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57 Cards in this Set
- Front
- Back
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01 Common Law Contract
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Under common law, a contract is a legally enforceable agreement. In most instances, contract formation requires a bargain in which there is a manifestation of mutual assent to the exchange and consideration. A valid contract is formed when there is an offer, an acceptance, and consideration.
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02 UCC Contract
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Under the UCC, a contract is a total legal obligation that results from the parties' agreement. A contract is formed when there is an offer, an acceptance and consideration. In most instances, the formation of a contract requires a bargain in which there is a manifestation of mutual assent to the exchange and a consideration.
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03 Bilateral Contract - Formed by an Act or Promise
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Under common law, a bilateral contract is a contract in which mutual promises are given as the agreed exchange for each other.
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04 Unilateral Contract - Formed (only) by an Act
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Under common law, a unilateral contract is a contract in which a promise is given in exchange for an actual performance by the other party. A unilateral contract is formed upon completion of performance.
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05 Quasi-Contract (Implied-in-Law Contract)
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Under common law, a quasi-contract is a legal substitute for a contract to be used when a court wishes to impose an obligation on a party to avoid unjust enrichment. A court may use a quasi-contract if: (a) a benefit was conferred to another, (b) there was a reasonable expectation of payment for the benefit conferred, (c) the recipient of the benefit knew or had reason to know of expectation of payment, and (d) the recipient of the benefit will be unjustly enriched if he does not pay for the benefit.
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06 Void Contract
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Under common law, a void contract is an agreement that is completely without any legal effect from the beginning.
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07 Voidable Contract
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Under common law, a voidable contract is an agreement that one or both parties can elect to avoid or ratify, but is not automatically without effect.
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08 Unenforceable Contract
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Under common law, an unenforceable contract is an agreement that may be valid by formation, but is otherwise unenforceable due to an applicable defense.
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09 Agreements Within the Statute of Frauds
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Under the Statute of Frauds, certain agreements must be evidenced in writing and signed by the party against whom the contract is to be enforced. Agreements that fall within the Statute of Frauds include: (1) contracts made in anticipation of marriage, (2) contracts that cannot be performed in one year, (3) land contracts, (4) promises by executors to pay estate debts out of their own funds, (5) contracts for the sale of goods with a value of at least $500, and (6) surety agreements.
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10 Statute of Frauds Under the UCC
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Under the UCC, a contract for the sale of goods with a value of at least $500 is not enforceable unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by his authorized agent or broker.
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11 Goods Under the UCC
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Under the UCC, goods are all things that are movable at the time of identification to a contract for sale.
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12 Merchant Under the UCC
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Under the UCC, a merchant is a person who regularly deals in the type of goods involved in the transaction, or who through his occupation has specialized knowledge of the business practice involved.
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13 Offer
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Under common law, an offer is a manifestation of present contractual intent, communicated to an identified offeree, containing definite and certain terms.
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14 Counteroffer
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Under common law, a counteroffer is an offer made by an offeree to the offeror that relates to the same matter as the original offer, but proposes different terms.
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15 Acceptance
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Under common law, acceptance is a manifestation of assent to the terms of an offer in the mannter authorized by the offer. The accepted terms must mirror the terms of the offer for a valid acceptance under common law.
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16 Consideration
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Under common law, consideration is a bargained-for legal detriment.
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17 Implied-in-Fact Contract
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Under common law, an implied-in-fact contract is an agreement presumably intended by the parties to the agreement, but not reduced to express language.
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18 UCC Firm Offer Rule
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Under the UCC, an offer by a merchant to buy or sell goods in a signed record that gives assurance that it will be held open is irrevocable, even without consideration, during the time stated or, if no time is stated, for a reasonable time, but for no longer than three months.
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19 Parol Evidence
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Under common law, parol evidence is any evidence of a prior negotiation or agreement between the parties (whether oral or written) or a contemporaneous negotiation or agreement (if oral) regarding the subject matter of the contested agreement that adds to, varies, or contradicts the contents of an integrated writing. Evidence of a contemporaneous written agreement is not parol evidence.
