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18 Cards in this Set
- Front
- Back
CHAPTER 1: OFFER AND ACCEPTANCE
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General Obligations Law
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New York Distinction #1: Unsolicited Goods
what does NY consider goods sent to someone who has not ordered those goods? An offer?
What may the recipient of such goods do? |
New York considers any unsolicited and voluntarily sent merchandise an
use or dispose of the goods as she sees fit.
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o New York Distinction #2: The Revocation of a Unilateral Contract Offer by the Offeror
If you told me I'd get a reward for swimming to Alcatraz ($5000) and I'm swimming away heading for Alcatraz to collect my reward, can you drive up in a boat and say "never mind" in NY? |
Yes! In New York, an offeror can revoke an offer to form a unilateral contract at any time up until the offeree completes performance. (partial performance does not preclude the offeror from revocking the offer - remember the reward for swimming to Alcatraz - in NY, until the guy gets all the way there, the offeror can still revoke)
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o New York Distinction #3: The Irrevocable Offer
In New York, under what conditions may an offeror NOT revoke an offer during a stated option period (or for a reasonable time if no option period is stated)?
In this case, is consideration needed to hold the option open?
Does this provision apply to merchants? or non-merchants? |
In New York, if an offer to enter into a contract is made in writing, signed by the offeror or his agent, and the writing specifies that the offer is irrevocable, then the offeror may not revoke the offer during the stated option period (or for a reasonable time if no option period is stated).
Consideration is not needed to support the offer.
This provision does not apply to merchants, as they are already subject to the UCC firm offer rule. (so this bring in non-merchants in NY, even when an options contract doesn't include consideration) This is a kind of firm offer for non-merchants.
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o New York Distinction #4: Promise of Reward
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In NY, a promise to pay a reward for the return of lost or mislaid property is ONLY enforceable if the promise is in writing or the promisor otherwise caused it to be published. In NY, therefore, oral offers of a reward are NOT enforceable. |
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New York Distinction #5: Consideration for Real Property
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When the conveyance is reduced to a writing sufficient to be recorded and when the conveyance was intended to be made without consideration. The rule is: In New York, if a promise or warranty is written into a deed or conveyance of an estate or interest in real property and acknowledged or proved in a manner legally sufficient for that deed or conveyance to be recorded, the promise or warranty contained therein will not be denied legal effect because of lack of consideration if no consideration was intended. |
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New York Distinction #6: Past Consideration
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i) The consideration is expressed in a writing signed by the promisor or her agent; |
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New York Distinction #7: Infancy
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i) All contracts entered into by a person 18 years or older (as they are NOT infants |
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New York Distinction #8: Usurious Contracts
what rate is usurious?
what effect usually? occasionally? |
In New York, consumer and personal loans with an interest rate exceeding
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Exceptions: (who can't disclaim negligence - 2 situations) |
In New York, the general rule is that exculpatory clauses and limitation of liability
i) Provisions in contracts for construction, repair, alteration or maintenance that |
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New York Distinction #10: Non-compete Provisions in Employment Agreements
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i) The covenant must be reasonable in time and geographic scope; |
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New York Distinction #11: Pay if Paid Provisions
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In New York, it is against public policy for a general contractor to insert a provision into a contract with a subcontractor which states that the general contractor does not have to pay the subcontractor unless the general contractor first gets paid by the client. Such provisions are against public policy because they operate as forbidden waivers of the right of a subcontractor to enforce a mechanic’s lien if not paid.
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o New York Distinction #12: Assignment
In New York, how can I irrevocably assign my rights to a contract to someone without any consideration?
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In New York, an irrevocable assignment of rights under a contract will not be denied effect solely for lack of consideration, so long as the assignment is in writing and signed by the assignor or her agent. (So, the common law rule that lack of consideration makes it revocable can be overcome in NY by a signed writing.)
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New York Distinction #13: Signature Requirement How does a signature satisfy the SOF in NY? Are initials ok? |
For a signature to satisfy New York’s Statute of Frauds, the name used (whether written |
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New York Distinction #14: Transfers of Real Property
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i) The buyer makes partial or full payment;
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New York Distinction #15: Statute of Frauds
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i) A subsequent or new promise to pay a debt that was previously discharged in a bankruptcy proceeding; |
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o New York Distinction #16: Time is of the Essence
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Not necessarily. In New York, merely specifying a date for performance does not result in making that date the essence of the contract. Unless the contract explicitly states that time is of the essence, a material breach will not be found solely because a party fails to perform by the specified date. |
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o New York Distinction #17: Mitigation of Damages
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1) The landlord can do nothing and collect the full rent due under the lease from the tenant;
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