Contracts 1 Day Mbe

Front 1

Offer

Back 1

Objective manifestation by the offeror of a willingness to enter into a bargain creating the power of acceptance in the offeree

Front 2

Acceptance

Back 2

an objective manifestation by the offeree to be bound by the terms of the offer
* Offeree must have actual knowledge of offeror's terms

Front 3

Termination of an Offer

Back 3

Offer can be terminated by:
Death of the offeror
Revocation
Rejection
Counter Offer
Lapse of Time

Front 4

Face to Face Conversation Offer and Acceptance

Back 4

If offer is not accepted, then it lapses at the end of the conversation

Front 5

Revocation Effective Date

Back 5

Upon communication to the Offeree

Front 6

Options of the Offeree

Back 6

Accept
Reject
Counteroffer
Inquiry

Front 7

Counteroffer vs. Inquiry

Back 7

Inquiry does not cut off the power of rejection (look for wishy-washy, whiny language about getting a better deal).
Counter-offer is a clear rejection and re-offer.

Front 8

UCC- Non-Conforming Goods

Back 8

If non-conforming goods are shipped, the shipment serves as an acceptance, and at the same time a breach

Front 9

Unilateral contract

Back 9

Offeror makes an offer that calls for perofrmance
(looking for an action)
Like finding a lost kitty for a reward

Front 10

Bilateral contract

Back 10

Offeror and offeree exchange mutual promises (Look for a promise)

Front 11

Unilateral contract revocation

Back 11

Once the offeree starts to perform, the offer becomes irrevocable

Front 12

UCC Firm Offer Rule

Back 12

A signed writing by a merchant which by its terms gives assurancs that it will be held open is not revocable for lack of consideration for the stated period of time, not to exceed three months.

Front 13

So What if You Don't have a UCC Firm Offer Rule

Back 13

You can still sell it even if you say you wont - unless there is an OPTION CONTRACT by offering consideration

Front 14

Notice of Acceptance

Back 14

If offeror says he needs notice, then the mailbox rule doesn't apply

Front 15

Consideration

Back 15

Bargained for legal detriment
Is the promisee incurring a legal detriment?

Front 16

Gift promises

Back 16

Are still valid if there is justifiable reliance

Front 17

Modification

Back 17

A modification is a subsequent agreement that alters or changes the parties' duties and obligations under the terms of the original contract

Front 18

Modification under the UCC

Back 18

Modification must be in good faith. No consideration required.

Front 19

Modification under common law

Back 19

Pre-existing duty rule = new consideration is required to modify

Front 20

Mutual Mistake

Back 20

Both parties are mistaken as to a material element that goes to the heart or essence of the bargain
Remedy: recision

Front 21

Unilateral Mistake

Back 21

Contract enforceable against the mistaken party unless the non-mistaken party knew or should have known of the other's mistake.

Front 22

Assignment and Delegation

Back 22

All contracts are assignable except long term requirement contracts and personal service contracts.

Front 23

Gratuitous Assignments or for Value Assignments

Back 23

If for value = irrevocable
If gratuitous = revocable

Front 24

Non-Assignment Clauses

Back 24

Does not prevent assignment. May be a breach, but the damages will be nominal.

Front 25

F.O.B
(Who bears the risk of loss?)

Back 25

Free On Board - Destination to where risk of loss passes. If FOB seller's place of business, you just have to put on common carrier. Buyer bears risk of loss.

Front 26

UCC Gap Fillers

Back 26

If price term is left out = reasonable price based on market value
If risk of loss = FOB seller
Will not fill in quantity

Front 27

Implied in Fact Contract

Back 27

Defined by the conduct of the party

Front 28

Remedies

Back 28

Law: Money Damages
Equity: Injunction
Specific Performance
Recission
Reformation
Quiet title actions
Partition proceedings

Front 29

Condition Precedent

Back 29

Rule: A condition precedent is an acto ro an event other than the lapse of time that must occur first before a party is under a duty to perform

Front 30

Contracts with Minors

Back 30

Voidable at the minor's options.
HEAVILY TESTED EXCEPTION: Unless it is a necessary.

