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40 Cards in this Set
- Front
- Back
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Goods?
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Goods are moveable, tangible property, identifiable at the time of contracting.
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Merchants?
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A merchant is a person who regularly deals in goods of this kind or purports to have a special knowledge or skill.
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Valid Contract?
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A valid enforceable contract consists of an offer, acceptance and consideration and a lack of formation defenses.
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Offer?
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An offer is a commitment communicated to an identified offeree containing definite terms.
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Irrevocable offers?
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Merchant Firm offers, option contract, unilateral contract, prommisory estoppel
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Merchant Firm Offer?
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Provides that an offer made in writing between two merchants will be held irrevocable for time stated, but not to exceed three months.
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Option Contract?
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An option contract is irrevocable if supported by consideration.
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Unilateral Contract?
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A unilateral contract is irrevocable for a reasonable time once performance has started.
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Prommisory Estoppel?
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A gratitious promise that invites detrimental reliance is binding to prevent injustice
1. Detrimental 2. Reasonable 3. Forseeable, reliance on the promise |
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Revocation?
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An offeror is free to terminate an offer at any time before acceptance.
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Rejection?
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A rejection occurs when the offeree communicates to the offeror that the offeree is rejecting the offer.
A counteroffer is a rejection/counteroffer. |
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Acceptance?
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Offeree's manifestation of assent to the terms of the offer.
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Acceptance under common law?
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Under common law, the acceptance must be a mirror image of the offer.
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Acceptance under UCC?
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Under UCC, an acceptance that adds a new term to the offer is a valid acceptance. Between merchants, new term automatically become part of the K, unless: materially alter, the offeror rejects, or offer is limited in its terms (iron clad).
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Material Term?
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A material term is any term that substantially affects the economic risks or benefits, or in any limits the usual remedies of breach or works a hardship or suprise.
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Mail Box Rule?
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An acceptance is effective on dispatch, as long as properly addressed w/postage.
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Consideration?
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Consideration is when a promisor performs an act that has no legal obligation to do or forebears from an act that he believes he has a legal right.
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Defenses?
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SUMFIG
SOF, Unconsc., Mistake, Formation, Incapacity, Garbage (Illegality, Fraud, Duress) |
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SOF?
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Under the Statute of Frauds certain contracts must be evidenced by a writing, part/full performance, specially manufactured goods, and merchants confirming memorandum.
Governs contracts for GSMILEY |
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GSMILEY?
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Goods over $500
Surety Marriage Intangible personal property over $5000 Land Executorship Year (one) |
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SOF: goods?
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Contracts for goods over $500 must be evidenced by writing, unless part/full performance or merchant confirming memorandum.
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SOF: Surety?
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Contracts for a surety or to answer for the debt of another must be in writing to be enforceable.
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SOF: Marriage?
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Marriage related K require a writing to be enforced: prenuptials, separation, and divorce decrees.
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SOF: Executorship?
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Executor or administrator of estate promising to personally pay debts out of personal funds.
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Defenses: Unconsc.
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At formation terms unfair and oppressive to one party.
Court has blue pencil power to rewrite or cancels problematic sections. |
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Defenses: Mistake
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Mutual Mistake: Void K, no meeting of the minds, usually subject matter or quality)
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Defenses: Formation?
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No offer, acceptance or consideration.
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Defenses: Garb>Illegality
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Subject matter illegal totally void, purpose illegal voidable by innocent party.
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Defenses: Garb>Fraud
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In the execution (don't know K) totally VOID.
In the inducement, (deceived as to subject matter), voidable by defrauded party |
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Defenses: Garb>Duress
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Personal duress> voidable
Economic duress> no defense unless other party caused |
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Conditions
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Event that must be excused or satisfied
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Conditions three types:
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Condition precedent: must occur before duty matures, condition concurrent: event that occurs the same time as duty, and condition subsequent: after duty matures, then discharged.
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Excuse of conditions?
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Excused if party to perform:
(1) fails to cooperate or prevents occurance (2) Anticipatory Repudiation (3) Voluntary Disablement (4) Estoppel (5) Waiver |
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Anticipatory Repudiation?
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Gives non-repudiating party the following options:
(1) treat the K as repudiated and sue immediately (2) Suspend performance and wait until performance day to sue (3) treat the repudiation as an offer to rescind and discharge (4) ignore repudiation and urge performance. |
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Rescinding anticipatory repudiation?
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Repudiation can be rescinded until non-repudiating party has accepted the repudiation and detrimentally relied.
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Voluntary Disablement?
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Repudiation by conduct: excuses all conditions and accellerates breach
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Estoppel?
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Before condition occurs state will perform anyway and other party changes position
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Waiver?
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After condition supposed to occur state will perform anyway
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Satisfying unexcused conditions?
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(1) Completely: must happen perfectly for express conditions or single delivery of goods.
(2) Substantial performance: complete performance may be excused if a breach is minor (3) Doctrine of Divisibility: Performance that can be divided into 2 or more parts |
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Discharge of Duty?
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No performance required/No breach
Eight ways: FANFIMMI Frustration of purpose Accord & Satisfaction Novation Failure to excuse Impossibility Modification Mutual recission Impracticability |
