Contracts Restatements And Ucc

Front 1

Offer Termination

Back 1

Rejection

Revocation

Lapse

Death/Incapacity

Nonoccurence of necessary event

Front 2

Offer lapse

Back 2

If mailed accepted sent same day as offer received, no lapse. Delay in offer due tofault of offeror can result in a delay in acceptance only if offeree knows of delay.

Front 3

Manifestation of assent according to terms of offeror

Back 3

Offer Acceptance (Section 58)

Front 4

If offer didn't specify acceptance requirement?

Back 4

Promise OR Performance

Front 5

Acceptance by silence is ok when...

Back 5

-Offerree accepts benefit of offer

-Offeror says silence is ok

-Previous dealings suggest silence is ok

Front 6

Firm Offer

Back 6

-Dealings with goods only

-No KSN necessary

-Offer open for reasonable time (< 3 months)

-UCC

Front 7

No mirror image rule in dealings with goods

Back 7

UCC 2-207

Front 8

You can accept an offer and propose additional terms as long as your acceptance is not contingent on these terms

Back 8

UCC 2-207

Front 9

Additional terms after acceptance will become part of the contract unless...

-Expressly limits acceptance to those terms

-Materially alter

-Objection to terms has been given

Back 9

UCC 2-207

Front 10

Conduct suggestive of deal formation will be treated as deal formation, even if writings do not establish a contract. Writings and suggestive additions will be the terms.

Back 10

UCC 2-207

Front 11

Performance of pre-existing duty is not considered KSN (think Alaska Packers)

Back 11

Pre-existing Duty

Front 12

Statute of Frauds

Back 12

Transactions in goods over $500 need to be in writing (UCC 2-201)

Front 13

Statements not in accord with the facts

Back 13

Misrepresentation

Front 14

Some actions (concealment, opinions, etc) are not the same as assertion

Back 14

Misrepresentation

Front 15

Lack of capacity to contract (underage, mental, intoxication)

Back 15

Section 12

Front 16

Physical duress in contracting (No M/A)

Back 16

Section 174

Front 17

Don't enforce a deal if there was an improper threat

Back 17

Section 175

Front 18

Threat is improper if unfair, illegal, no real benefit for threatening party (public embarrassment)

Back 18

Section 176

Front 19

Public Policy concerns can bar enforcement

Back 19

Section 178

Front 20

Moving party bears risk of mistake (hiring someone to auction estate goods)

Back 20

Section 154

Front 21

Parol Evidence Rule

Back 21

No additional or contradicting evidence allowed if contract is complete and final (completely integrated). If partially integrated you can add additional terms, but not contradiction terms.

-Final- Signed, no pending terms, no blanks

-Complete- Integration clause states finality

Front 22

Every K is to be carried out in good faith

Back 22

Section 205, UCC 1-304

Front 23

Express promises (not affirmations of quality) that become a basis for the bargain are part of the contract

Back 23

UCC 2-313

Front 24

Products should be fit for their purpose

Back 24

Implied Warranty of Merchantability (UCC)

Front 25

Seller knows of buyers purpose of buying, seller knows of buyers reliance on seller's knowledge and buyer relies on that knowledge.

Back 25

Implied Warranty of Fitness (UCC)

Front 26

After deal is made, something outside of party's control happens, and the party's performance is impossible.

Back 26

Impracticability

Front 27

Anticipatory Repudiation

Back 27

A party does not have to perform if there is good reason to know that other party will breach. No need to wait for non-performance.

Front 28

Material Breach- Party is excused from performance if other party commits material breach

Back 28

Section 237

Front 29

Is it a Material Breach?

Back 29

-Will injured party be deprived of the benefit?

-Can injured party be compensated for denied benefit?

-What is the extent or forfeiture suffered by party failing to perform?

-Will the breaching party be able to remedy the breach?

-Did breacher fail to perform in good faith?

Front 30

Any breach is grounds for non-performance of other party.

**Divisible Contracts can help this.

Back 30

Perfect Tender Rule (UCC)

Front 31

Court can grant Specific Performance at their own discretion

Back 31

Section 357

Front 32

Liquidated damages amount must be considered in light of…

-Anticipated or actual harm

-Difficulty in proving loss

-Inconvenience of finding other remedy

Back 32

UCC 2-718, Section 356

Front 33

Certainty- You can only recover up to what is reasonable shown by evidence

Back 33

Section 352

Front 34

Mitigation- You can not recover if you failed to mitigated the damages

Back 34

Section 350, UCC 2-715

Front 35

Foreseeability- Plaintiff can only recover damages if loss was foreseeable.

Back 35

Section 351, UCC 2-715

Front 36

Must be accepted in writing, requires KSN

*Mailbox rule does not apply to acceptance

Back 36

Option Contracts

Front 37

Mental illness as grounds for non-enforcement

Back 37

If other party doesn't know and dealings are fair, it can be enforced.

Front 38

In this type of contract, courts generally interpret in way most beneficial to non-drafter

Back 38

Contracts of Adhesion

Front 39

Non-occurrence excuses performance of a duty. Non-occurrence of a condition is not a breach. General rule is strict compliance if conditions exist

Back 39

Express Conditions

Front 40

These are implied conditions. When performance from both parties can occur simultaneously, it should be. These require substantial performance.

Back 40

Constructive Conditions

Front 41

-Gov't Regulations

-Destruction, deterioration, failure of necessary element

-Death or incapacitation

Back 41

Examples of impracticability

Front 42

In this type of transaction specific performance can be granted even if $ would suffice.

Back 42

RE contracts

Front 43

Loss of value - avoided costs

Back 43

Expectation interest

Front 44

If there is a breach and non-breaching party doesn’t have to pay, these costs will be subtracted from the damages.

Back 44

Avoided costs

Front 45

Is there a deal?

Back 45

CQ1

Front 46

Was there necessary KSN?

Back 46

CQ2

Front 47

Is there a reason not to enforce the deal?

Back 47

CQ3

Front 48

What are the terms of the deal?

Back 48

CQ4

Front 49

When can someone who made a legit deal get out of it?

Back 49

CQ5

Front 50

How does the law enforce the deal?

Back 50

CQ6

Front 51

KSN

Back 51

Bargained-for exchange

Front 52

Promissory Estoppel

Back 52

Promise + reliance = recovery!!!!

Front 53

Reasons not to enforce legit deal?

Back 53

-Statute of frauds

-Misrepresentation

-Lack of capacity

-Duress

-Undue influence

-Public Policy

-Unconscionability

-Mistake

Front 54

Fraudulent

Back 54

Person gives untrue statements to induce assent (misrepresentation)

Front 55

Undue Infuence

Back 55

Contract can be voidable if there is some power imbalance(ie- employer pressures employee to resign or face public humilitation).

Front 56

Unconscionability

Back 56

"Shocks the conscience"

Front 57

Classes of Contracts required by

Statute of Frauds

Back 57

1. Marriage

2. Contracts that cannot be fully performed in a year

3. Land contracts

4. Contracts in goods over $500

5. Suretyship (debt stuff)

Front 58

Exceptions to Statute of Frauds

Back 58

1. Specially made goods that can't be sold to normal customers.

2. The party admits to making the contract

3. Goods that have already been accepted