Front 31

Gratuitous Assignments or for Value Assignments

Back 31

If for value = irrevocable
If gratuitous = revocable

Front 32

Non-Assignment Clauses

Back 32

Does not prevent assignment. May be a breach, but the damages will be nominal.

Front 33

F.O.B
(Who bears the risk of loss?)

Back 33

Free On Board - Destination to where risk of loss passes. If FOB seller's place of business, you just have to put on common carrier. Buyer bears risk of loss.

Front 34

UCC Gap Fillers

Back 34

If price term is left out = reasonable price based on market value
If risk of loss = FOB seller
Will not fill in quantity

Front 35

Implied in Fact Contract

Back 35

Defined by the conduct of the party

Front 36

Remedies

Back 36

Law: Money Damages
Equity: Injunction
Specific Performance
Recission
Reformation
Quiet title actions
Partition proceedings

Front 37

Condition Precedent

Back 37

Rule: A condition precedent is an acto ro an event other than the lapse of time that must occur first before a party is under a duty to perform

Front 38

Contracts with Minors

Back 38

Voidable at the minor's options.
HEAVILY TESTED EXCEPTION: Unless it is a necessary.

Front 39

Statute of Frauds - must be in writing

Back 39

Marriage
Year (Ks performed in less
than 1 year)
Land
Executor
Guarantee
Sale of Goods (less than 500K)

Front 40

SOF exception - Land contracts

Back 40

Oral land sale contract is valid if:
1. Buyer has paid part of the purchase price
2. Buyer has taken possession

Front 41

SOF exception - Guarantees
Main Purpose Rule

Back 41

An oral promise to answer for the debt of another is enforceable if the promisor's main purpose is to further his own economic advantage.

Front 42

SOF- Debts barred by SOL

Back 42

A subsequent written promise to pay a debt barred by the statute of limitations is enforceable without new consideration and is binding to the extent of the promise

Front 43

Parol Evidence Rule

Back 43

Once the parties have reduced their agreement to a writing, evidence of any prior oral or written or contemporaneous oral agreement is inadmissible to alter, vary, or contradict the terms of the writing.

Front 44

Parol Evidence Rule Exceptions

Back 44

Fraud
Mistake
Illegality
Duress
Partial Integration
Conditions Precedent

Front 45

Requirement Contracts: Good Faith Reductions

Back 45

Buyers are required to accet and pay for actual monthly requirements as long as they are not unreasonably disproportionate to the buyer's prior requirements.

Front 46

Cover by Buyer

Back 46

After covering, aggrieved buyer may recover the price to cover - contract price + incidental and consequential damages

Front 47

Impracticability

Back 47

Delay in delivery or non-delivery by a seller is not a breach if the seller's performance is made impracticable by a contingency whose non-occurrence was a basic assumption on which the contract was made

Front 48

Impossibility

Back 48

Subjective impossibility: impossibiliy will not excuse duties of performance under a contract
Objective impossibility: willl excuse duties of performance under a contract

Front 49

Third Party Beneficiaries

Back 49

* Identify the 3rd party beneficary contract
* Intent to Benefit Test
- Is the third party incidental? Then no rights
- Is the 3rd party the intended beneficiary? - go to step 3
* Has the third party vested?
- Have they learned of the contract and assented to it? OR
- they change positions in reliance on the contract

Front 50

Non-Conforming Goods (UCC)

Back 50

Buyer has three options
1. He can accept the whole shipment
2. He can reject the whole shipment.
3. He can accept part and reject part.

But you have to inspect and notify within a reasonable amount of time.

Front 51

Right to Adequate Assurances

Back 51

* When reasonable grounds for insecurity arise, one party may demand in writing adequate assurances from the other that the performance will occur
* Assurances must be provided within a reasonable time (no more than 30 days)
* Failure to provide assurances is a repudiation of the contract