Contract 2

Front 1

in mbe, is promise to pay consideration?

Back 1

P’s promise would still not be enforceable = no consideration

Front 2

in ny,when is past consideration binding?

Back 2

o the promise is in writing,
o the past consideration is expressly stated,
o the consideration can be proven, and
o the writing is signed by the promisor.

Front 3

if promise to pay debt barred by s/l, if you later write it, would it be enforceable?

Back 3

yes

Front 4

you owe Visa $2500 but Visa’s claim against u is barred by S/L. You write Visa telling them that you will pay $2000.Is your promise to pay enforceable?

Back 4

YES! Not b/c of consideration, but b/c of the writing. In this case and THIS CASE ONLY, the writing serves as a substitute for consideration in both NY and MBE

Front 5

does adequacy of consideration relevant?

Back 5

no,• Can be a stupid bargain but as long as there is a bargain, it’s enforceable

Front 6

do you need consideration to modify k?

Back 6

yes

Front 7

if there is New or different consideration, do you need new consideration to modify k?

Back 7

no

Front 8

if The promise is to ratify a voidable obligation, do you need new consideration to modify k?

Back 8

no

Front 9

if Unforeseen difficulty so severe as to excuse performance, do you need new consideration to modify k?

Back 9

no

Front 10

if The pre-existing duty is owed to a third party rather than the promisor, do you need new consideration to modify k?

Back 10

no

Front 11

if There is an honest dispute as to the duty, do you need new consideration to modify k?

Back 11

no

Front 12

If no consideration, but O’s promise to A is in writing? do you need consideration?in mbe? ny?

Back 12

• MBE: no consideration
• NY: existence of writing eliminates the need for consideration

Front 13

does ucc2 have a pre-existing legal duty?

Back 13

no.Good faith is the test for changes in an existing sale of goods contract.

Front 14

is Partial payment of debt that is due & undisputed consideration for the other party's promise to forgive the debt?

Back 14

no

Front 15

if partial payment of debt is due and undisputed, the other party's promise to forgive debt is in writing, is it consideration?

Back 15

• MBE: No consideration → not enforceable
• NY Distinction: writing eliminates the need for consideration

Front 16

if debt is in dispute, is there a consideration? does the release enforceable?

Back 16

• BUT if debt is in dispute: there is consideration and the release is enforceable

Front 17

what' Promissory estoppel?

Back 17

a substitute for consideration.

Front 18

what are the elements for promissory estoppel?

Back 18

• Promise;
• Reliance that is reasonable, detrimental and foreseeable;
• Enforcement necessary to avoid injustice

Front 19

L promises to renew lease, T repaints house, but L doesn’t renew lease. what's t's claim?

Back 19

T must have claim in promissory estoppel if T detrimentally relied and the reliance was foreseeable

Front 20

when facing promissory estoppel, what to see?

Back 20

ALWAYS CHECK IF THERE IS VALID CONTRACT FIRST AND THEN LOOK AT IF PROMISSORY ESTOPPEL WORKS.

Front 21

what are the points for consider consideration?

Back 21

o Past consideration
o Partial payment
o Promissory estoppel

Front 22

Subject matter of K is illegal ,then is it unenforceable?

Back 22

no.If the subject matter is legal but the purpose is illegal, the agreement is enforceable only by the person who did not know of the illegal purpose.

Front 23

what are some concerns for public policy?

Back 23

o Covenant not to compete
o Exculpatory clause

Front 24

in covenant not to compete, what to look for?

Back 24

(i) the services must be unique; (ii) reasonably necessary to protect the business needs of the employer and reasonable as to both duration and geographical scope; (iii) no unreasonable burden on the parties; (iv) nor harmful to general welfar

Front 25

what's the scope of covenant not to compete?

Back 25

must be reasonable in terms of time limitation and geographic limitation as well as business need for the protection,need for covenant,only applies in employment K

Front 26

covenant not to work at another restaurant in NYC for 90 days after leaving Tavern on the Green, is this reasonable?

Back 26

might be reasonable to enforce on a chef but not on a busboy.

Front 27

what's Exculpatory clause?

Back 27

(a clause eliminating K liability)

Front 28

can you contract away liability for negligence?

Back 28

yes. But can’t K away liability for intentional torts or gross negligence.

