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26 Cards in this Set
- Front
- Back
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Promissory Estoppel. P may recover for reasonably induced reliance based upon D's conduct to prevent injustice.
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Restatement 90
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If a party's conduct has only one meaning, then that party's undisclosed intention is immaterial
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Restatement 71
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Missing terms. Even if there are missing or vague terms in a K, the K does not fail for indefiniteness if the intent of the parties was to create a K and there is a reasonable basis for remedy
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UCC 2-204
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Counteroffers terminate the offeree's power of acceptance, unless contrary intention is manifested
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Restatement 39
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*An acceptance with new or different terms is still a valid acceptance so long as acceptance is not conditional on acceptance of the new terms
*Additional terms construed as proposals as additions to the K *Between merchants, additional terms become part of the K unless the terms limit the terms of acceptance, materially alter the K, or have already been objected to. |
UCC 2-207
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*Unilateral Ks create an option K when the offeree tenders performance
*offeror's duty to perform triggered after offeree's completion *If offeree tenders performance, offeror must allow a reasonable time to finish performing |
Restatement 45
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Acceptance by silence valid when:
*offeree takes advantage of offeror's services with knowledge the that offeror intends to be compenstated and offeree has plenty of time to reject *offeror tells offeree that silence = acceptance *previous dealings make it reasonable to inform the offeror if the offeree no longer wishes services |
Restatement 69
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If offeree accepts by conduct, but this conduct would not reasonably be known to the offeror, offeree must provide notice
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UCC 2-206
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Offeror must hold an option K open if it is:
*in a writing signed by the offeror *recites a purposed consideration for the promise to hold the offer open *proposes a fair exchange within a reasonable time |
Restatement 87
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Mutual Mistake. K voidable where both parties at the time of the K made a material mistake
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Restatement 152
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Unilateral Mistake. K voidable where one party realizes a material mistake when:
*effect of the mistake makes enforcement unconscionable *other party had reason to know of the mistake |
Restatement 153
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When a party bears the risk of mistake:
*the risk is allocated to him *he is aware of his limited knowledge during K formation *court allocates risk to him |
Restatement 154
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When Misrepresentation is Fraudulent or Material.
*When the maker intends his assertion to induce party to assent an the maker -knows/believes assertion not in accord with facts -does not have confidence in assertion -knows he does not have basis for assertion *material when it would make a party reasonably manifest assent |
Restatement 162
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Duress by Threat. K void when:
*assent induced by threat or leaves no reasonable alternative *assent inducted by third party without privity |
Restatement 175
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Threat is Improper when:
*what is threatened is a tort/crime *threat breaches good faith *threatened act would harm the recipient |
Restatement 176
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When Undue Influence Makes a K Voidable
*when party under domination of influence *assent induced by undue influence of other party *assent is induced by undue influence of third pary |
Restatement 177
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UCC Unconscionable K Clause. If the court finds a K unconscionable, they do not have to enforce it
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UCC 2-302
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Course of Performance, Course of Dealing, and Usage of Trade
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UCC 1-303
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Output, Requirements, and Elusive Dealings
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UCC 2-306
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Consequences of Non-Occurrence
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Restatement 225
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Substantial Performance Considerations
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Restatement 241
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Right to Adequate Assurance
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UCC 2-609
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Perfect Tender Rule
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UCC 2-601
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Seller's Incidental Damages
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UCC 2-710
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Buyer's Incidental Damages
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UCC 2-715
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Mitigation of Damages
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Restatement 350
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