Contracts Mbe Foundation

Front 1

Offer

Beware of invitation/announcement/advertisement (I got the stuff).

Back 1

a manifestation by the offeror of a willingness to enter into a bargain creating the power of acceptance in the offeree.

NN: Note new life can be given to an offer, this revives the offer.

NN: Offeror may require notice if so, MBR is inapplicable.

Front 2

Acceptance

Back 2

An objective manifestation by the offeree to be bound by the terms of the offer.

Front 3

Termination of an Offer

Back 3

1. Death of either party
2. Revocation - effective upon communication
3. Rejection
4. Counteroffer - terminates power of acceptance and issues a new
offer.

5. Lapse of time - face to face or
phone offer ends at the
termination of the conversation,
UNLESS an extension is given.

Front 4

What can the Offeror & Offeree do?

Back 4

Parties Power

Offeror -- has the power to REVOKE his offer (effective on communication).

Offeree - can either

1. Accept
2. Reject
3. Counter Offer - terminates original offer and poses a new offer
4. Inquiry - does not terminate the original offer. (wishy washy).

Front 5

UCC 2-206 Non - Conforming Goods

Back 5

If non-conforming goods are shipped, the shipment serves as an acceptance and at the same time a breach.

Front 6

Unilateral K

Back 6

Offeror makes an offer that calls for performance of offeree (performance constitutes acceptance).

Looking for Action

Once the Offeree begins performance, the offer becomes irrevocable (full performance is acceptance).

Front 7

Bilateral K

Back 7

Offeror & Offeree exchange mutual promises.

Looking for Promise

Front 8

UCC 2-205 Firm Offer Rule

Back 8

A signed writing by a MERCHANT which by its terms gives assurances that it will be held open is not revocable for lack of consideration for the stated period of time not to exceed three months.

NN: OPTION - party pays consideration to hold an offer open. If no firm offer or option present the offer is freely revocable.

Front 9

Consideration

Back 9

Cosideration is bargained for legal detriment.

Benefit (promisor) ---------------------Detriment Legal (promisee)

NN: Gift Promise is binding with justifiable reliance.

NN: Past & Moral Consideration is No Consideration

Front 10

Modification

Back 10

A modification is a subsequent agreement that alters the parties duties and obligations under the terms of their original contract.

Front 11

Modification

UCC v. Common Law

Back 11

UCC - good faith no consideration is required

C/L - pre existing duty rule, new consideration is required.

Front 12

Mutual Mistake

Back 12

Both parties are mistaken as to a material element that goes to the heart or essence of the bargain.

REMEDY - Recission

Front 13

Unilateral Mistake

Back 13

K enforceable against mistaken party, UNLESS non-mistaken party knew or should have known of the other's mistake.

Front 14

Quasi - K

Back 14

See Prob. 13 Foundation

Doctor makes an offer when he performs surgery on a person who is in critical condition. Doc does not have to have that persons acceptance.

Front 15

Remedies Law

Back 15

Money Damages

NN: Breach of Employment OR Personal Service, the applicable remedy is money damages. (courts won't force a female back to work if she was sexually harassed).

Front 16

Remedies Equity

Back 16

1. Injunction

2. Specific Performance - available to enforce a K for unique
property (rare, antique).

3. Rescission

4. Reformation

5. Quiet Title Action

6. Partition Proceedings

Front 17

Condition Precedent

Back 17

A condition precedent is an act or an event (other than lapse of time) that must occur first before a party is under a duty to perform.

Conditions need to be satisfied, if a party fails to act to achieve condition, they are in Breach of K. See prob. 27 pg. 26.

Front 18

Statute of Frauds

Back 18

MY LEGS

1. Marriage

2. Year (1) - K that can't be performed in less than 1 year from date
of K (not heavily tested).
3. Land - (heavily tested) - K for land must be in writing, UNLESS

4. Exception: Oral land sale K is valid if:
1. Buyer has paid part of the purchase price, AND
2. Buyer has taken profession

5. Executor - (not heavily tested)

6. Guarantee - (heavily tested) - acting as a surety, UNLESS

Exception: Main Purpose Rule - an oral promise to
answer for the debt of another is enforceable if the
promisor's main purpose is to further his own economic advantage.

7. Sale of Goods $500+ - (heavily tested) -

Front 19

Debts Barred by the SOL

Back 19

A subsequent written promise to pay a debt barred by the SOL is enforceable without new consideration and is binding to the extent of the new promise.

