Types of Contracts Flashcards
How are express contracts formed?
by language, oral or written.
how are implied contracts formed?
by conduct
what are quasi-contracts?
Quasi contracts are not contracts. When an unenforceable contract results in unjust enrichment. Courts allow a plaintiff to bring an action in restitution to recover the amount of the benefit conferred on the defendant.
what is a bilateral contract?
Consisting of the exchange of mutual promises. Can be accepted in any reasonable way. (assume any contract is usually a bilateral contract)
what is a unilateral K?
one in which offeror requests performance rather than a promise. Offeror-promisor promises to pay upon completion of the requested act by promisee.
Occurs in only two situations:
(1) offeror clearly indicates that completion of performance is only way to accept; and
(2) where there is an offer to the public, such as a reward offer.
a void contract is
one that is totally without any legal effect from the beginning (for example, an agreement to commit a crime). Cannot be enforced by either party.
voidable contract is
one that one or both parties may elect to void, such as by raising a defense that makes it voidable.
unenforceable contract is
otherwise valid but isn’t enforceable due to a defense, such as the statute of limitations of Statute of Frauds.
what law governs in a contract for the sale of goods?
Article 2.
what are goods?
things movable at time identified as the items to be sold under the contract. Tangible things, but does NOT apply to the sale of real estate, services, or intangibles, or to construction contracts.
how does Article 2 define merchant?
One who regularly deals in goods of the kind sold or who otherwise by their profession hold themselves out as having special knowledge or skills as the practices.
for art 2 provisions with general business practices almost anyone in business can be a merchant.
some article 2 provisions like implied warranty of merchantability are more narrow and require a person to be merchant with respect to goods of the kind involved in the subject transaction.
what if sale involves both goods and services?
determine which aspect is dominant and apply that
however, if contract divides payment between goods and services, then art 2 to sale portion and common law to services portion.
good faith and fair dealing
every K within UCC imposes obligation of good faith. Honesty in fact and reasonable commercial standards. Common law also imposes a duty of good faith and fair dealing. Breach of this usually involves exercising discretion in a way that deprives other party of the fruits of K.
