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142 Cards in this Set

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FORMATION DETERMINES?
Does a valid contract exits?
What is an Offer
An offer is an outwards manifestation of present contractual intent which is certain and definite in terms communicated to the offeree
What is an offer Offer- Present Intent
preliminary negotiations (inquiry) v. present contractual intent- look to the reasonable person test; look to surrounding circumstances; advertising- majority invitation only; minority- if terms are definite/certain (arguable)
What is an offer Offer- Present Intent
preliminary negotiations (inquiry) v. present contractual intent- look to the reasonable person test; look to surrounding circumstances; advertising- majority invitation only; minority- if terms are definite/certain (arguable)
What is an offer Offer- Present Intent
preliminary negotiations (inquiry) v. present contractual intent- look to the reasonable person test; look to surrounding circumstances; advertising- majority invitation only; minority- if terms are definite/certain (arguable)
What are the Definiteness of Terms
QTIPS = Quality, time of performance; identity of the parties; price; subject matter; (modern law- reasonable terms); Restatement Second- sufficient if term provide basis of determining existence of a breach and for giving appropriate remedy
What are the Definiteness of Terms
QTIPS = Quality, time of performance; identity of the parties; price; subject matter; (modern law- reasonable terms); Restatement Second- sufficient if term provide basis of determining existence of a breach and for giving appropriate remedy
What are the Definiteness of Terms
QTIPS = Quality, time of performance; identity of the parties; price; subject matter; (modern law- reasonable terms); Restatement Second- sufficient if term provide basis of determining existence of a breach and for giving appropriate remedy
How is an offer communicated to the offeree
Offeree must have knowledge/awareness; public offers- offer held suspended until accepted by one with knowledge of offer – COURT will not write a contract
How is an offer communicated to the offeree
Offeree must have knowledge/awareness; public offers- offer held suspended until accepted by one with knowledge of offer – COURT will not write a contract
How is an offer communicated to the offeree
Offeree must have knowledge/awareness; public offers- offer held suspended until accepted by one with knowledge of offer – COURT will not write a contract
Who can termination of a Offer
An offer can be freely terminated by an offeror
Who can termination of a Offer
An offer can be freely terminated by an offeror
Who can termination of a Offer
An offer can be freely terminated by an offeror
What are the termination Exceptions
Option contracts- requires consideration and the offer must be open for reasonable time or time stated; Detrimental Reliance by offeree- requires reasonable/foreseeable reliance of forebearance of substantial character, option contract enforced to the extent necessary to avoid injustice; Unilateral Contract- once substantial performance begins offer must be kept open for a reasonable time, implied option created, and death of offeror will not terminate offer
What are the termination Exceptions
Option contracts- requires consideration and the offer must be open for reasonable time or time stated; Detrimental Reliance by offeree- requires reasonable/foreseeable reliance of forebearance of substantial character, option contract enforced to the extent necessary to avoid injustice; Unilateral Contract- once substantial performance begins offer must be kept open for a reasonable time, implied option created, and death of offeror will not terminate offer
What are the termination Exceptions
Option contracts- requires consideration and the offer must be open for reasonable time or time stated; Detrimental Reliance by offeree- requires reasonable/foreseeable reliance of forebearance of substantial character, option contract enforced to the extent necessary to avoid injustice; Unilateral Contract- once substantial performance begins offer must be kept open for a reasonable time, implied option created, and death of offeror will not terminate offer
Revocation of an Offer
Express revocation to offeree before acceptance (face to face); Mail effective upon receipt even if offeree is unaware (fails to read); Agent- as good as offeree; Public Offer- look to method of original offer: Indirect Revocation – offeree acquires reliable information that offeror can not perform. Look for inconsistent with the contract
Revocation of an Offer
Express revocation to offeree before acceptance (face to face); Mail effective upon receipt even if offeree is unaware (fails to read); Agent- as good as offeree; Public Offer- look to method of original offer: Indirect Revocation – offeree acquires reliable information that offeror can not perform. Look for inconsistent with the contract
Revocation of an Offer
Express revocation to offeree before acceptance (face to face); Mail effective upon receipt even if offeree is unaware (fails to read); Agent- as good as offeree; Public Offer- look to method of original offer: Indirect Revocation – offeree acquires reliable information that offeror can not perform. Look for inconsistent with the contract
Rejection by offeree
Conduct- expressed or implied; mail- effective upon receipt; Counter offer- intent for different terms, implied rejection requires new offer; Counter offer made during an option period does not terminate power of acceptance
Rejection by offeree
Conduct- expressed or implied; mail- effective upon receipt; Counter offer- intent for different terms, implied rejection requires new offer; Counter offer made during an option period does not terminate power of acceptance
Rejection by offeree
Conduct- expressed or implied; mail- effective upon receipt; Counter offer- intent for different terms, implied rejection requires new offer; Counter offer made during an option period does not terminate power of acceptance
Termination by operation of Law
Lapse of time-time of essence clause, reasonable time; death destruction of subject matter – prior to acceptance knowledge of death not required, does not apply to option contracts; Death/Sanity prior to acceptance either party-If the party who made the offer dies before acceptance offer terminates automatically, however death does not terminate option contracts; Supervening Illegality prior to acceptance
