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197 Cards in this Set
- Front
- Back
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AFTPRET
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1. Applicable Law
2. Formation of Contracts 3. Terms of Contracts 4. Performance 5. Remedies for unexcused nonperformance 6. Excuse of nonperformance 7. Third-Party Problems Armadillos from Texas play rap, eating tacos. |
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Contract
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Legally enforceable agreement
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Quasi-Contract
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1. P has conferred a benefit of D, and
2. P reasonably expected to be paid, and 3. D realized unjust enrichment if P not compensated Recovery-Value of Benefit |
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Unilateral Contracts
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results from an offer that expressly requires performance as the only possible method of acceptance
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Bilateral
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Bilateral Contract unless 1) reward, prize, contest 2) offer expressly requires performance of acceptance
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Applicable Law
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UCC applies to all contracts that are 1) sale, 2) of goods (tangible, personal personal property at the time of sale) all other contracts are governed by common law.
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Mixed Contracts
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all or nothing/ more important part
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Mixed Contract-Exceptions
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if contract divides payment, then apply UCC to sale of goods part and common law to the rest.
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Formation
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In order for a contract to be formed there must be an 1) an offer, 2) an acceptance, and 3) consideration.
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Offer
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An offer includes a manifestation of intention to contract. The basic test is whether a reasonable person in the position of the offeree would believe that his or her assent creates a contract.
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Specific Terms
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Vague or ambiguous material terms not make an offer under either common law or UCC, Terms must be appropriate, fair, reasonable.
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Requirement Contracts
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A contract for the sale of goods can state the quantity of goods to be delivered under the contract in terms of the buyer's requirements or sellers output or in terms of exclusivity (all, only, exclusively, solely).
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Requirement Contracts exceptions
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Increase in requirements. Buyer can increase requirements so long as the increase is in line with prior demands. Not unreasonably disproportionate limitation on increases.
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Advertisements
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Advertisements are not offers. However two exceptions: 1) Reward, and 2) specifies who can accept and quantity available.
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Methods of Terminating an offer
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1) Lapse of Time
2) Death of a party prior to acceptance 3) Words or Conduct of Offeror (Revocation) 4) Rejection |
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Lapse of Time
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1) Time stated
2) unreasonable Lapse of Time |
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Death of Party prior to Acceptance
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General Rule: Death or incapacity of either party after the offer but before acceptance terminates offer.
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Revocation
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A) Unambiguous statement by offeror to offeree of unwillingness or inability to contract; or
B) Unambiguous conduct by offeror indicating an unwillingness or inability to contract that offeree is aware of |
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Revocation becomes effective
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A) revocation of an offer sent through the mail is not effective until received.
B) An offer cannot be revoked after it has been accepted. |
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Irrevocable Offers
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Generally offers can be revoked by the offeror. There are four different situations in which an offer cannot be revoked (irrevocable): 1) option, 2) Firm offers under the UCC, 3) Detrimental reliance, 4) Unilateral Contracts
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Option
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An offer cannot be revoked if the offeror has not only made an offer but also 1) promised to not revoke and 2) this promise is supported by consideration
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UCC Firm Offer Rule
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An offer cannot be revoked for up to three months if 1) offer to buy or sell goods, 2) signed, written promise to keep the offer open, and 3) party is a merchant.
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Merchant
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Generally a person in business
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Detrimental Reliance
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An offer cannot be revoked if there has been 1) reliance that is 2) reasonably foreseeable and 3) detrimental
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Unilateral Contracts
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The start of performance pursuant to an offer to enter into a unilateral contract makes that offer irrevocable for a reasonable time to complete 1) unilateral/performance and 2) unilateral/mere preparation.
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Rejection
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1. Counteroffer
2. Conditional acceptance 3. Additional Terms |
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Counteroffer
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Counteroffer always terminates the offer and becomes a new offer.
