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44 Cards in this Set

  • Front
  • Back
Can you use the mailbox rule to meet an option deadline?
Can’t use the mailbox rule to meet an option deadline.
Is there a contact when seller sends the wrong goods? general rule is that is a contract.
When seller sends the wrong goods – general rule is that is a contract.
B orders 100 red widgets. S Sends 100 blue widgets. Is there a contract? Is there a breach?
Yes. Yes.
Accommodation exception – seller sent wrong goods with an explanation - Is there a contract? Is there a breach?
No there is not a contract. No there is not a breach of contract.
Offer can determine the way of acceptance
Offer can only be accepted only by (1) someone who knows about the offer at the time she accepts (2) who is a person to whom it was made.
Offers can’t be assigned;
Options can be assigned unless the option otherwise provides.
Adequacy of consideration - how much is enough?
mere peppercorn is enough.
Past consideration – general rule?
not consideration.
Preexisting contractual or statutory duty rule
doing what you are already legally obligated to do is not consideration.
New consideration is required for contract modification.
If already supposed to do it, you have not incurred a new detriment. If any addition or change in performance it is new consideration. Unforeseen difficulty is too.
Contract modification - what do you need?
"If it is common law – you need new consideration for any contract modification.
Part payment as consideration for release, i.e. promise to forgive balance of debt
key is whether debt is due and undisputed. If debt is due and undisputed, then part payment is not consideration for release.
There is no new detriment if you settle debt for less so therefore there is no consideration.
Early payment is new consideration.
Consideration Substitutes
A written promise to satisfy an obligation for which there is a legal defense is enforceable without consideration.
Promissory Estoppel - Elements.
1) Promise 2) Reliance that is reasonable, detrimental, and foreseeable, 3) enforcement necessary to avoid injustice.
Defendant promisor’s lack of capacity
1. Infant (under 18); 2. Mental incompetents (lacks ability to understand agreement; 3. Intoxicated persons (if other party has reason to know).
Age of plaintiff is not important – the person lacking capacity can disaffirm.
Implied affirmation by retaining benefits after gaining capacity (ratification) – by keeping benefits is like affirming it.
If a person lacks capacity – she never has
has contract liability even for necessaries.
Statute of Frauds
a statute of frauds is a statute designed to prevent fraudulent claims of the existence of a contract. Proof required is either (1) performance (2) or a writing signed by the person who is asserting that there was no such agreement.
Must meet requirements of statute if within the statute. Say oh shit.
Contracts within the statute of frauds
Promises to answer for the debts of another. “if P did not pay” – brings it into the statute of frauds. If the “main purpose” of the obligation allegedly guaranteed was to benefit the guarantor, then not in the statute of frauds. Never be answer for the debts of another.
Service contract not “capable” of being performed within a year from the time of the contract. i.e. more than one year.
Task – nothing about time – statute of frauds does not apply. If it is capable of being performed within a year then it does not apply.
Transfers of interest in Real Estate are generally subject to SOF. But, leases for 1 year or less are?
not within the SOF.
3 steps
1. identify the promise breaker, i.e. the person who is not doing what she promised to do. 2. Ask whether that person asked for something in return for her promise (bargained for something)? 3. Look at the person who is trying to enforce the promise and ask what requested legal detriment that person sustained. In sum look for a bargained-for legal detriment.
Where Article 2 of the U.C.C. applies, and where it contains provisions in conflict with the common law of contract,
the U.C.C. is the applicable law.
Manifestation of assent
The first requirement of a contract is that the parties mutually assent to the terms of the agreement. Manifestation of assent is sometimes called a “meeting of the minds,” but it is the objective manifestation of assent that is important. It is immaterial what the parties secretly or subjectively intended.
if A says to B “I will buy your bushel of apples for 10 dollars” and B says to A “OK,” A and B have entered into a contract for a bushel of apples for 10 dollars, even if B did not intend to the sell a bushel of apples for 10 dollars or A did not have any intent to buy a bushel of apples at that price.
Either party may enforce the contract, as long as a reasonable person would conclude from the actions of the other party that the other party manifested an intention to enter into a contract.
Manifestation of assent may be made by?
A manifestation of assent may be made by written or spoken words, by acts, or by a failure to act. For conduct to be effective as a manifestation of assent, the party must (1) intend to engage in the conduct, and (2) know or have reason to know that the other party may infer his consent from his conduct.
§2-204(1);
contract for the sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of a contract.
Offer
An offer is defined as a communication that gives the recipient of the communication the power to conclude a contract by accepting.
The basic test of when a communication amounts to an offer is
whether the recipient could reasonably believe that the one communicating intended to give her the power to conclude a contract.
Whether it is reasonable for the recipient to believe that an offer has been made is
determined from the words and actions of the person making the alleged offer, and the circumstances surrounding the making of the communication.
definiteness of the communication
The more definite the communication is, the more likely it is to be held to be an offer. In other words, where the alleged offer spells out such terms as quantity, quality, price, time of delivery, etc., a court will have less difficulty finding the intent to make an offer.
For a communication to operate as an offer, it must be
sufficiently certain to allow the court to determine when a breach of the promise occurs, and also to permit the court to fashion a remedy for that breach.
If it is impossible to tell from the communication what is being promised,
no contract can result even if the recipient attempts to “accept.”
A communication is an offer for a bilateral contract if
it sets forth a proposed exchange of promises in such a manner that the person to whom it is directed reasonably believes that she can enter into a binding contract by accepting those terms.
Section 2-204(3) of the Uniform Commercial Code specifically permits
the parties to a contract for the sale of goods to postpone agreement on certain terms until sometime after the contract is formed. Thus, the parties can leave “open” terms that have not been agreed upon.
Where one or more terms are left open, then, under the code, a contract is formed if:
(1) the parties intended to make a contract, and
(2) there is a reasonable and certain basis for giving an appropriate remedy.
if there is no price term noted in the contract and the parties have not otherwise agreed to a price, the code states that the price is
a “reasonable price.” U.C.C. §2-305.
Are Inquiries, invitations for offers, and simple statements of intent considered to be offers?
No. Inquiries, invitations for offers, and simple statements of intent are not offers.
Are advertisements in newspapers, on television, or by direct mail are generally considered to constitute offers?
No! They are merely “invitations to make an offer.”
However, an advertisement may be held to be an offer where it is definite, limits quantity, and states something indicating the intent to be an offer. For example, if a store advertised, “One fur coat, $500 value for $1 – one only, first come, first served,” this would be an offer.
A common example of an advertisement that does constitute an offer is a
a promise to pay a reward in the event that something is found or a criminal is captured. These cases are different from the normal commercial advertisement in that only one person (or at least only a very few people) will have the opportunity to accept.
Is the person selling goods at auction bound by the highest bid?
The person selling goods at auction is not bound by the highest bid unless she advertises the auction is “without reserve,” in which case placing the goods at auction is making an offer to the highest bidder.
When a statement that could be construed as an offer is made in anger or in jest, and the person to whom it is made knows this or should have known it, then no offer is made.
For example, where A is unhappy with his car, which is worth $5,000, and says, “I’ll sell this thing to the first person who pays me $100,” if a reasonable person would conclude that he is simply saying this as a joke or because he is angry, there would be no offer.