Study your flashcards anywhere!

Download the official Cram app for free >

  • Shuffle
    Toggle On
    Toggle Off
  • Alphabetize
    Toggle On
    Toggle Off
  • Front First
    Toggle On
    Toggle Off
  • Both Sides
    Toggle On
    Toggle Off
  • Read
    Toggle On
    Toggle Off

How to study your flashcards.

Right/Left arrow keys: Navigate between flashcards.right arrow keyleft arrow key

Up/Down arrow keys: Flip the card between the front and back.down keyup key

H key: Show hint (3rd side).h key

A key: Read text to speech.a key


Play button


Play button




Click to flip

36 Cards in this Set

  • Front
  • Back
7 Essentials for Contract Essay

All Funky Turkeys Pass Complicated Bar Exam
Applicable Law
Parties/ performance
Esstential Terms
Subject matter
Price (UCC implies reasonable if unsettled)
Time of Performance (UCC implies reasonable)
Revocation of Acceptance of Goods
1. non-conformity, substantially impairs value
2. Reasonable relience on seller's assurance of satisfaction
3. Revocation with a reasonable time after discovery of non-conformity
Unilateral mistake is a defense where
the non-mistaken party either knows or should have kn own of the mistake
Liquidated Damages Clause will only be inforced
If damages were difficult to estimate at the ttim the contract was formed and amount is a reasonable forecast
Types of Injunction (Life Time)
1. Temporary restraining order - 10days
2. Preliminary injunction - hearing required, before trial.
3. Permanent Injunction - merits after trial
Quais Contract (remedies)
No formal K
Part of Full performance
Money damages based on equity
Three Methods of indirect rejections
1. Counter offer (terminate original)
2. Conditional acceptance
3. Additional terms (common law only) (treated as a counter offer)
Legal reasons for not enforcing

1. Duress
2. Ambiquity
3. Mistake
4. Uncinscionability
5. Statue of Frauds
6. Misrepresentation
7. Existing laws prohibit
8. Lack of consideration
9. Lack of Capacity
Parol Evidence Vocab
1. Integration - written agreement that court finds is the final agreement, triggers the parol evidence rule.
2. Partial Integration - written and final but not complete (wrong on MBE)
3. Complete Integration - written and final and complete (wrong on MBE)
4. Merger clause - K clause such as "this is the complete and final agreement"
5. Parol evidence - Words of party, before integration, oral or written.
6. Reformation - equitable action to modify written K to reflect actual agreement (only court can).
Seven Kinds of statute of frauds questions
1. Promise inc onsideration of marriage
2. Promise by executor or administrator to answer for debt of defenent (look for claim of guarantee)
3. Promise to creditors asnwer for the debts of another
4. services K not capacble of being performed in a year
5. Transfer of interrest in realestate of a term for more than a year
6. sale of goods for $500 or more
7. Lease of gppds with payment totaling $1,000 or more.
Offer cannot be revoked
4 possible
1. If offeror promises to keep open and promise is supported by payment or other consideration
2. Cannot be revoked for three months if for buying or selling goods; signed written promise to keep the offer open and party is merchant (firm offer rule)
3. detrimental reliance (foreseeable)
4. Start of performance in unilateral contract makes offer irrevocable.
Elements of promissory estoppel
Satisfying the statute of frauds
Performance and service Contracts
1. Full or part performance by either party satisfies the SoF

2. part performance of a service contract does not satisfy the statue of frauds
Satisfying the statute of frauds
Transfer of interest of realestate part performance
1. Full or part performance
2. Possession and or/
3. Improvements
Satisfying the statute of frauds

Sale of Goods contract
1. ordinary goods
General rule is that part performance of a K for sale of goods satifies the SoF but only to the extent of the part performance
Raffles v. Wickelhaus

1. Parties use a material term that is open to at lease two reasonable interpretations

2. each party attaches different meaning to the term

3. Neither party knows or has reason to know the term is open to at least two reasonable interpretations
Under the UCC contract provisions requiring written modification are
Effective unless waived
Risk of Loss rules 4
1. Aggrement controls
2. Breaching party is liable for any uninsured loss even though breach is unrelated to problem
3. Delivery - risk shifts to buyer at time seller completes its delvery obligations (FOB)
4. No aggrement, no breach, no delivery : is seller a merchant, if so risk shifts at buyers reciept of goods
Specific Performance Defenses
Unclean hands
Shipment Contract
Seller Completes it delivery obligation
1. gets the goods to a common carrier
2. makes reasonable arrangements for delivery
3. notifies buyer
SoF - merchant confirmatory memorandum rule
Merchants form offer rule - open without consideration if written signed for stated period of time or for reassonable time may no exceed three months
batter of the forms
Revocation unless
Paid for option - promise to keep offer open supported by consideration

UCC form offer - promise to keep offer open is enforceable without consideration if
1. made by a merchant
2. signed writting for the
3. sale of goods and
4. offeree accepts within three months
Specific performance when
Money damages must be inadequate

unique subject matter

amount not ascertainable
Requirements of a contructive trust
1. D has title
2. D wrongly acquired
3. unjust enrichment
4. no aqequate remedy at law
Describe the parol evidence rule
When a writing is a total integration, no evidence of any prioir or contemporanious promise or agreement may be admitted whcih contradicts, varies ot adds to the contract
Describe the rights of an assignee against her assignor
Whewre the assignor, for consideration, has assigned her rights against an obligor, there is an implied warranty that the obligor has no defenses to the assignor's claim which are based upon the underlying contract. However there is no implied warranty as the obligor's financial ability to pay the debt.
Describe the rights of the obligor against the underlying assignee
An obligor may assert any defese against the assigneee which he could have asserted against the assignor based upon the underlying agreement unless (a) the obligor has specifically waived this right or (b) the assignee is a holder in due course
Describe tthe rights of an assignor and obligor after teh assignment has been made
Once an assignment for consideration has been made, the assignor ordinarily has no remaining rights in the underlying agreement. An obligor is relieved of liability to the assignee to the extent she has performed under the underlying contract prior to recieveing notice of the assigment.
Describe when, even in the absence of a non-assignability clause, a contract may not be assigned or delegated
A contract may not be assigned where
1. the rights and duties are personal in nature
2. when the transaction invleves the sale of goods an assignment of rights or delegation of duties will materially change the non-assigning party's burden or materailly impair his chances of obtaining the baragained for performance
Describe the rights of the third party beneficiary against the promiee
Third party beneficiary ordinarily has no rights against the promisee. However where:
1. the third party beneficiary's rights had vested
2. the promise nevertheless accepted the performance owed tot he third party beneficiary, the latter can sue the promise converting the consideration
Decribe the rights of a third party beneficiary against the promisor
A third party beneficiary can ordinarily commence an action against the promisor for the latter non-performance. The promisor may however assert any defenses which she could have raised against the promisee based upon the underlying contract
Describe when the right sof a third party vest
The rights of a third party beneficiary vest when he has
1. relied upon the underlying contract
2. instituted suit against the promisor
3. expressly assented tot he underlying contract in response to a request for assent byt he promisor or promisee
Describe a third party beneficiary aggreement
One is a third party beneficiary where
1. permitting her to enforce the promisor's promise would effectuate the parties and
2. performance by the promisor will satisfy the promisee's obligation to pay money to the third party beneficiary or
3. the circumstances indicate that the promisee intended the beneficiary to recieve the promised performance