Ca Bar Exam - Contracts

Front 1

Offer

Back 1

1. Manifestation of a present intent to contract demonstrated by a promise, undertaking or commitment.

2. Definite and certain terms

3. Communicated to an identified offeree

Front 2

Statute of Frauds applies to contracts of:

MY LEGS

Back 2

Marriage

cannot be performed within one Year

Land

Executor

Goods over $500

Surety

Front 3

Parole evidence rule

Back 3

1. Prior oral or written, or oral contemporaneous agreement

2. is inadmissible to vary, modify or contradict

3. an integrated agreement intended as a complete and final expression of the parties

Front 4

Parole Evidence exceptions

Back 4

1. defects in formation

2. conditions precedent

3. interpretation of terms

4. collateral agreements, or

5. subsequent modifications

Front 5

Contract essay checklist

Back 5

1. Which law governs?

2. Formation of Contract

3. Defenses to Formation

4. Contract Terms

5. Third Parties

6. Performance

7. Remedies

Front 6

Third Party Beneficiaries - who can sue whom?

3BP v. promisor?

Back 6

1) Benie can sue promisor

2) Promisor can raise any defense s/he has against Promisee.

Front 7

Third Party Beneficiaries - who can sue whom?

3BP v. promisee?

Back 7

1) Creditor Benie can sue both Promisee and Promisor, but limited to one satisfaction.

2) Donee Benie cannot sue Promisee unless detrimentally relied.

Front 8

Third Party Beneficiaries - who can sue whom?

Promisee v. Promisor?

Back 8

specific performance?

Front 9

Rights are assignable unless:

Back 9

1) the assignment substantially changes obligor's duty or risk,

2) the assignment is for future rights based on future contracts, or,

3) the assignment is prohibited by a no assignment provision or by law.

Front 10

Who can sue whom?

Assignee v. Obligor

Back 10

a) Can sue under the contract.

b) Obligor can raise defenses inherent in contract but not any defenses assignor has against assignee.

Front 11

Who can sue whom?

Assignee v. Assignor

Back 11

a) Can sue if irrevocable.

b) Assignor not liable if Obligor unable to perform.

Front 12

What happens if there are multiple assignments?

1) Irrevocable assignment – first assignee wins except if subsequent assignee:

Back 12

a) pays for value,
b) is unaware of earlier assignment, and
c) is first to obtain payment, judgment, novation or ownership.

Front 13

What happens if there are multiple assignments?

2) Revocable assignment – last assignee wins except if:

Back 13

a) gratuitous assignment is irrevocable,
b) assignee received ownership, or
c) assignee reasonably and detrimentally relied.

Front 14

Duties are generally delegable unless

Back 14

1) involves personal judgment and skill,
2) changes the obligee's expectancies,
3) special trust was reposed in delegator, or
4) prohibited by contract provision.

Front 15

Who can sue Whom in delegation scenarios?

Back 15

1) Obligee v. Delegator – delegator always liable.
2) Obligee v. Delegate – only if there has been an assumption by delegate.

Front 16

Excuse of conditions of performance

Back 16

1. Anticipatory repudiation

2. Voluntary disablement or prospective inability to perform

3. WRongful prevention of condition occurs

4. Divisible contract

5. waiver or estoppel

Front 17

Anticipatory repudiation

Back 17

1. executory bilateral contract

2. prior to performance being due, unequivocal statemetn of nonperformance

3. entitles non-repudiating party to:

a) sue immediately or b) suspend performance and sue when performance due or c) treat repudiation as a rescission and a discharge, or d) urge performance

4. Repudiation can be retracted unless accepted or detrimental reliance by non-repudiating party

Front 18

Discharge of duties by events

Back 18

1. Impossibility

2. Impracticability

3. Frustration of Purpose

Front 19

DIscharge of duties by the parties

Back 19

1. modification

2. rescission

3. novation

4. accord and satisfaction

Front 20

Prior to vesting, the promisee and promisor are free to modify or rescind the beneficiary's right under the contract. Third party beneficiary's rights vest when:

Back 20

1. he manifests assent to a promise int he manner requested by the parties

2. brings a suit to enforce the promise

3. materially changes position in justifiable reliance on the promise; or

Front 21

intended beneficiary

Back 21

1. is identified in the K

2. receives performance directly from the promisor; and

3. has some relationship with the promisee to indicate intent to benefit

Front 22

seller's damages where buyer repudiates to refuses to accept conforming goods

Back 22

1. benefit of bargain: contract price = mkt price

2. resale: contract price - resale price

3. lost profits: contract price - cost to seller (must be lost volume seller/have unlimited inventory)

Front 23

consequential damages: a seller is liable for consequential damages if

Back 23

1. he had reason to know of the buyer's general or particular requirements, and

2. the subsequent loss resulting from those needs could not be reasonably prevented by buyer

some causation element too?

Front 24

buyer's damages when seller does not deliver or buyer rejects goods or revokes acceptance

Back 24

1. contract price - mkt price (at time buyer learns of breach)

2. contract price - cost of replacement goods (buyer must make a reasonable contract for substitute goods in good faith and without reasonable delay)

Front 25

buyer's damages when seller anticipatorily breaches contract

Back 25

difference between the market price (at the time the buyer learned of the breach) and the contract price

Front 26

buyer's damages when seller delivers nonconforming goods that buyer accepts

Back 26

difference between the value of the goods as delivered and the value they would have had if they had been according to the contract (plus incidentals and consequential damages)

Front 27

frustration of purpose

Back 27

where the contract has become valueless by virtue of some supervening event, some courts will discharge contractual duties even though performance is still possible.

Front 28

impossibility

Back 28

occurrence of an unanticipated or extraordinary event may make contractual duties impossible to perform