Termination by operation of Law
Lapse of time-time of essence clause, reasonable time; death destruction of subject matter – prior to acceptance knowledge of death not required, does not apply to option contracts; Death/Sanity prior to acceptance either party-If the party who made the offer dies before acceptance offer terminates automatically, however death does not terminate option contracts; Supervening Illegality prior to acceptance
Termination by operation of Law
Lapse of time-time of essence clause, reasonable time; death destruction of subject matter – prior to acceptance knowledge of death not required, does not apply to option contracts; Death/Sanity prior to acceptance either party-If the party who made the offer dies before acceptance offer terminates automatically, however death does not terminate option contracts; Supervening Illegality prior to acceptance
Acceptance
An acceptance is an unequivocal assent to the terms of the offer.
Who may accept an Offer
The general rule is that the offeree, only the person intended by the offeror may exercise the power to accept; Public Offer multiple acceptance possible
Bilateral K(Offer)
A bilateral offer is when the offeree manifests acceptance by giving required return promise
Uniltaral K (Offer)
A unilateral offer is when the offeree manifest acceptance through complete performance, modernly partial performance; performance must be contemporaneous with knowledge of offer coupled with intent to accept; notice not required unless offer requires notice
Methods of Acceptance
Common Law- required same mode as offer; Modern Law- requires same or reasonable mode
Mail Box Rule
Majority rule is that acceptance is effective upon dispatch contract if formed whether reaches offeror or not
Mail Box Rule (Testables)
1)acceptance dispatched 1st – rejection 2nd = contract, unless rejection arrives first and offeror detrimentally relies on rejection
2) rejection dispatched 1st – acceptance 2nd (rejection received 1st;) (acceptance received 2nd ) = No Contact
3) rejection dispatched 1st –acceptance 2nd (acceptance received 1st ) (rejection received 2nd ) =Contract
4) revocation sent 1st – Acceptance send 2nd (revocation received)= Contract Mailbox rule applies as revocation effective upon receipt
5) revocation sent 1st- revocation received – (acceptance dispatched)= No Contract (no mail box rule)
Silence
General rule not sufficient unless offeror intends otherwise act may constitute acceptance (raising your hand)
Rewards
Majority- requires knowledge of offer to or contemporaneous with performance of act
Options
The promise exercising the option must be received by the offeror for the option to be exercised
Counter Offer
Common law- mirror image of offer; effect of counter offer is the creation of a new offer requiring a new acceptance; beware of grumbling acceptance
Mistake
A mistake in formation is a basic assumption of some fact which turns out to be false.
Mutual Mistake
Both parties agree to subject matter which does not exist. Result is no contact (must be a basis of bargain)
Unilateral Mistake
Only one party mistaken 1) if offeree has no reason to know of mistake, contact exists 2) if offeree knows or has reason to know of mistake no contract exists 2) transcription error
Ambiguity
Terms of the offer are open to many interpretations 1) where both parties had reason to know of the ambiguity, there is no contact unless both gave the term the same meaning 2) where neither party had reason to know of the problem, there is no contract unless both gave the term the same interpretation 3) where one party had reason to know of the ambiguity, the law will favor an interpretation according to the uniformed and innocent party
Bargain for Exchange
1) Past consideration= no consideration
2) moral consideration = no consideration (majority view)
3) gift promises = no consideration
Legal Detriment
Requires legal sufficiency; action by the promisee taken in reliance upon action of the promisor giving up a legal right/change in obligation
Forebearance to sue on a claim is that valid consideration?
Yes. If claim is valid, consideration exits. If claim is invalid, good faith belief is still sufficient consideration
New promise to pay past debt valid consideration?
New promise to pay past debt; look for statute of limitatins running
1) reaffirmation of a debt
Agreement to accept smaller sum as full discharge of existing debt
1) liquidated
2) unliquidated
Liquidated debt (certain)
1) general rule = no consideration
Exceptions:
a) different performance
b) different method of payment
Unliquidated (uncertain)
Unliquidateed debt (uncertain)
1) general rule: consideration
2) beware of full payment check issue
a) accord and satisfaction
b) UCC split of authority
Pre-existing duty rule - is new consideration required?
1) as to a third person (duty for ball player to hit home run)
a) majority-No consideration
b) minority - consideration (legal benefit to sue)
Modification
Look for mutual consent between the parties to alter/vary the terms of the original agreement
Modifaction - new consideratin required (modern)
According to the modern view, a modification is binding if it is fair and equitable in view of circumstances not anticipated by the parties when the contract was made.
Illusory
No obligation imposed:
1) unfettered discretion
2) reserving right of concellation
3) requirements/output contracts valid as buyer must buy from seller and sellter must produce for buyer (good faith implied)
Promissory Estoppel (substitutes for consideration)
Promissory estoppel (detrimental reliance)
1) common law - required foreseeable, reasonable reliance resulting in substantial economic loss
Promissory Estoppel (Modern Law)
Promissory Estoppel (detrimental reliance)
A promise that the promisor should reasonably expect and does induce action which the promise justifiably relies to his detriment.
Pre-existing moral obligation
Recovery allowed in quasi-contract (prevent unjust enrichment) ie bystander gives aid and victim promises to pay
Statute of Fraudm - applies to oral contracts or incomplete writings
1) Marriage
2) Real Property
3) Debt of another
4) One Year
5) Goods
6) Sufficient Memorandum
7) Part Performance Doctrine
8) Main Purpose Doctrine
9) Full Performance
10) Receipt of goods
Marriage (take out of SOF)
Sufficient memorandum containing essential terms, signed by the party to be charged. Applies to all provisions of the statute of frauds
Real Property within the statute
Real Property - outside of the statute