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Conditional Acceptance
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Always operates the same way as a counter offer: it terminates the offer and becomes a new offer. Look for a response to an offer with the word "accept" followed by one of these words of phrases: if, only if, provided, so long as, but or on condition that.
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Mirror Image Rule--Common Law
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Under common law, a response to an offer that adds new terms is treated like a counteroffer rather than acceptance.
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Mirror Image Rule-UCC
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Under the UCC, a response to an offer that addes new terms, is generally treated as an acceptance--is generlly a seasonable expression of acceptance. Whetherthe parties are merchants is irrevelant in answering the first question of whether there is a seasonable expression of acceptance.
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Knock out rule--UCC
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if at least one is not a merchant, the additional terms is merel a proposal that is to be separetely accepted or rejected. If however, both parties are merchants, the General rule is that the additional term is a part of the contract. There are two important bar exam exceptions to this rule 1) the additional term is not a part of the contract if it materially changes the offer or 2) the additional term is not a part of the contract if the offeror objects to he change.
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Conditional Acceptance-Common Law
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The conditional acceptance is treated as a counter offer and the later conduct is treated as acceptance of that counter offer. Thus, all the terms of the conditional acceptance are part of the contract.
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Conditional Acceptance-UCC
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Under UCC, the contract is based solely on the conduct. The conditional acceptance is not treated as a counter offer, is not a part of the contract. Thus the terms appearing only in the conditional acceptance are not part of the contract.
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Performance as Acceptance
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Full performance is always acceptance.
What offer requires and whether offeree has reason to believe that offeor will not learn of the acceptance |
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Start of Performance
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Start of performance is acceptance. Starting to perform is treated as an implied promise to perform and so there is a bilateral contract.
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Start of Performance
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Start of performance is not acceptance of unilateral Contract offers. Completion of performance is required.
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Mailbox rule
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1) all communications other than acceptance are effective only when received
2) acceptance is generally effective when mailed 3) rejection is mailed before an acceptance is mailed, then neither is effective until received 4) cannot use the mailbox rule to meet an option deadline. |
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Seller sends the wrongs goods
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1) Acceptance
2) Breach |
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Seller sends the wrongs goods--Accommodation
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Explanation
1) Counteroffer and 2) No breach |
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Who can accept
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1) A person who knows about the offer
2) Who is the person to whom it was made Offers cannot b assigned; options can be assigned unless the option otherwise provides. |
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Legal Reasons why an agreement is not enforceable
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1. Consideration
2. Capacity 3. Statute of frauds 4. Existing laws that prohibit agreement 5. public policy 6) misprepresentations 7) nondisclosure 8) Duress 9) Unconscionability 10) ambiguity in words of agreement 11) Mistakes at the time of the agreement as to the material facts affecting the agreement. |
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Consideration
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Bargained for exchange of a legal benefit or detriment
1) Performance 2) Forbearance 3) Promise to Perform 4) Promise to forbear |
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Promise as consideration
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Promise for Promise is consideration
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Illusory Promise
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Not Consideration
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Adequacy of consideration
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Not relevant in contract law
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Past Consideration
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Not Consideration
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Past Consideration-Exception
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expressly requested by promisor and expectation of payment by promisee.
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Preexisting Contractual or statutory rule--Common law
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Doing what you are already legally obligated to do is not new consideration for a new promise to pay you more to do merely that. Under common law new consideration is required for contract modification.
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Preexisting Contractual or statutory-Common Law-Exceptions
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1) addition to or change in performance
2) unforeseen difficulty to severe as to excuse performance. 3) Third party promises to pay |
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Preexisting Contractual or statutory-UCC
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New consideration is not required to modify sale of goods contract. Good faith is the test for changes in an existing sale of goods contract.
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Part Payment as consideration for release
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If debt is due and undisputed, the part payment is not consideration for release.
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Consideration Substitutes
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A written promise to satisfy an obligation for which there is a legal defense is enforceable without consideration.
