q

Start of performance and mere preparation?

A

NO - if you order paint but you don’t start painting - there’s NO PERFORMANCE. Maybe detrimental reliance as a remedy….

25
Q

Rejection - indirect rejection

A
  1. counteroffer
  2. conditional acceptance
  3. additional terms (common law only)
26
Q

Counteroffer

A

kills the original and makes a new offer. Distinguishable from mere bargaining which will continue offer.

S sells for 10K. B says “I will only take it for 9K”. S says no. B says I’ll take it for 10k.

NOPE. dead offer. PERIODS KILL.

27
Q

Bargaining

A

mere inquiry does not kill the offer.

S sells for 10k. B says “will you take 9k?” S says hell no. B says “Ok I’ll buy it for 10k”

YES QUESTION MARK.

28
Q

conditional acceptance

A

operates the same way as counter offer - terminates offer and becomes a new offer. “If”, “but”, “provided”, “so long as”, “on condition that”

IF BUT PROVIDED SO LONG AS ON CONDITION THAT.

29
Q

“Acceptance is EXPRESSLY conditioned on this arbitration term as a part of the K” is there an express contract?

A

NO. conditional acceptance.

30
Q

Mirror Image Rule

A

under common law, an “acceptance” must mirror the offer exactly. New terms are treated like a counteroffer rather than acceptance.

31
Q

UCC 2-207 - sale of goods with extra shit thrown in

A
  1. K formed?
  2. what are additional terms?
    - as long as not EXPRESSLY conditional
    - merely add minor term, then it’s okay
  3. Merchants? if yes, then automatically a part of the deal unless material changes it.
    UNLESS IF IT’S A MATERIAL CHANGE
32
Q

additional terms?

S sells car to B for 400. B says “I accept. Deliver on Sat.” No more communication. OK?

A

YES. Acceptance and mere proposal.

If one or both parties is not a merchant, the addition term is merely a proposal that is to be separately accepted or rejected.

33
Q

Death of party prior to acceptance

A

death or incapacity of either party terminates offer (before offer accepted).

34
Q

If already formed K and death?

A

if you have K already formed (offer, acceptance, consideration), you don’t get out of the K.

35
Q

Exceptions to death

A
  1. option K - if you paid consideration to hold it open, S dies, the OFFER IS NOT GONE. Estate will be liable.
  2. Part performance of unilateral K - if you start painting the house pursuant to unilateral offer STILL GOOD.

Contracts (10 decks)

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