1) Part performance doctrine
Debt of Another - within the statute
Debt to Another - outside of the statute

1) Main Purpose Doctrine
One Year - within the statute
One Year - outside of the statute

1) Full performance by one party
Sales of Goods for $500 or more - within the statute
Sales of Good for $500 or more- outside of the statute

1) Receipt of Goods for payment of purchase price
What is the effect of failure to comply with the SOF
1) Majority - Contracts voidable (defense)

2) Minority - Contracts void (prohibits formation)
Unconscionability
Usually involves disparity in the bargaining process and an oppressive bargain against public policy. Typically the court will strike the oppressive provision of the contract.
Adhesion Contracts
Unfair surprise is particularly likely in form adhesion contract ie agreements in which the parties occupy susbtantially unequal bargaining positions and the party in the inferior barganining position is forced to adhere to the terms in the other's form (take it our leave it basis)
Minor - Contracts
Contracts entered into during one's minority are voidable by the infant during minority or within a reasonable time within reaching majority. Minir is still liable in quasi contract for reasoanble vlaue of necessities food.
Who can invoke the mentally impaired right?
Mental may only be involved by the mentally impaired party
1) inability to comprehend the nature and consequences of a transaction ie lack of cognitive capactiy because of some mental disease or defect renders the contract voidable. Still liable for necessities
Mutual Mistake
A material misrepresentaton of past or present facts which goes t othe essence of the contract.
1) mutual mistake - both parties agree to subject matter which does not exist - result is no contract (must be a basis for bargain)
2) Unilateral mistake - only one party mistake
a) if offeree has no reason to know of mistake, contract exits
b) if offeree knows or has reason to know of the mistake, no contract exists
Misrepresentation
A material misrepresentation by one party also makes the contrat voidable by the innocent party. A misrepresentation is material if it would be likely to induce a reasonable person oto assent, or if the person who makes the misrepresentation knows that it would be likely to induce the other
Duress - Contract
Deprivation of free will.
1) threat to person, a threat of physical harm to the person of the contracting party or a close relative which forces him to enter into a bargain
Economic Duress
A wrongful threat to withhold goods, services or payment and no adequate remedy at law exists for the treatened person
Fraud
If either party had defrauded the other into executing the contract, there is no real consent and the contract is therefore voidable by the innocent party/
Pari - Delicto
(equal guilt) no recovery in quasi-contract
Parol Evidence Rule
Any written/oral statements made prior or oral statements made contemporaneous with the contract cannot vary, add to, or contradict terms of orginal writing
Parol Evidence Rule Applies to?
Applies only to writing which parties intend to be the final expression of their bargain
1) four corners test - fullu integrated contract
2) did parties actually intent writing to be a integration
3) partial integration, only particular terms integrated but does not bar parol evidence on subjects that it does not cover
Parol Evidence Rule - Exception
1) defenses to formation (lack of consideration, fraud, duress, mistake, ambiguity
2) Established collateral agreement
3) Establish subsequent agreements (ie modification)
4) Separate consideratin
5) Naturally omitted terms
6) Existence of a condition precedent to legal effectiveness of written agreement
7) Course of performance, course of dealing with usage
UCC- Goods
All tangible chattels ( personal property) whicha re movable at the time of identification to the contract for sale
Goods coupled with services
When a contract calls for goods and non-goods the cout may attempt to separate them and apply the UCC to the goods portion
1) article 2 should apply if an integral part of the contract concerns furnishing goods for a consideration
a) predominate factor test
b) graveman of injury
c) severance of contract
Good Faith
Good faith means duty of honesty in fact and the observance of reasonable commerical standards of fair dealing
Good Faith - Merchant Duty
One who regularly deals in good of the kind involved in the transaction; or who otherwise hold himself out as having special knowledge or skill as to the practices of goods involved in the transaction
1) duty of honesty in fact and the observance of reasonable commerical standards of fair dealing
Good Faith - Non Merchant Duty
Implied obligation of good faith
Offer - UCC
A contract for sale of goods may be made in any manner sufficient to indicate that a contract has been made between the parties ( an agreement sufficient to constitute a contract for sale)
UCC Code will imply all open terms except?
Code will imply all open terms except quantity if there is a reasonably certain basis for giving an appropriate remedy
Gap Fillers
Parties can write out almost all UCC provisions from their contract but they cannot write out mandatory provisions (good faith) or change UCC definitions
Missing Terms - (course of performance)
Course of performance (relates to the contract in dispute)
1) requires repeated occasion of performance suggesting that a single occasion of performance cannot rise to the level of a couse of performance
2) although express terms of the contract control any inconsistencies in performance, a course of performance may result in a waiver or modification of an express term
Course of Dealing
Course of dealing (conduct between the parties prior to the transaction at hand) A sequence of prevision conduct between the parties to the particular transactin which establishes a common basis of understanding for interpreting their expression and conduct
Usage of trade
Practice or method of dealing having such regularity of observation in a particular place, market or trade so as to justify an expectation that it will be observed with respect to the transaction in question
Hierarchy terms (highest term previals where conflicting)
1) express written
2) express oral
3) course of performance
4) course of dealings
5) usage of trade
6) gap fillers
Firm Offer (offered by merchant)
A firm offer is irrevocable without consideration for a reasonable time or for the time specified in the offer but in no event for a period of time longer than three months
What are the firm offer requirements
1) transaction involving the sale of goods
2) an offer by a merchant
3) signed written offer by offeror gives assurance that it will be left open
4) A period of irrevocability or if none stated not to exceed 3 months - offer lapses at the end of the specified time
Acceptance - UCC
Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a contract shall be construed as inviting acceptance in any manner and by and medium reasonable under the circumstances