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Promissory Estoppel
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1) Promise
2) Reliance that is reasonable, detrimental, and foreseeable 3) enforcement is necessary to avoid injustice |
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Defendant Promissor's Capacity
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1) infant-under 18
2) mental incompetents-lacks ability to understand agreement 3) intoxicated persons if other party has reason to know of intoxication |
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Consequences of incapacity
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1) Right to disaffirm by person without capacity
2) implied affirmation by retaining benefits after gaining capacity 3) Quasi-Contract liability for necessaries--A person who does not have capacity is legally obligated to pay for things that are necessary such as food, clothing, medical care or shelter but that liability is based on quasi-contract law, not contract law. |
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Statute of Frauds
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1) Writing
2) signed 3) by the person to who is asserting that there was no such agreement |
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Mylegs
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Marriage
Year-Cannot be performed Land Executory Agreements Goods above 500 Suretyships |
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Suretyships
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Promises to Answer for Guarantee the debts of another.
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Executor
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promises by executor to "answer for personally" the debts of the decedent
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Marriage
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Not merely a promise to marry about rather a promise to do something or refrain from doing something if we marry.
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Statute of Frauds--One Year
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Service contract not "capable" of being performed within a year from the time of the contract
a) specific time period, more than year b) specific time, more than a year from date of contract c) task (no time) does not apply d) for life s/f does not apply |
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Main Purpose exception-to suretyships
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If the "main purpose" of the obligation allegedly guaranteed was to benefit the guarantor, then not even guarantee is within the Statute of Frauds
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Statute of Frauds--Real Estate
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Transfers of interest in real estate (with exception for lease of year or less
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Statute of Frauds-Goods
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Sale of goods for more than $500.00
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Statute of Frauds-leases
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1000 or more
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Statute of Frauds--One Year
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Service contract not "capable" of being performed within a year from the time of the contract
a) specific time period, more than year b) specific time, more than a year from date of contract c) task (no time) does not apply d) for life s/f does not apply |
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Main Purpose exception-to suretyships
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If the "main purpose" of the obligation allegedly guaranteed was to benefit the guarantor, then not even guarantee is within the Statute of Frauds
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Statute of Frauds--Real Estate
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Transfers of interest in real estate (with exception for lease of year or less
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Statute of Frauds-Goods
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Sale of goods for more than $500.00
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Delivery-wise, what kind of contracts are most contracts?
Which 2 separate elements in the K mean Destination K? |
Most Ks are shipment contracts.
Contracts with the provision Ex-Ship, or with the provision FOB followed by a city other than where the Seller and/or the goods are located (e.g., FOB Buyer’s place of business) are destination Ks. All others are shipment Ks. |
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Statute of Frauds-Satisfaction
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If statute of frauds is applicable, then requirements of the Statute of Frauds must be met in order for the agreement to enforceable. No defense. No contract liability
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Statute of Frauds-Performance
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The rules for staisfaction of the Statute of Frauds by performance vary depending on whether the contract is a services contract, a sale of good contract, or a real estate transfer.
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Statute of Frauds-Performance
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Full performance by either party satisfies the Statute of Frauds
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Statute of Frauds-part Performances
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Part Performance of services contract does not satisfy the Statute of Frauds
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Statute of Frauds-Part Performance of Sale of Goods Contracts--Ordinary Goods
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Part performance of a contract for the sale of goods satisfies the Statue of Frauds but only to the extent of the part performance. More specifically, look to see if question is about.
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Statute of Frauds--Part Performance-Specially Manufactured goods
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If the contract is for the sale of goods that are to be specially manufactured, then the Statu of frauds is satisfied as soon as the seller makes a substntial beginning which means that the seller has done enough work that it is clear that what she is working on is specially manufactured, custom made or made to order
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Statute of Frauds-Real Estate Transfers-Part Performance
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Part performance can satisfy the statute of frauds for real estate transfer. Part performance requires that the buyer have done any two following 1) payments, 2) improvements, 3) possession.
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Statute of Frauds--Writing
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The requirement of that Statute of Frauds can also be satisfied by a writing.