NN: Not the original amount owed, but the amount of the subsequent amount promised.

Front 20

Assignments

Back 20

All K's are assignable/delegable, EXCEPT:

1. Long Term Requirement K's, AND
2. Personal Services K

Assignments are either:

1. Gratuitous (no value),- revocable

OR

2. For Value - irrevocable

Front 21

Non Assignment Clause

Back 21

Does not prevent the assignment. Damages generally nominal.

If violated, assignment is valid, but breach of K exist with nominal damages.

Front 22

Risk of Loss

Back 22

Sellers place of business - seller must put goods in the hands of carrier, once done, Buyer bears the burden of loss.

Buyers place of business - Seller must deliver the goods to the Buyer's location and Seller bears the risk of loss during transit.

Front 23

Gap Filler Provision of UCC

NN: delegating duties of goods is usually not that big of a deal.

Back 23

The UCC will provide GAP Fillers if terms are left out.

1. Price - use reasonable price
2. Risk of Loss - use sellers place
of business.
3. Quantity - will not be replaced
with gap filler.

Front 24

Implied in Fact K

Back 24

Contract created not by words, but by the conduct of the parties. (Family Guy, Peter at the auction).

Front 25

Contract with Minors

Back 25

GR: K with minor is voidable, Unless minor ratifies K once she reaches the age of maturity.

Exception: If K with minor is for necessaries (food, lodging), parents are responsible for the reasonable value of the necessary services rendered.

Front 26

Parole Evidence Rule

Contradict (barred) v. Supplement (allowed)

NN: applies to contemporaneous or prior shit.

Back 26

Once parties have reduced their agreement to a writing, evidence of any prior oral or written or contemporaneous oral agreements is inadmissible to alter, vary, or contradict the terms of the writing.

Front 27

PER Exceptions

Back 27

1. Fraud
2. Mistake
3. Illegality
4. Duress
5. Partial Integration
6. Condition Precedent

Front 28

UCC 2-712

Cover by Buyer

Back 28

After covering, aggrieved buyer may recover:

Price to Cover (minus) K price (plus) Incidental and Consequential Damages

NN: At the time of BREACH

Front 29

UCC 2-615 Impracticability

Back 29

Delay in delivery or non delivery...by a seller is not a breach if the seller's performance is made impracticable by a contingency whose non-occurrence was a basic assumption on which the contract was made.

was the impracticability able to be anticipated?

If yes, not applicable
If No, applicable

Front 30

Impossibility

Back 30

Subjective - impossibility will NOT EXCUSE duties of performance under a contract.

Objective - impossibility will excuse duties of performance under a contract.

Can the performance be completed with more work or more resources?

If yes, it is subjective and not impossible.

If no, it is objective and impossible (new law, act of god).

Front 31

3rd Party Beneficiary

2 parties K and intent or mention of 3rd party.

Intended (mentioned early)

Incidental (less relevant [if feasible])

Back 31

1. Identify 3rd Party Beneficiary K

2. Intent to Benefit Test
a. Is 3rd party incidental - no
rights
b. is 3rd party intended - step 3

3. Has Intended Third Party
Vested?

a. Learned of K and assented to
it

OR

b. Changed positions in reliance
on the K.

Front 32

UCC 2-306

Back 32

Good Faith Reductions is allowed.

Front 33

UCC 2-601 Non - Conforming Goods

Back 33

Buyer has 3 options:

1. Accept the whole shipment

2. Reject the whole shipment

3. Accept any commercial unit or
units and reject the rest.

NN: Buyer must inspect the goods within a reasonable time to ensure they are conforming. If Buyer rejects the goods, he must provide notice within a reasonable amount of time.

Front 34

UCC 2-609 Right to Adequate Assurances

Back 34

1. When reasonable grounds for
insecurity arise, one party may
(in writing) demand adequate
assurances from the other that
the performance will occur.

2. Assurances must be provided
within a reasonable time (not
more than 30 days).

3. Failure to provide assurances is
a repudiation of the K.

Front 35

Measure of Damages for Non-Conforming Tender

Back 35

Buyer must pay at the K rate for any goods accepted.

Front 36

Lost Volume Seller UCC

Back 36

Can Wal Mart sue buyer for not buying a Television if both parties contracted for the sale?

Yes, if the facts say the seller has an unlimited supply.

Proper Measure of Damage is the difference between the listed price (minus) the cost.