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24 Cards in this Set
- Front
- Back
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Offer
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An offer is an objective manifestation by the offeror of a willingness to enter into a bargain creating the power of acceptance in the offeree.
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Acceptance
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An acceptance is an objective manifestation by the offeree to be bound by the terms of the offer.
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Termination of an Offer
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- Death of the offeror
- Revocation - Rejection - Counteroffer - Lapse of time |
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UCC 2-206: Non-Conforming Goods
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If non-conforming goods are shipped, the shipment serves as an acceptance and at the same time a breach.
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Unilateral or Bilateral?
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Unilateral Contract - Offeror makes an offer that calls for performance - Looking for action
Bilateral Contract- Offeror and offeree exchange mutual promises - Looking for promise |
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UCC 2-205: Firm Offer Rule
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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.
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Consideration
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Consideration is bargained for legal detriment.
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Modification Rule
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Rule: A modification is a subsequent agreement that alters or changes the parties’ duties and obligations under the terms of their original contract
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Modification (UCC/cl)
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UCC: good faith no consideration required
Common Law: pre existing duty rule, new consideration required |
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Mutual Mistake
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Mutual Mistake
Both parties are mistaken as to a material element that goes to the heart or essence of the bargain. Remedy: recission |
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Unilateral Mistake
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Contract enforceable against mistaken party unless non-mistaken party knew or should have known of the other’s mistake.
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Remedies
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Law: Money Damages
Equity: Injunction, Specific Performance, Rescission, Reformation, Quiet title actions, Partition proceedings |
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Condition Precedent
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Rule: A condition precedent is an act or an event (other than the lapse of time) that must occur first before a party is under a duty to perform.
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Statute of Frauds
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- Marriage
- Year (1) - Land - Executor - Guarantee - Sale of goods ($500+) |
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Debts Barred by The Statute of Limitations
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A subsequent written promise to pay a debt barred by the statute of limitations is enforceable without new consideration and is binding to the extent of the new promise.
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Main Purpose Rule
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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.
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Parol Evidence Rule
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Once the 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.
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Parol Evidence Rule Exceptions
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- Fraud
- Mistake - Duress - Partial Integration - Conditions precedent |
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UCC 2-712: Cover by Buyer
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After covering aggrieved buyer may recover:
Price to Cover - Contract Price PLUS Incidental and Consequential Damages |
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UCC 2-615: Impracticability
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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.
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Impossibility
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Subjective impossibility will not excuse duties of performance under a contract.
Objective impossibility will excuse duties of performance under a contract. |
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3rd Party Beneficiary Analysis
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- Identify 3rd party beneficiary contract
- Intent to benefit test - Is 3rd party incidental : then no rights - Is 3rd party intended: then step 3 - Has third party vested? - Learned of the contract and assented to it? - Changed position in reliance on the contract? |
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UCC 2-601: Non-Conforming Goods
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Buyer has three options:
1. He can accept the whole shipment 2. He can reject the whole shipment 3. He can accept any commercial unit or units and reject the rest |
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UCC 2-609: Right to Adequate Assurances
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- When reasonable grounds for insecurity arise, one party may (in writing) demand adequate assurances from the other that the performance will occur
- Assurances must be provided within a reasonable time (no more than 30 days) - Failure to provide assurances is a repudiation of the contract |