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Statute of Frauds--Writing--Statutes of fraud other than the UCC
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All material terms test.
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Statute of Frauds Writing
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signed by the person saying that there is such agreement
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Article 2 Statute of Frauds--
Writing |
1) contract for the sale of goods
2) quantity term |
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Article 2 Statute of Frauds-writings--Exception
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1) both parties
2) the person who receives a signed writing with a quantity term that claims there is a contract 3) fails to respond within ten days of receipt |
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Statute of Frauds--Leases-exception
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1) indicate that it is a lease,
2) describes what is being leased 3) state the duration of the lease |
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Judicial Admission
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Statement in Pleading, testimony in court, in response to discovery to the admission of a contract
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Enforcement of Agreement
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Authorization to enter into contract for someone else. issue is when do Rules of Law Require that a person have written authorization in order to execute a contract for someone else. rules of law require that the authorization must be in writing only if the contract to be signed is within the Statue of Frauds.
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Modification of the agreement statute of Frauds-common law
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contract provision requiring that all modifications be in writing are not effective-ignore contract language
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Modification of the Agreement--Statute of Frauds-UCC
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Contract provisions requiring written modifications are effective unless waived.
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Other Reasons for not enforcing an Agreement
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1) Illegality
2) Public Policy 3) Misrepresentation 4) Nondisclosure 5) Duress |
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Illegal Subject Matter/Illegal Purpose
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Not Enforceable if subject matter is illegal.
1) subject matter is legal, but purpose is not 2) enforceable only by the person who did not know of the illegal purpose. |
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Public Policy
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1) exculpatory agreement that contracts away liability intentional or reckless conduct
2) Covenant not to compete without reasonable need, reasonable time, and place limits |
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Misrepresentation
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False Assertion induces the contract. No wrongdoing required for misrepresentations.
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Nondisclosure
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1) Wrongful or intentional
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Duress
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1) improper threat, (bad guy)
2) no reasonable alternative (good guy) |
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Unconscionability
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1) unfair surprise and oppressive terms
2) tested as of the time the agreement made 3) by the court |
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Ambiguity
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1) parties use a material term that is open to at least two reasonable interpretations, and
2) each party attaches different meaning of the term, and 3) neighter party knows or has reason to know the term is open to at least two reasonable interpretations. |
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Mistake of Fact of Material Fact
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Mutual Mistake of Material Fact,
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Unilateral Mistake of Material Fact
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no relief because of mistake of fact palpable mistake
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Parol Evidence
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The essence of the parol evidence rules is the exclusionary effect of the written contract on earlier (or contemporaneous) agreements as a possible source of terms of the contract.
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Integration
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Written agreement that the court finds is the final agreement, triggers the parol evidence rule
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Partial Integration
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Written and final, but not complete
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Merger
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Contract clause such s "This is the complete and final agreement"--Persuasive but not conclusive
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Parol Evidence
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1) Words of party (parties)
2) Before integration, i.e. before the agreement was put in written form 3) Oral or written |
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Reformation
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equitable action to modify he written contract to reflect the actual agreement
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Parole Evidence Triggering Facts
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Written Contract finds is the final agreement; and
Oral statement made at the time the contract was signed or earlier oral or written statements by the parties to the contract |
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Parole Evidence fact Patterns
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1) Contradicting
2) Getting out of a written deal 3) Explaining term in the written deal 4) adding to the written deal |
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Parol Evidence-Contradicting Terms
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Regardless of whether the writing is a complete or partial inegration, the parol evidence rule prevents a court from admitting evidence of earlier agreements for the purpose of contradicting the terms in the written contract. A court may, however, consider evidence of such terms for the limited purpose of determining whether there was a mistake in integration.
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Parol Evidence--Getting out of a deal
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Does not prevent a court from admitting evidence of earlier words of the parties for the limited purpose of determining whether there is a defense to the enforcement of the agreement such as misrepresentation, fraud or duress.