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20 Parol Evidence Rule
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Under the parol evidence rule, if the court finds a completely integrated agreement, it will not admit parol evidence to add to, vary, or contradict the contents of the writing.
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21 Completely Integrated Agreement
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Under common law, a completely integrated agreement is an integrated agreement adopted by the parties as a complete and exclusive statement of the terms of the agreement.
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22 UCC Battle of the Forms (If Both Parties Are Merchants)
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Under the UCC, if both parties to a contract are merchants, additional terms will be incorporated into the contract unless: (1) the other party objects to the new terms within a reasonable time, (2) the terms materially alter the contract, or (3) the offer expressly limits acceptance to the exact terms of the offer.
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23 Letter of Assurance
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Under the UCC, when reasonable grounds for insecurity arise with respect to the performance of either party, the other may, in writing, demand adequate assurance of due performance; until he receives such assurance, the party can suspend any performance for a commercially reasonable time. Failure to provide assurance of due performance within 30 days is effective repudiation of the contract.
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24 Repudiation
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Under the UCC, when either party repudiates the contract with respect to a performance not yet due, the loss of which will substantially impair the value of the contract to the other, the non-repudiating party can: (1) wait for performance for a commercially reasonable time, (2) resort to remedy for breach, or (3) suspend performance.
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25 Buyer's Remedies
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Under the UCC, in case of the seller's wrongful failure to deliver or to perform or in case of repudiation of the contract, the buyer may: (1) cancel the contract and sue for damages or (2) cover by making, in good faith and without any unreasonable delay, a contract to purchase goods in substitution for those due from the seller and sue for damages. In the event that the goods are nonconforming, the buyer can: (1) reject the goods and either cancel the contract or sue for damages under the contract or (2) accept the goods and sue for damages.
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26 Seller's Remedies
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Under the UCC, in case of the buyer's breach of contract or insolvency the seller may withhold or stop delivery and reclaim the goods and sue for damages.
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27 Option Contract
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Under common law, an option contract is a promise that meets the requirements of a valid contract and limits the promisor's power to revoke the offer. Under common law, separate consideration must be given for the option to be effective.
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28 Illusory Promise
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Under common law, an illusory promise is a promise that does not absolutely require a party to perform under the contract.
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29 Mutual Mistake
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Under common law, a mutual mistake is a defense to contract formation where both parties make a mistake concerning a basic assumption of the contract, the mistake materially affects the agreement, and the adversely affected party does not bear the risk of the mistake.
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30 Unilateral Mistake
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Under common law, a unilateral mistake is a defense to contract formation if one party is mistaken as to material facts concerning the bargain if the non-mistaken party knows or has reason to know of the mistake.
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31 Duress
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Under common law, if assent to a contract was obtained by economic or physical threat, the contract is voidable by the person who was subjected to the threat.
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32 Undue Influence
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Under common law, undue influence is the unfair use of a relationship or fiduciary position to pressure another party to enter into a contract that is unjustly beneficial to the defendant.
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33 Assignment
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Under common law, an assignment is the transfer of a right or benefit under a contract to a third party; the assignment transfers the rights of the assignor under the contract to the assignee.
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34 Delegation of Duties
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Under common law, a delegation is the transfer of an obligation or duty under a contract to a third party; the obligor remains liable for the obligation or duty as a surety, but the primary obligation under the contract shifts to the obligee.
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35 Integrated Agreement
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Under common law, an integrated agreement is a writing that is intended as a final expression of an agreement.
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36 Partially Integrated Agreement
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Under common law, a partially integrated agreement is any integrated agreement that is not completely integrated agreement. A partially integrated agreement cannot be contradicted by parol evidence, but it can be supplemented by consistent additional terms.
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37 Discharge of Contractual Duties
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Under common law, discharge of contractual duties is the extinguishment of the duty of performance under the contract.
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38 Impossibility
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Under common law, impossibility discharges the duty to perform when the subject matter of the contract is destroyed or upon the death of a party that makes performance impossible.