Offer for prompt shipment
An ambiguous order to buy goods for prompt or current shipment is construed as inviting acceptance by either a prompt promise to ship or by the act of shipment
Shipment of nonconforming goods
A shipment of nonconfirming goods can either be an acceptance and a breach or a counter offer
1) where shipment of nonconforming goods is accomplished by notice that the goods are merely an accommodation then no contract is formed and it is a counter offer
2) if the nonconforming goods are merely shipped it is both an acceptance and a breach
Battle of the forms - Merchants (additional or different terms in acceptance)
Dealings between merchants (battle of the forms) if both parties are merchants, then under the majority view, the additional or different tersm will automatically become part of the contract unless
1) the offer expressly limites acceptance to the terms of the offer
2) the additional or different terms are a material alteration fo the offer
3) the orginal offer notifies the offeree that he objects to the additional or different terms within a commerically reasonable period of time
Battle of the forms - Minority view #1
Different terms never become party of the contact unless the offeror expressly assents to them (in writing). Reason the offeror is the master of the offer
Battle of the forms - Minority view #2
Knockout rule - different terms do not become part of agreement and they knock out offer terms from which they differ thus contract terms are only those to which both parties agreed and UCC implied terms
Dealing with Non - merchants (different/additional terms)
If one or both parties are nonmerchant then the additional or different terms will not become part of the contract unless the offeror expressly assesnts to them (in writing)
Contact by conduct
Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish contract
Sale of Approval -type of tranactions
Sales exists but the dfelivered goods may be returned by the buyer even though they conform to the contract and if they delivered primarily for buyer's use and not resale
a) title remains in seller until buyer accepts the goods and seller retains the risk of loss during the approval period and incurs the expense of the return of goods
b) once buyer accepts, both title and risk of loss pass
Sale of return -type of transactions
Contract allows buyer to retrun conforming goods in lieu of their price if the goods are delivered tot he buyer primarily for resale and buyer is unable to resell them
Auction with reserve
Auctioneer may withdraw the goods and reject all bids at any time until the announces the completion of the sale
1) auction sales presumed to be with reseve unless expressly announced otherwise
2) an aggrieved seller may bid at an autction for his own goods
Auctions without reserve
Goods may not be withdrawn if a bdid had been made. Bids made with the falling of the hammer can be accepted or rejected with auctioneer's discretion
**seller may not bid at an auction for his own goods, unless it is a forced sale
Good faith purchase
A person with voidable title has the power to transfer good title to a good faith purchaser for value even when the transferor or the delivery of the good was by fraud or trick
Modification - UCC
1) consideration not required as long as parties act in good faith
2) oral modification is effective unless writing is required by terms of original contact or subject matter within the SOF
3) non- merchant must separately authenticate at no-modification unless in writing clause where the form is supplied by the merchange
Requirment/output contracts - UCC
As long as in good faith, but limits liability to reasonably forseeable demand of other party
Output Contract
There is a good faith obligation on the part of the seller to have output and this obligation is consideration
Requirement Contracts
There is good faith obligation on the part of the buyer to have requirements. Thus, consideration is prsent
State of Fraud - Defense (Sale of Goods $500 or more)
Sufficient Memo- memo indicates that a contract for the sale of goods has been formed the parties are idenfied, quantity term stated and signed by party to be charged
Written Letter of Confirmation
If a letter of confirmation that's signed by the sender and sufficient to indicate that a contract exists, is received within a reasonable time and the receipient has rason to know its contents then the recipient forfeits the Article 2 statute of frauds defense unless the recipient gives a written notice of objectin within 10 days of receiving the confirmation letter
Unconscionability (lack of equal bargaining)
1) no reasonable commercial purpose exists to enforce oppressive terms
2) court may refuse to enforce entire/part of contract
Parol Evidence re-modification
The code rejects any assumption that because a writing has been worked out which is final on some matters, it is to be taken as including all the agreed upon matter.
a) the court must specifically find that the parties intended the writing to be the complete and exclusive statement of the terms of their agreement beofre the parol evidence rule will exclude extrinsic evidence
Express Warranty
Whenever a seller represents to a purchaser about the product involved (by advertising or otherwise) may be an express warranty ie a part of the contract. If the warrantly is breached (the product is not as represented) causing damage or injury to the purchaser relying on the representation that purchaser has a direct action against the seller on the contract.
Implied Warranty
Implied inlaw from seller to buyer in which a contract must exist between each party. As a general rule privity is required as against teh manufacturer but not the retailer unless product is inherently dangerous or food
Modernly, the manufacturer is liable even to the bystander if within the foreseeable scope of use, jusification arising that manufacturer is a superior position to absorb the loss than the consumer
Implied Warranty of merchantability
A warranty that goods shwll be merchantable arises by operation of law if the seller is a merchant in goods of that kind
1) be fair average quality
2) be fit for their ordinary purpose
3) be adequately contained, packaged and labeled if the parties agreement so requires
4) conform to any promise or affirmation of fact
5) Run within the variations permitted by pertinent usage trade, course of dealings, course or performance
6) pass without objection in the trade
Implied warranty of fitness for buyer's intended use
Unless excluded or modified a warranty that the goods shall be fit for the buyers special purpose arises by operation of law if, at the time of contact formation the seller has
1) reason to know the buyer's special purpose for the goods
2) reason to know that the buyer is relying upon the seller to select or furnish goods that are suitable for that special purpose
Disclaimer warranties
A disclaimer is inoperative to the extent it is irreconciable with an express warranty.