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Parol Evidence--Explain Terms in a written deal
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Does not prevent a court from admitting evidence of earlier agreements to resolve ambiguities in the written contract
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Parol Evidence--Adding to the written deal
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The parol evidence rule prevents a court from admitting evidence of earlier agreements as a source of consistent, additional terms unless the court finds 1) that the written agreement was only a partial integration or 2) that the additional terms would ordinarily be in a separate agreement.
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Statute of Frauds Fact
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Oral
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Parol Evidence
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Written Contract
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Terms of the Contract
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Conduct
1) Course of performance, 2) course of dealing 3) custom and usage to explain words in contracts or to fill gaps in contracts |
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Course of Performance
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Strongest--Same People, Same Contract
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Course of Dealing
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Middle--same people, different but similar contract
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Custom and Usage
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Weakest--different but similar people, different but similar contract
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Default Terms in the UCC--Shipment Contracts
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1) get the goods to a common carrier, and
2) make reasonable arrangements for delivery, and 3) notifies the buyer |
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Default Terms in the UCC--Destination Contracts
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Seller does not complete its delivery until the goods arrive where the buyer is.
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FOB
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FOB followed by city where the seller is or where goods are means shipment contract; FOB followed by any other city means destination contract
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Default Terms--Risk of Loss
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1) After the contract has been formed but before the buyer receives the goods 2) the goods are damaged or destroyed and 3) neither the buyer nor the seller is to blame.
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Default Terms--Risk of Loss
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1) Agreement: An agreement of the parties controls
2) Breaching party is liable for any uninsured loss even though breach is unrelated to problem 3) Delivery by common carrier other than seller: Risk of loss shifts from seller to buyer at the time that the seller completes its delivery 4) Risk of loss shifts from merchant-seller to the buyer on the buyer's receipt of the godds; risk of loss shifts from a non merchant seller when he or she tenders the goods. Tender (making available Where they are, where to get them) |
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Risk of Loss-Lease
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Unallocated risk of loss is on the lessor
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Express Warranty
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state or facts or for use of sample or model.
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Implied Warranty of merchantability
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When any person buys ay goods from any merchant, a term is automatically added to the contract by operation oflaw--that the goods are fit for ordianry purpose for which such goods are used.
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Merchant
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1) Seller deals in goods of that kind
2) goods are fit for ordinary purposes |
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Implied warranty of fitness for a particular purpose
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1) buyer has particular purpose; 2) buyer is relying on seller to select suitable goods;
3) seller has reason to know of purpose and reliance Warranty: Goods fit for a particular purpose. |
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Disclaimer
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express warranties generally cannot be disclaimed
B) Implied warranties implied warranties disclaimed in 1) conspicuous or 2) As is or "with all faults" |
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Limitation of remedies
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does not eliminate warranty, simply limits or sets recovery for any breach of warranty
1) possible to limit remedies even for express warranties 2) general test is unconscionability 3) Prima Facie unconscionable if breach of warranty on consumer goods causes personal injury |
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Perfect Tender
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1) only applies to sales of goods
2) performance must be perfect 3) less than perfect buyer's option of rejection |
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Rejection of the Goods
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1) retain and sue damages or
2) reject "all or any commercial unit" and sue for damages 3) limited by cure, installment contract, and acceptance |
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Cure
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whether the seller has reasonable grounds for believing that the improper tender would be acceptable, perhaps with a money allowance.