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39 Impracticability
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Under common law, impracticability discharges the duty to perform when one of the parties to performance of the contract faces unexpected extreme and unreasonable difficulty or expenses.
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40 Frustration of Purpose
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Under common law, frustration of purpose discharges the duty to perform if the purpose of the contract subsequently becomes irrelevant or valueless due to an event which was not the fault of the party seeking discharge from the contract.
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41 Mutual Rescission
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Under common law, mutual rescission allows both parties to expressly agree to discharge performance of the contract.
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42 Unilateral Rescission
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Under common law, unilateral rescission occurs when one party to the contract wants to be discharged from performance, but the other party wants performance of the contract.
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43 Novation
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Under common law, a novation occurs when a party to a contract is replaced by a new party to the contract.
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44 Accord and Satisfaction
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Under common law, an accord is an agreement between the original contracting parties where one party agrees to accept a different performance than the performance that was originally agreed upon. A satisfaction is performance of the accord.
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45 Common Law Installment Contract
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Under common law, an installment contract is a contract that requires or authorizes performance in stages or separate lots.
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46 Sale
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Under the UCC, a sale is a contract in which title to goods passes from the seller to the buyer for a price.
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47 Good Faith
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Under the UCC, good faith is honesty in fact and the observance of reasonable commercial standards of fair dealing.
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48 Express Warranties
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Under the UCC, express warranties by the seller to the immediate buyer are created by: (1) any affirmation of fact or promise that the goods will conform to the affirmation or promise, (2) any description of the goods which is made part of the basis of the bargain, (3) any sample or model that is made part of the basis of the bargain, or (4) any remedial promise made by the seller to the immediate buyer.
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49 Warranties of Title and Against Infringement
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Under the UCC, unless disclaimed or modified, every seller warrants that the title is good, the transfer of the goods is rightful, and that the goods will be delivered free from any liens or encumbrances of which the buyer is unaware at the time the parties entered into the contract. Similarly, every merchant warrants that goods will be delivered free of any infringement claims.
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50 Implied Warranty of Merchantability
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Under the UCC, a merchant warrants in every contract that the goods are of a quality equal to that generally acceptable among those who deal in similar goods and are generally fit for the ordinary purpose for which such goods are used.
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51 Implied Warranty of Fitness for a Particular Purpose
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Under the UCC, where any seller has reason to know, at the time the parties entered into the contract, that the buyer is buying the goods for a particular purpose, and that the buyer is relying on the seller's skill or judgment to furnish suitable goods, there is an implied warranty that the goods will be fit for such purpose.
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52 Immediate Buyer
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Under the UCC, an immediate buyer is a buyer that enters into a contract with the seller.
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53 Remote Purchaser
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Under the UCC, a remote purchaser is a person that buys or leases goods from an immediate buyer or other person in the normal chain of distribution.
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54 Risk of Loss
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Under the UCC, risk of loss is a concept that determines which party to a contract will pay for goods that are lost, stolen, damaged, or destroyed.
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55 UCC Installment Contracts
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Under the UCC, an installment contract is a contract that requires or authorizes the delivery of goods in separate lots to be separately accepted, even if the contract contains a clause that states "each delivery is a separate contract" or its equivalent.
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56 UCC Battle of the Forms (If At Least One Party Is Not a Merchant)
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Under the UCC, if at least one party to a contract is not a merchant, additional or different terms are viewed as proposals to modify the contract. Additional or different terms do not become part of the contract unless the offeror agrees.
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57 Battle of the Forms
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Under the UCC, a definite and seasonable expression of acceptance in a record operates as acceptance, even if the acceptance contains new or different terms. If at least one party is not a merchant, additional or different terms are viewed as proposals to modify the contract; they will not be incorporated into the contract unless the offeror expressly agrees to the terms. If both parties are merchants, additional terms are incorporated into the contract unless: (1) the other party objects to the new terms within a reasonable time, (2) the terms materially alter the contract, or (3) the offer expressly limits acceptance to the exact terms of the offer.
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