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20 Cards in this Set

  • Front
  • Back
What is a contract?
A set of promises, for breach of which the law gives a remedy, or the performance of which the law recognizes as a duty
What is a bilateral contract?
A bilateral contract requires an exchange of promises
What is a unilateral contract?
A unilateral contract requires the exchange of an act for a promise. Unilateral contracts are limited in 2 circumstances:

1. where offeror indicates performance is the ONLY manner of acceptance

2. an offer to the public clearly contemplating acceptance by performance.
What is the differencve between contracts that are VOID, VOIDABLE and UNENFORCEABLE?
A VOID contract is one WITHOUT ANY LEGAL EFFECT from the beginning

A VOIDABLE contract is one that either party may ELECT TO AVOID OR RATIFY

An UNENFORCEABLE CONTRACT is one otherwise valid but for nwhich some DEFENSE exists extraneous to formation
What three elements are requires to create a contract?
1. mutual assent i.e. OFFER and ACCEPTANCE

2. CONSIDERATION or a substitute

What is a valid offer?
An offer creates the power of acceptance in the offeree?

To be valid an offer must (1) express a promise, undertaking, or commiment to enter into a K
(2) DEFINITE AND CERTAIN in its terms
(3) COMMUNICATED to the offeree
What are the factors considered to determine whether there is a promise?
1. language used
2. surrounding dcircumstances
3. prior relationship
4. method of communication
5. custom in the industry
6. degree of definiteness and certainty
What terms must be sufficiently definite in a REAL ESTATE TRANSACTION?
real estate transaction require IDENTIFIACTION OF LAND and PRICE terms
What terms must be definite and certain in a contract for the SALE OF GOODS?
In contracts for the sale of goods the

-QUANTITY must be certain or capable fo being made certain ("requirements" and "output" offers are generally sufficient, as a good faith intendment is usually read into the contract. The subject matter is also sufficiently identified if the offer specifies a reasonable range of choices.)
What terms must be definite and certain in an EMPLOYMENT CONTRACT?
In an employment contract the DURATION OF EMPLOYMENT must be specified.
How does the offeror terminate the offer?
1. he directly communicates the revocation to the offeree

2. he acts inconsistently with continued willingness to maintain the offer and the offeree receives correct information of this froma reliable source

3. offers made by publication may be terminated only by use of comparable means of publication
When is the offeror's power to revoke limited?
1. option contract supported by consideration

2. firm offer under the UCC (signed writing by a merchant promising to hold the offer open for some period of time)

3. offeree detrimentally relied on the offer AND the offeror could reasonably have expected such reliance

4. unilateral contract and the offeree statred performance
How may an offer be terrminated by the offeree?
1. expressly

2. making a counteroffer

3. lapse of time
When is rejection effective?
When it is received.
What events terminate an offer by operation of law?
1. death or insanity of either party (unless option K supported by coinsideration) death need not be communicated to other party

2. destruction of the subject matter

3. supervening illegality
What is the rule with respect to additional or different terms in an acceptance under the common law?
Mirror Image Rule: Acceptance must mirror offer.
What is the rule with respect to additional or different terms in an acceptance under Article 2?
Under Article 2, acceptance need not mirror the offer (there is no mirror image rule).

Additional terms do not prevent agreement.
Will the offeree's additional terms be a part of the contract that is formed under Article 2?
Usually not. The offeree's additional terms become a part off the contract ONLY IF:
1) Both parties are merchants;
2) The term is NOT a material change; AND
3) The offeror does not object within a reasonable time.
Where both parties are merchants and the offeree adds a term disclaiming all warranties, will the term be included in the K?
No. The disclaimer is a material change.
A MATERIAL CHANGE is that is likely to cause hardship or surprise for the offeror
what ways may an offer be accepted?
1) An offer can (but usually does not) control the manner of acceptance;
2) Start of performance may act as acceptance;
3) Improper performance may act as acceptance;
4) Silence generally may not act as acceptance.