Front 29

what's unconscionability?

Back 29

look for oppressive terms or unfair surprise at the time of agreement

Front 30

where to look at for unconscionability?

Back 30

o look for substantive unconscionability: terms of K are themselves unfair
o procedural unconscionability: fine print, legalese, unequal bargaining power

Front 31

if you find unconscionability,what do you need spot?

Back 31

you need to spot other bigger issues as the examiners will not test only on the unconscionability thing

Front 32

what 's the effect of ambiguity in words of agreement?

Back 32

no contract.

Front 33

• Parties use a material term that is open to at least two reasonable interpretation,
• Each party attaches different meanings to the term, and
• Nether party knows or has reason to know the term is open to at least two reasonable interpretations. what's the result?

Back 33

there is no contract

Front 34

• Parties use a material term that is open to at least two reasonable interpretation,
• Each party attaches different meanings to the term, and
• Nether party knows or has reason to know the term is open to at least two reasonable interpretations. If one party knows that the parties are attaching different meanings to the same term, what's the result?

Back 34

the K is construed under the terms understood by the other part.

Front 35

what need to be in writing?

Back 35

MY LEGS.
marriage, year, land, executor, goods, surety

Front 36

what need to be in writing?

Back 36

1)transfer of an interest in real estate of more than 1 year’s duration
2) Service K incapable of being fully performed within 1 yr from the date of the agreement
3) Sale of goods for $500 or more
4)Promise to “answer for” the debt of another (limited to guarantees) – surety
5) Promise by an estate executor or administrator to use her own funds to pay estate expenses
6) Promise in consideration of marriage

Front 37

does lease an apartment for 1 year within the statute of fraud?

Back 37

no

Front 38

does sale of real estate under the statute of fraud?

Back 38

yes

Front 39

does sale of easement for more than 1 year under the statute of fraud?

Back 39

yes

Front 40

for service k incapable of being fully performed within 1 yr from the date of the agreement, does it need to be actually perform?

Back 40

no.look at K itself to see what might have happened under K, ignore what actually happens

Front 41

if you are given a specific task, is there s/f?

Back 41

theoretically any task can be performed within 1 yr, thus no S/F.

Front 42

does oral agreement of employment for life need s/f?

Back 42

in mbe, No S/F. Lifetime Ks don’t have to be in writing → have possibility of dying within a year
NY Distinction: Yes S/F. Person has possibility of living for more than 1 yr.

Front 43

for oral agreement of employment for 3 yr, do it need to be s/f?

Back 43

• Yes, specific time period of more than 1 yr → within S/F

Front 44

what's the effect of employment contract violating s/f?

Back 44

will be treated as employment at will and each party may terminate at his will.

Front 45

when does employment k start to run?

Back 45

Clock starts running at the time A is made not when performance is suppose to begin.
Oral agreement to employ B for 1 yr starting next Monday → S/F. (1yr + a few days)

Front 46

how much does sale of goods need to be satisfy s/f?

Back 46

Sale of goods for $500 or more.

Front 47

in ny, for Lease of goods, how much does it be to satisfy the s/f?

Back 47

where lease payment total $1,000 or more

Front 48

Dell Leasing Co. alleges that Rogers orally agreed to lease a computer for 1 yr for $300/mo, is it under the s/f?

Back 48

yes, because you add up the total.

Front 49

does promise to "anser for" the debt of another need to be within s/f?

Back 49

yes

Front 50

what's guarantee?

Back 50

(secondary liability) means: Guarantor orally agreed to pay $1,000 “if debtor did not pay”

Front 51

what's the exception for guarantee?

Back 51

Main purpose exception: if you are told the purpose of the guarantee is to benefit the guarantor,then not within S/F.

Front 52

does Promise by an estate executor or administrator to use her own funds to pay estate expenses need to be in writing?

Back 52

yes

Front 53

does promise in consideration of marriage need to be in writing?

Back 53

yes,any consideration that is associated with marriage, or staying in the marriage

Front 54

does a promise to marry fall under s/f?

Back 54

yes

Front 55

does promise to pay discharged debt need to be in writing in ny?

Back 55

yes

Front 56

does assignment of insurance policy or promise to name beneficiary of such a policy need to be in writing in ny?