Implied warranty disclaimer must use the terms "merchantabilty" and be conspicuous if in writing
Breach of warranty actions
After goods have been accepted the buyer must notify the seller of any breach of warranty within a reasonable tiem after he discover or should have discovered the breach otherwise buyer will be barred from any remedy for breach of warranty
Buyer failure to inspect (breach)
When buyer fails to inspect no recovery if reasonable to inspect and buyer's inspection would have discovered defect
Warranties of Title
1) seller automatically warrants that he has good title to goods, tranfer to buyer is rightful, goods are free from calims of seller's creditors
Merchant Seller Warrants
The goods are free of third party claims of patent or trademark, infringdment or the like
Disclaimer Requirements
Disclaimer must be conspicuously and specifically expressed
Defenses to breach of warranty actions
Statute of limitations
warrantly disclaimer
remedy limitations
lack of notice
lack of proximate cause
assumption of the risk
contributory negligence
lack of privity
Third party standing to sue for breach of contract
Third parties standing to sue for breach of warranty if those third parties can satisfy the pertienent statuory requirements. They are subject to contract related defenses that the seller can raise against the buyer
Third Party Beneficiary
1) Define
2) Privity
3) Intent to Benefit
4) Classification
5) Vesting
6) Defenses
** Divide lawsuits if necessary
Third party beneficiary defined
A third party beneficiary contract is one wherei performance by the promisor will benefit a third party, one other than the promisor. Formation stage of the original contract
Privity
1) Required for one to be able to have standing to sue

