1L Contracts Rule Statements

Front 1

intent to contract

Back 1

objective manifestation of intent to be bound

Front 2

applicability of UCC

Back 2

contracts for the sale of moveable goods

Front 3

unilateral contract

Back 3

promise made in exchange for complete performance

Front 4

bilateral contract

Back 4

promise made in exchange for another promise or performance

Front 5

mutual assent

Back 5

offer and acceptance

Front 6

offer

Back 6

a commitment, containing definite terms, communicated to an identified offerree

Front 7

acceptance

Back 7

unequivocal assent to terms of an offer; [CL] committment, communicated the right way, mirroring terms of the offer; [UCC] definite and seaonable expression of acceptance communicated by any reasonable medum

Front 8

[CL] acceptance

Back 8

a committment, communicated the right way by the offeree, to the exact terms of the offer, effective upon dispatch

Front 9

[UCC] acceptance

Back 9

a committment by the offeree, communicated in a reasonable way to the offeror

Front 10

mailbox rule

Back 10

an acceptance, post-paid and properly addressed, is effective upon dispatch

Front 11

rejection

Back 11

refusal of offer by offeree; effective upon receipt

Front 12

revocation

Back 12

withdrawal of offer by offeror; must occur before valid acceptance made; effective upon receipt

Front 13

counter offer

Back 13

[CL] additional or varying terms of the original offer; functions as rejection of original offer

Front 14

option contract

Back 14

contract formed when consideration is paid to keep offer open for a longer period of time; irrevocable for time specified or a reasonable time if none specified

Front 15

merchant's firm offer

Back 15

[UCC] a signed wriitng by a merchant stating the offer; irrevocable for time stated or reasonable time if none stated but in no event longer than 90 days without consideration

Front 16

offer supported by detrimental reliance

Back 16

offer irrevocable when there is sufficient reliance to justify application of the doctrine of estoppel

Front 17

consideration

Back 17

the bargained-for exchange of legal detriment

Front 18

forbearance to sue

Back 18

forbearance to do something one is or reasonably believes is legally entitled to do may be consideration

Front 19

pre-existing duty rule

Back 19

a promise to perform (or refrain from performing) something one is already obligated to perform (refrain from performing) is not consideration

Front 20

illusory promise

Back 20

promisor may elect to perform or not; not consieration

Front 21

moral obligation

Back 21

not consideration unless bargained for

Front 22

promissory estoppel

Back 22

reasonable, foreseeable, and detrimental reliance on the promise can substitute for consideration

Front 23

capacity to contract

Back 23

if one party is lacking capacity to contract (an infant, mentally infirm), the contract is voidable by the incapacitated party

Front 24

duress

Back 24

coercive force used to threatened to induce consent; personal duress - contract voidable by coerced party; economic duress - no defense unless other party is cause

Front 25

undue influence

Back 25

over-persuasive pressure by one party against another

Front 26

misrepresentation

Back 26

fraud in the inducement - contract void; fraud regarding subject matter renders voidable by innocent party

Front 27

unilateral mistake

Back 27

mistake by one party regarding material matter - contract voidable by mistaken party if other knew or should have known of mistake

Front 28

mutual mistake

Back 28

common mistake by both parties about a material matter of the contract of which neither party assumed the risk- voidable by either party

Front 29

unconscionability

Back 29

unfair advantage taken by one party over another; court may take any reasonable action to render contract fair

Front 30

illegality

Back 30

subject matter of contract illegal prior to contracting - void; purpose of contract illegal - voidable by innocent party

Front 31

statute of frauds

Back 31

certain contracts must be in writing to be valid

Front 32

one year provision (SoF)

Back 32

contracts which cannot be completely performed within one year of formation must be in writing

Front 33

full performance exception (SoF - 1yr rule)

Back 33

any possibility, no matter how unlikely, that performance can be completed within 1 year removes contract from SoF

Front 34

sale of goods contracts (SoF)

Back 34

contracts for the sale of goods $500 or more fall within the SoF

Front 35

special rule for merchants ($500, SoF)

Back 35

merchant's confirmatory memo not obejcted to within 10 days satisfies SoF

Front 36

other exceptions (goods $500+, SoF)

Back 36

(1) specially manufactured goods where manufacturing has begun; (2) tender and acceptance of goods; (3) pre-payment

Front 37

suretyship contracts (SoF)

Back 37

collateral promises to answer for the debt of another must be in writing

Front 38

main purpose rule (suretyship, SoF)

Back 38

promise to answer for the debt of another need not be in writing if promisor motivated by a desire for advantage or benefit

Front 39

real property contracts (SoF)

Back 39

contracts for the sale of land or buildings

Front 40

part performance doctrine (real property, SoF)

Back 40

possession of the land and partial payment or improvement to it satisifes the SoF

Front 41

sufficient memo (SoF)

Back 41

(1) identity of the parties; (2) subject matter; (3) time for performance; (4) price; (5) signed by party against whom it will be enforced

Front 42

modification requirements

Back 42

[CL] mutual agreement and consideration
[UCC] good faith sufficient

Front 43

accord and satisfaction

Back 43

when good-faith dispute regarding duty, agreement to a substitute performance for the disputed one (accord) and performance of the substitute (satisfaction) discharge original debt

Front 44

parol evidence rule

Back 44

no evidence of any prior oral or written, or contemporaneous oral negotiations may be entered to vary or contradict the terms of an integrated writing

Front 45

integrated writing (PE)

Back 45

final and complete expression of the agreement

Front 46

exceptions to parol evidence rule

Back 46

evidence of duress, clarification of ambiguity, mistake, fraud, oral condition precedent, illegality, lack of consideration

Front 47

express condition

Back 47

present in the writing; must be completely performed

Front 48

implied condition

Back 48

implied-in-fact: reasonable expectation of parties
implied-in-law: order of performance when not specified