Back 56

yes

Front 57

does contracts to pay commission or finder's fee need to be in writing?

Back 57

yes, unless attorney, auctoneer or licensed real estate broker is involved.

Front 58

what's equal dignities rule? in ny?

Back 58

in agent/principal relationship, if dealing with “interest in land,” agent must be authorized in writing or principal must ratify.

Front 59

how to Apply of S/F to contract modification?

Back 59

whether K as modified falls within the S/F

Front 60

K as modified involves a 3-year lease, is it under the s/f?

Back 60

yes

Front 61

K was for longer than 1 yr lease, but modified to 9mo lease, is it under s/f?

Back 61

no

Front 62

K as modified involves a sale of goods < $500, is it within s/f?

Back 62

no

Front 63

If K provides that all modifications must be in writing and modification was made orally，is this clause enforceable?

Back 63

• Under CL: a clause requiring written modification is not enforceable

Front 64

If K provides that all modifications must be in writing and modification was made orally，is this clause enforceable?in common law?under article 2?

Back 64

• Under CL: a clause requiring written modification is not enforceable
• Under Art 2: this clause is enforceable; oral modification would not be effective.

Front 65

for Sale of goods for $500 or more , what does it need to include?

Back 65

): writing must contain quantity term & be signed by the party asserting the S/F defense (D)

• no need to include price
• doesn’t matter if P signed it.

Front 66

what 's the exception allowing p to sign to satisfy s/f?

Back 66

1) both parties must be merchants;
2) writing must confirm a prior agreement & contain a quantity term
3) must be no response within 10 days

Front 67

what's the requirement for Lease of goods?

Back 67

writing must state that it is a lease, the number of items being leased, the length of the lease, the rental payments and signed by D.

Front 68

what about all other contract requirement for satisfy the statute of fraud?

Back 68

writing must contain all material terms (WHO & WHAT) & be signed by party asserting S/F defense (D)

Front 69

Crain law firm signs the following letter “We agree to employ Jimmy as a lawyer for 3 yr at a salary of $600k a year.” A month later, the firm terminates Jimmy’s employment w/o cause. Jimmy sues the firm for breach of K. does statue of fraud satisfied?

Back 69

Writing satisfies S/F: has material terms: 1) who: jimmy and law firm; 2) what: hired for 3 yr at $600k/yr and 3) singed by the law firm.

Front 70

: Crain law firm signs the following letter “We agree to employ Jimmy as a lawyer for 3 yr at a salary of $600k a year.” A month later, the firm terminates Jimmy’s employment w/o cause,• However, if jimmy quits and firm sues jimmy, Jimmy would have a S/F defense ?

Back 70

yes. because s/f didn't sign it.

Front 71

how to satisfy s/f without a writing?

Back 71

Full performance of service contract will satisfy the S/F w/o writing
Part performance in Ks for the transfer of an interest in real estate
Sale of goods

Front 72

does part performance satisfy the statute of fraud?

Back 72

no.but keep in mind that performing party may still sue and recover in quasi K for reasonable value of services rendered

Front 73

what does part performance is ks for the transfer of an interest in real estate valid without statute of fraud?

Back 73

requires 2 our of 3 things:
1. partial payment
2. buyer’s substantial improvement of real estate
3. buyer’s possession of real estate [remember: payment alone, even full payment does not satisfy this exception]

Front 74

in ny, what does part performance also satisfy statute of fraud in ny?

Back 74

part performance exception also applies to a lease agreement.

Front 75

what's sale of goods satisfying the s/f without a writing?

Back 75

part performance (for goods already delivered by S or paid for by B) satisfies S/F
• Judicial admission in a pleading, in testimony or in response to discovery
• custom-made goods not suitable for sale to others
• Merchant’s confirmatory memo

Front 76

if s already delivered the goods, does b still have s/f claim?

Back 76

no

Front 77

if S sends $600 worth of goods and B pays, but S is still missing $500 worth of goods. S doesn’t deliver anymore. B sues. can s raise s/f defense on the non-delivered materials?if b had paid all the goods, does s has the defense?

Back 77

yes.no

Front 78

if A is under S/F, does agent need written evidence to sign the underlying a?

Back 78

yes

Front 79

• if A doesn’t fall under S/F, does the agent 's authority need to be in writing?

Back 79

no