Ca Mcl Contracts Law

Front 1

Which law governs? Does the UCC apply?

Back 1

1. The UCC governs all contracts for the sale of goods
2. The UCC also has special rules governing transactions between merchants
3. If UCC does not apply, apply common law

Front 2

What is involved in the formation of a contract?

Back 2

1. Mutual Assent
2. Consideration

Front 3

Formation of a Contract
Mutual Assent involves?

Back 3

1. An Offer
2. Termination of an offer
3. Acceptance

Front 4

An Offer is?

Back 4

Offer
1. Manifestation of a present intent to contract demonstrated by
a. a promise,
b. undertaking or
c. commitment
2. Defined in certain and definite terms
3. Communicated to an identified offeree

Front 5

Termination of an offer:

Back 5

Termination of an offer
1. Lapse of time
2. Revocation- words or conduct of the offeror terminating the offer
3. Rejection- words or conduct of the offeree rejecting the offer
4. Termination by operation of law

Front 6

Formation of contract Termination of an offer
Revocation?

Back 6

Revocation
words or conduct of the offeror terminating the offer
1. Effective when received by offeree
2. Unless the offer is irrevocable
(a) Option contract
(b) Merchant’s firm offer (UCC)
(c) Detrimental reliance

Front 7

Formation of contract Termination of an offer- Rejection

Back 7

Rejection- words or conduct of the offeree rejecting the offer
1. Effective when received
2. Counteroffer acts as rejection

Front 8

Formation of contract Termination of an offer
Define:
Termination by operation of law

Back 8

Termination by operation of law
1. Death or insanity of either party
2. Destruction of subject matter of the contract
3. Supervening illegality

Front 9

Formation of contract Mutual Assent-Acceptance is?

Back 9

Acceptance
1. C/L- acceptance must mirror the offer (mirror image rule)
2. UCC- an acceptance which adds terms to the offer is valid
3. Method of acceptance
4. Mode of acceptance
5. Effective upon dispatch

Front 10

Formation of contract Mutual Assent Acceptance-under (c/l) common law is?

Back 10

under (c/l) common law
1. Acceptance must mirror the offer (mirror image rule)

Front 11

Formation of contract Mutual Assent Acceptance-under UCC

Back 11

Under UCC
An acceptance which adds terms to the offer is valid
• § 2-207 “battle of the forms”- between merchants, material terms become part of the contract unless
1. they materially alter the contract,
2. the offeror objects or the offer is limited to it’s terms

Front 12

Formation of contract Mutual Assent- Method of Acceptance is?

Back 12

Method of Acceptance
1. Promise to perform
2. Starting to perform
3. Complete performance

Front 13

Formation of contract Mutual Assent- Mode of Acceptance is?

Back 13

Mode of Acceptance
1. Manner authorized by the offer
2. Any reasonable manner

Front 14

Formation of contract
Consideration?

Back 14

Consideration
1. Bargained for exchange
2. Legal detriment or legal benefit
3. Promissory estoppel or detrimental reliance as consideration substitute

Front 15

Formation of contract Consideration- Legal Detriment or Legal Benefit?

Back 15

Legal Detriment or Legal Benefit
1. Adequacy generally irrelevant
2. Past consideration
3. “Pre-existing” duty rule
4. Part payment to settle existing debt
5. Payment to settle legal claim
6. Payment of debt barred by statute of limitations

Front 16

Name the Defenses to formation:

Back 16

Defenses to formation
1. Statute of frauds
2. Mistake/ambiguity
3. Illegality
4. Incapacity
5. Unconscionable
6. Fraud, Duress

Front 17

Contract Terms require?

Back 17

Contract Terms
1. Interpretation of terms
2. Mistake and ambiguous terms
3. Modification
4. Parol evidence rule

Front 18

Contract Terms- Interpretation of Terms

Back 18

1. Custom and usage in the industry
2. Course of dealing between the parties

Front 19

Contract Terms- Modification?

Back 19

Modification
1. C/L- additional consideration needed
2. UCC- no consideration needed so long as good faith
3. Needs to be in writing if the modification brings agreement within Statute of Frauds

Front 20

Third parties involves?

Back 20

Third parties
1. Third party beneficiaries
2. Assignment of rights
3. Delegation

Front 21

Third parties-Third party beneficiaries

Back 21

Third party beneficiaries
1. Intended or incidental?
2. Creditor or donee?
3. Have rights vested?
4. Who can sue whom?

Front 22

Third parties Third party beneficiaries-Have rights vested?

Back 22

Have rights vested?
1. Vesting occurs when the beneficiary
(a) Manifests assent to the promise in a manner invited or requested by the parties
(b) Brings suit to enforce the promise
(c) Materially changes position in justifiable reliance on the promise

Front 23

Third parties Third party beneficiaries-Who can sue whom?

Back 23

Who can sue whom?
1. Third party beneficiary v. promisor
2. Promisee v. promisor
3. Third party beneficiary v. promisee

Front 24

Third parties Assignment of Rights

Back 24

Assignment of Rights
1. Assignments are generally valid unless they materially alter the obligor’s duty or risk, or unless they are prohibited by law
2. Does obligor have defenses against assignee?
3. What happens when there is more than one assignment of the same right?

Front 25

Third parties Delegation

Back 25

Delegation
1) Delegation of duties is permitted except where prohibited by the contract, where the duties involved personal judgment and skill or where the delegation would change the obligee’s obligations
2) Obligee may sue delegator and delegatee

Front 26

Performance

Back 26

Performance
1. Conditions
2. Discharge of duties
3. Breach- major v. minor

Front 27

Performance Conditions-Types of conditions

Back 27

Types of conditions
1. Express, implied, or constructive
2. Precedent, concurrent, subsequent

Front 28

Performance Conditions-Excuse

Back 28

Excuse
1. Wrongful prevention
2. Voluntary disablement
3. Anticipatory repudiation
4. Waiver
5. Estoppel

Front 29

Performance-Discharge of Duties

Back 29

Discharge of Duties
1. Impossibility- objective test
2. Impracticability- subjective test
3. Frustration of purpose
4. Mutual rescission
5. Novation
6. Accord & satisfaction

Front 30

Performance Discharge of Duties Impossibility- Objective Test

Back 30

Impossibility- Objective Test
1. Death or physical incapacity
2. Illegality
3. Destruction of subject matter

Front 31

Performance Discharge of Duties Impracticability- Subjective Test

Back 31

Impracticability- Subjective Test
1. Extreme and unreasonable difficulty that was unanticipated

Front 32

Remedies?

Back 32

Remedies
1. Compensatory damages
2. Liquidated damages
3. Punitive damages
4. Consequential damages
5. Restitution- quasi-contract relief
6. Rescission
7. Reformation
8. Specific performance

Front 33

Remedies-Compensatory damages

Back 33

Compensatory damages
1. Expectation damages (benefit of the bargain)
2. Consequential damages must be foreseeable

Front 34

Remedies-Liquidated damages

Back 34

Liquidated damages
1. Actual damages difficult to calculate at the time the contract was formed
2. Amount is a reasonable forecast of damages