2) exception- third party, and assignments
Intent of Promisee to Benfit
1) at time of contract, for whom was benefit intended?
2) Was promisee intent directly undertaken to benefit beneficiary
3) Facts will normally support intent
Classify beneficiary
What was the intent of the promisee at the time he extracted the promise from promisor?
Creditor Bene
If intent of promise in obtainig promise is to discharge a debt or duty owning by him to a third party
a) intent to satisfy an obligation
Donee Bene
If intent of promisee is obtaining promisor's promise of performance is to make a gift to beneficiary
Incidental Bene
A third party who stands to benefit from the performance of the contract but is neither a donee or creditor. No contract rights exist
Vesting - Creditor
1) Notice and assent
2) material change in position in his detriment
Vesting - Donee
Majority- notice and assent
Minority - material change to his detriment; upon formatin of the contract. Donee has no rights against promisee
Vesting - Intended
Vesting takes place where beneficiary
1) assents to the promise in a manner required by the parties

2) brings suit to enforce the promise

3) materially changes position in justifiable reliance thereon
Modification prior to vesting
Original contracting parties are entitled to terminate or modify the third party contract unless beneficiary'r right have previously vested. Where modification takes place look for mutual assent, consideration problems (pre-existing duty.
Defenses - Beneficiary v. Promisor
Promisor can assert any defense against third party that he could have asserted against promisee

Termnation of contract
lack of formation stage
Beneficiary v. promisee
Donee has no rights

Creditor - limited to original obligation; creditor has 2 causes of action, 1 against B for third party K; Against A for original obligation
Promisee v. promisor
Creditor - debt still exists

Donee- promisee is not subject to any potential pecuniary damages - no rights against him, can sue for specific performance as promisee has given consideration in exchange prevents unjust enrichment
Assignor
Party transferring rights
Assignee
Designated recipient
Delegator
Party transferring duties
Delegate
Party performing the duties
Obligator
If one's performance is subject to assignment
Obligee
If one's right is to receive performance of the obligation