1) Prior Deals 2) Time for performance has not yet expired |
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Installment Contracts
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1) Delivery of the goods in separate lots
2) to be separately accepted. 3) Substantial impairment |
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Acceptance of the Goods
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if the buyer accepts the goods, it cannot later reject them
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Effect of payment:
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Payment without opportunity for inspection is not acceptance
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Effect of buyer's keeping goods implied acceptance
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1) complaint
2) when first received |
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Revocation of Acceptance of the goods
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1) nonconformity substntially impairs the value of the goods, and
2) excusable ignorance of grounds for revocation or reasonable reliance on seller's assurance of satisfaction, and 3) revocation within a reasonable time after discover of nonconformity |
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Payment
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1) open price term means reasonable price at time of delivery
2) good faith 3) price payable in goods means that each party is seller of goods it provides |
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Nonmonetary remedies
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1) specific performance/Injunction
2) Reclamation |
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Specific Performance
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only available if money damages are inadequate (real estate, unique goods)
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Specific Performance--Service
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No specific performance for service contracts
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Reclamation
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1) buyer insolvent at the time it received the goods,
2) demands goods within 10 days (timely demand) 3) buyer has goods at time of demand |
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Money Damages--Policy
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Compensate plaintiff, not punish defendant
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Expectation Damages
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Restitution
Incidental |
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Consequential
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Avoidable
Certainty Reliance Liquidated |
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Expectation Damages
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1) Value of performance without breach
2) dollar value of performance with breach 3) subtract 2 from 1. |
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Restitution
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Damages made by breaching parties gain
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Sale of Goods-Damages
Seller breaches, buyer keeps the goods |
1) who breached
2) who has the goods Fair Market Value-fair market value as delivered |
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Expectation Damages
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Substitute performance--i.e. benefit of the bargain
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Reliance Damages
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put the plaintiff in the position she would have been in had the contract never been formed.
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Consequential Damages
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Losses 1) reasonable, 2) Foreseen, and 3) only a buy can recover
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Seller-Breaches, buyer Keeps the goods
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FMV if perfect-FMV as delivered
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Seller Breaches, seller has the goods
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(Market price at time of discovery of the breach--contract price) or replacement price-contract-price
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Buyer Breaches, buyer keeps the goods
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contract price
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Buyer breaches, seller ha the goods
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contract price-market price at time and place of deliver or contract price-resale price
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Incidental
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Costs incurred in finding replacement performance--always recoverable
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Avoidable Damages
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Burden on Defendant
1) avoidance 2) without undue burden 3) must mitigated |
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Damages--Profits--Test
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Only Reasonable Certainty
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Liquidated Damages
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1) damages were difficult to forecast at time contract was made
2) provision is a reasonable forecast Look for a formula |
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Material Breach
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Only a material Breach by one guy excuses the other guy from performing.
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Divisible contract
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There can be a contract law recovery for a substantial performance of a divisible part even though there has been a material breach.
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Express Condition
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mutually agreed upon promise modifier.
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Anticipatory Repudiation
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1) unambiguous statement
2) the repudiating party will not perform 3) made prior to the time tht performance was due |
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Anticipatory Repudiation--Exception
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Anticipatory repudiation can be reverse or retracted so long as there has not been a material change in position by the other party.
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Insecurity
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1) Reasonable grounds for insecurity
2) written demand for adequate assurance 3) commercially reasonable to stop performance |
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Rescission
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Cancellation
The key is whether the performance is still remaining from EACH of the contract parties. |
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Accord
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1) an agreement
2) by the parties 3) to substitute performance in satisfaction |
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Modification
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1) Agreement
2) accept a different agreement 3) existing obligation |
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Novation
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1) Agreement
2) BOTH parties 3) to a new party i.e. same performance, different party |
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Later Unforeseen Event
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1) after contract, but before completion
2) that was unforeseen; 3) performance impossible or commercially practicable or frustrates the purpose 4) Damages or destruction of subject matter of contract after contract |
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Third-Party Beneficiary
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Not a party to the contract. Able to enforce contract others made for benefit
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Promisor
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the person who is making the promise that benefits the third party
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Promisee
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the person who obtains the promise that benefits the third party.
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Intended/incidental
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Only intended beneficiaries have contract law rights. Intent of parties to contract determines whether intended or incidental
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Creditor/donee
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Intended beneficiaries are either donees or creditors. Usually they are donees.
