Clep Blaw Info/formation Contracts

Front 1

UCC or the Code

Back 1

Uniform Constutional Code

Front 2

Uniform Constitutional Code

Back 2

governs sale of personal property in all states but Louisiana

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personal property vs real property

Back 3

goods are tangible personal property (tvs, automobiles, textbook) - real property is land

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Quantum meruit

Back 4

judicial doctrine that allows a party to recover losses in the absence of an agreement or binding contrac

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Contract

Back 5

a binding agreement that the courts will enforce

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common law

Back 6

most contracts are primarily governed by state common law, including contracts involving employment, services, insurance, real property (land and anything attached to it), patents, and copyrights

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sale

Back 7

the transfer of title from seller to buyer

Front 8

goods

Back 8

tangible personal property (not land because land is real property)

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What are requirements of a contract (4)?

Back 9

1. Mutual assent, 2. consideration, 3. legality of object, 4. capacity

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Mutual assent

Back 10

the parties to a contract must manifest by words or conduct that they have agreed to enter into the contract

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Consideration

Back 11

each party to a contract must intentionally exchange a legal benefit or incur a legal detriment as an inducement to the other party to make a return exchange

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Legality of object

Back 12

the purpose of the contract must not be criminal, tortious, or against public policy

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Capacity

Back 13

the parties to a contract must have contractual capacity

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What are the classification of contracts? (4)

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1. express and implied, 2. unilateral and bilateral, 3. void, voidable, valid, and unenforceable, 4. executed and executory

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Implied in fact contract

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agreeement of parties is inferred from conduct

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express contract

Back 16

agreement stated in words orally or in writing

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bilateral contract

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promise depends on a promise - both parties exchange promises

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unilateral contract

Back 18

contract where only one party makes a promise

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valid contract

Back 19

meets all requirements of a binding contract

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void contract

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no contract at all, no legal effect

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voidable contract

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contract capable of being made void

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unenforceable contract

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contract for the breach of which the law provides no remedy

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executed contract

Back 23

contracted that is fully performed by both parties

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executory contract

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yet to be fully performed

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promissory estoppel

Back 25

doctrine enforcing some noncontractual promises

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requirements of promissory estoppel

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a promise made under circumstances that should lead the promisor reasonably to expect that the promise would induce the promise to take definite and substantial action and the promisee does take such action

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remedy for promissory estoppel

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court will enforce the promise to the extent necessary to avoid injustice

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quasi contract

Back 28

an obligation not based upon contract that is imposed by law to avoid injustice; also called an implied in law contract

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requirements of quasi contract

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a court will impose a quasi contract when 1) plaintiff confers a benefit upon the defendant 2) the defendant knows or appreciates the benefit and 3) defendant's retention of the benefit is inequitable

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remedy for quasi contract

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plaintiff recovers the reasonable value of the benefit conferred upon defendant

Front 31

Essentials of an offer (4)

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1. definition of offer, 2) be communicated to oferee 3) manifest an intent to enter into a contract 4) be definite and certain

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definition of an offer

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indication of willingness to enter into a contract

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communication of an offer

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offeree must have knowledge of the offer and the offer must be made by the oferror or her authorized agent to the oferee

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intent of an offer

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determined by an objective standard of what a reasonable offerree would have believed

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definiteness of an offer

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offer's terms must be clear enough to provide a court with a basis for giving an appropriate remedy

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Lapse of Time

Back 36

offer remains open for the time period specified or if no time was specified, for a reasonable amount of time

Front 37

revocation

Back 37

an offer may be terminated at any time before it is accepted (subject to option contracts, firm offer, statutory irrevocability, irrevocable offer of unilateral contracts, promissory estoppel)

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option contracts

Back 38

contracts that binds offeror to keep an offer open for specified time

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firm offer

Back 39

a merchat's irrevocable offer to sell or buy goods in a isgned writing that ensures the offer will not be terminated for up to three months

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statutory irrevocability

Back 40

offer made irrevocable by statute

Front 41

irrevocable offer of unilateral contracts

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a unilateral offer may not be revoked for a reasonable time after performance has begun

Front 42

promissory estoppel (revocation)

Back 42

noncrontractual promise that binds the promisor because she should reasonably expect that the promise will induce the promise (offeree) to take action in reliance of it

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Rejection

Back 43

refusal to accept an offer terminates the power of acceptance

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Counteroffer

Back 44

counterproposal to an offer. terminates the previous offer (rejects it), and creates a new offer

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Death or incompetency

Back 45

of either the offeror or offeree terminates the offer

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Destruction of subject matter

Back 46

terminates offer

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Subsequent illegality

Back 47

illegality of offer/subject matter terminates the offer

Front 48

option contracts

Back 48

offer communicated to oferree by offeror and authorized by offeror or authorized agent of offeror

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What forms the contract

Back 49

acceptance sent by oferee

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When is an offer valid?

Back 50

when it is received by offeree

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What is revocation valid?

Back 51

when it is received by offeree

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When is rejection valid?

Back 52

when it is received by offeror

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When is counteroffer valid?

Back 53

when it is received by offeror

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When is acceptance valid?

Back 54

when it is SENT by offerree

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When is acceptance after rejection valid?

Back 55

When recieved by offeror (whichever he recieves first)

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What can terminate an offer?

Back 56

revocation, rejection, counteroffer, death or incompetency, destruction of subject matter, illegality of subject matter

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definition of acceptance of offer

Back 57

positive and unequivocal expression of a willingness to enter into a contract on the terms of the offer

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mirror image rule

Back 58

except at modified by the code, an acceptance cannot deviate from the terms of the offer

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general rule on communication of acceptance

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acceptance is effective upon dispatch unless the offer specifically provides otherwise or the offerree uses an unauthorized means of communication

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silence as acceptance

Back 60

generally does not indicate acceptance of the offer

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effective moment of acceptance

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generally on dispatch

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authorized means

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restatement and the code provide that unless the offer provides otherwise acceptance is authorized to be in any reasonable manner

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stipulated provisions in the offer

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the communication of acceptance must conform to the specifications in the offer

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unauthorized means acceptance

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acceptance effective when received provided that recieved within the specified time for the authorized means to be received

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acceptance following a prior rejection

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first communication received by the offeror is effective

Front 66

defective acceptance

Back 66

does not create a contract but serves as new offer