Front 49

constructive condition

Back 49

interpreted from relative performance of the parties; need only be sustantially performed

Front 50

satisfaction of contracting party

Back 50

must rest on good-faith evaluation

Front 51

satisfaction of 3rd party

Back 51

must be good-faith and neutral; evidence of bad faith is admissable to excuse the condition

Front 52

wrongful prevention

Back 52

interference with event or failure to act when required; excuses condition

Front 53

waiver and estoppel

Back 53

waiver of condition by party entitled to it is permissible; may be withdrawn or midified unless other party reasonably, foreseeably, and detrimentally relied on waiver

Front 54

relief from forfeiture

Back 54

courts may excuse failure of express condition if would induce disproportionate forfeiture

Front 55

anticipatory repudiation

Back 55

postive statement to the promisee before performance is due, that the promisor will not or cannot substantially perform

Front 56

voluntary disablement

Back 56

anticipatory breach by actions rather than words

Front 57

substantial performance

Back 57

incomplete performance so nearly equivalent that it would be unfair to deny the performer the agreed-upon return performance; subject to promisee's right to recover for value of performance left undone

Front 58

divisibility

Back 58

each party's performance capable of division into 2 or more segments and each has the same number of performances

Front 59

impossibility

Back 59

supervening unforeseen event of which neither party accepted the risk renders performance objectively impossible; excuses performance

Front 60

impracticability

Back 60

supervening unforeseen event of which neiher party accepted the risk renders performance as writtn impossible for these particular parties; if temporary, duties suspended until event is over

Front 61

frustration

Back 61

supervening unforeseen event defeats the underlying purpose of at least still partially executory contract; excuses performance

Front 62

anticipatory breach and options

Back 62

breach by anticipatory repudiation; non-breaching party who has not completely performed may sue for breach immediately or wait for time of performance due

Front 63

minor breach

Back 63

defect in non-material aspect of performance

Front 64

material breach

Back 64

breach of material aspect of performance; discharges duty of performance by non-breaching party

Front 65

liquidated damages

Back 65

damage amounts expressly agreed to in contract

Front 66

requirements for valid liquidated damage clause

Back 66

(1) amount of actual damage for breach would be difficult to determine; (2) amount agreed to is reasonable; (3) intent is to provide for damages, not penalty

Front 67

effect of liquidated damages clause

Back 67

is recovery if clause is valid

Front 68

damage calculation: employment contracts

Back 68

[employer breach] salary for rest of term + incidental - mitigation; [employee beach] cost of obtaining substitute performance

Front 69

damage calculation: sale of goods

Back 69

[seller] (1) resale; (2) market price; (3) lost profit
[buyer] (1) cover; (2) market price; (3) breach of warranty recovery

Front 70

damage calculation: sale of realty

Back 70

(1) restitution; (2) contract - market price

Front 71

damage calculation: construction

Back 71

[contractor] expectation + consequential + incidental- mitigation
[buyer] cost to complete + consequentail + incidental - mitigation

Front 72

consequential damages

Back 72

foreseeable damages resulting from breach

Front 73

reliance

Back 73

awarded as recovery to return non-breaching party to position before contract

Front 74

restitution

Back 74

recovery awarded for benefit conferred to other parrty

Front 75

quasi-contract

Back 75

equitable remedy whereby non-breaching party is awarded value of benefit conferred

Front 76

measure of recovery

Back 76

value of benefit conferred

Front 77

specific performance

Back 77

equitable remedy used when breach of performance and monetary damages insufficient

Front 78

reformation

Back 78

equiatable remedy used to alter contract writing to conform to actual agreement

Front 79

recission

Back 79

equitable remedy to remove parties' obligations to each other

Front 80

intended TP beneficiary

Back 80

named in contract (expressly or by reference) to whom performance directly runs, having a relationship with the promisee which supports the benefit

Front 81

incidental TP beneficiary

Back 81

not named in the contract, indirectly benefitting; no rights under contract

Front 82

creditor beneficiary

Back 82

pre-existing obligation owed by promisee which contract is being used to satisy all or part of

Front 83

donee beneficiary

Back 83

performance is a gift; no rights against promisee

Front 84

vesting

Back 84

rights become TPB's when learn of promise and take some action indicating assent to it

Front 85

vesting effect

Back 85

TPB can enforce rights against promisor as exist at time of vesting

Front 86

elements of assignment

Back 86

(1) description of rights and (2) words of present transfer

Front 87

effect of assignment

Back 87

terminates rights of assignor and transfers to assignee

Front 88

limitations on assignment

Back 88

may not assign if: prohbited by law or if assignment materially: increases other party's risk, changes other party's duty, impairs other party's chance of obtaining return performance

Front 89

revocability of assignment

Back 89

assignment revocable until vested

Front 90

elements of delegation

Back 90

(1) identity of delegate, (2) consideration

Front 91

effect of delegation

Back 91

if consideration, delegate is primarily responsible for performance of delegated duty; delegator is surety in any event

Front 92

limitations on delegation

Back 92

may not delegate if: (1) prohibited by law; (2) prohibited by contract clause; (3) personal duties unless obligee consents

Front 93

bona fide purchaser for value

Back 93

if a party pays fair value for property and without any notice of defects in title, the property is rightfully theirs.

Front 94

expectation damages

Back 94

designed to put the non-breaching party in the position it would have been in if the contract had been performed.

Front 95

expectation damage calculation

Back 95

standard remedy + incidental damages + consequential damages - mitigation

Front 96

breach

Back 96

a failure to perform or poor performance of a matured duty

Front 97

lost volume recovery rule

Back 97

if there is (1) large inventory and (2) large demand for the product, the seller may recover the profit lost on a breached sale