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Vested
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1) third party knows
2) relied or assented |
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Who can sue whom under Third Party
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1) Beneficiary Can Recover from Promisor
2) Promisee Can Recover from Promisor 3) General Rule, Beneficiary cannot recover from Promisee 4) Limited Exception: Creditor Beneficiary can recover from Promisee But only pre-existing debt. |
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Assignment
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1) transfer of rights
2) between two parties |
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Assignor
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Party to the contract who later transfers rights under the contract to another
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Assignee:
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Not a party to the contract. Able to enforce the contract
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Obligor
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Other party to the contract
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Prohibition
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Language of pohibition takes away the right to assign but not the power to assign which means that the assignor is liable for breach of contract but an assignee who does not know of the prohibition can still enforce assignment.
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Invalidation
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Language of invalidation takes away both right to assign and the power to assign so that there is a breach by the assignor and no right in the assignee.
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Common Law-Assignment
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Even if a contract does not in any way limit the right to assign, common law bars an assignment that substantially changes the duties of the obligor.
1) assignment of right to payment (never substantial change) 2) Assignments of right to contract performance other than right to payment (usually substantial change) |
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Requirements for Assignment
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General rule is that consideration is not required but gratuitous assignments can be revoked
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Rights of Assignee
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1) Assignee can recover from the obligor
2) Assignor for consideration cannot recover from obligor 3) Obligor has same defenses against assignee as it would have against assignor 4) Payment by obligor to assignor is effective until obligor knows of assignment. Modifications |
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An Assignment for Value
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1) right assigned actually exists
2) the right assigned is not subject to any defenses by the obligor, and 3) the assignor will do nothing to impair the value of the assignment No warrant on what Obligor will do |
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Multiple Assignments
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Gratuitous assignments
1) Last Assignment generally wins Assignments for Consideration |
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Assignments for Consideration
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First Assignee for consideration wins
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Delegations
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Generally contractual duties are delegable. This limitations on delegation are very limited. Delegations are permitted unless either 1) contract prhobits delegations or prohibits assignments or
2) contracts calls for very special skills OR 3) person to perform contract has a Very Special reputation. |
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Nonperformance by delegatee. What, after delegation, the third party delagatee does not perform?
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1) Delegating party always remains liable
2) Delegatee liable only if she receives consideration from delegating party |
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Tenant Duties
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If lease is silent
1) Pay Rent 2) Not Commit Waste If lease says repair and maintain 1) liable for all damage Exception Tenant can terminate the lease if the premises are destroyed without tenant's fault |
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Landlord Remedies
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1) If T fails to pay rent L can sue both for damages and to throw T off property
2) If T is unjustifiably abandons the leasehold L has two choice A) Treat abandonment as an offer of surrender and accept the offer by retaking the premises; thus ending T's liability as of that date. B) Rerent the premises on T's account and hold T liable for any deficiency. |
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Landlord Duties
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1) To give T possession of the premises when lease begins
2) To deliver residential premises in a habitable condition. If L breaches implied warranty, then T has two options A) Move out and end the lease B) T can stay and sue for Damages 3) Implied covenant of Quiet Enjoyment A) Total Eviction-no obligation to pay B) Partial Eviction-T can stay and not pay rent C) Constructive Eviction (L has to do it, substantial interference, abandonment in reasonable time) |
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Assignment
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When T transfers everything, holding nothing back
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Sublease
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When T transfer's a portion of the lease period, holding some time back.
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Assignments
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--A lease is both a conveyance and a contract, and these are separate and independent grounds of liability
--Liability on the conveyance comes out of the privity of estate. (Only between the present L and the present T) --Liability on the contract comes out of privity of Contract (exists where there is an agreement between the parties, or where assignee "expressly assumes" the obligations under the lease). |
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Covenants
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In addition to rent, other covenants will run with the land if they touch and concern the land. If performance of covenant makes the land more valuable or more useful, then it meets the T & C tests and runs with the land.
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Tenant Sues Landlord
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If L sells to a sucessor landlord, can T sue the original landlord and any successor landlord on the lease
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