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16 Cards in this Set

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  • Back
Firm Offer
UCC § 2-205, applies when a merchant is offering to buy or sell goods in a signed writing which by its terms gives assurance that the offer will be held open for a stated time or a reasonable time. Cannot exceed 3 months. Not an option k because there is no consideration but it is still enforceable.
Statute of Frauds
Requires a k to be in writing if it is (1) a suretyship k, (2) for a sale of an interest in land, (3) a k that by its terms cannot be completed within 1 year or (4) UCC 2-201 a k for a sale of goods for the price of $500 or more. See the exceptions to this.
Rule for Infants
A minor can only enter into a voidable k. That k can be voided only by the minor at any time before s/he reaches the age of majority or w/in a reasonable timeframe afterwards. The main exception is a k for necessaries. Rst 2d § 14.
Rule for Mental Illness or defect.
A person who does not know what they are doing can void a k. A person who knows what they are doing but cannot control themselves can void the k if the other part had reason to know of the defect. Rst 2d § 15.
Methods for an offer to expire.
1. Rejection or counter-offer
2. Revokation by offeror
3. Lapse of offer
4. Death or incapacitation of offeror or offeree.
Rst 2d § 45
When an offer invites acceptance by performance, the beginning of performance creates an option k in which the offeror must keep the offer open for a reasonable amount of time so that the offeree can complete performance (prevents injustice of man walking across Brooklyn Bridge hypo).
Rule when offer invites acceptance by either promise or performance.
This anomally of law says that beginning performance constitutes full acceptance and BOTH parties are now bound in a k. Rst 2d § 62
Pre-existing duty rule
Rst 2d § 73. Performance of a pre-existing legal duty cannot be consideration for a k. The exception to this is Rst 2d § 89, it will be enforced if justice dictates it.
Promissory estoppel
Rst 2d § 90. A promise which the promisory should reasonably expect to induce action or forbearance on the part of the promisee or a third party and which does induce such action or forbearance is binding if injustice can be avoided only by enforcing the promise.
Rst 2d § 87
1a) signed k with consideration for keeping the offer open
1b) made irrevocable by statute
2) an offer which the offeror should reasonably expect to induce action or forebearance of a substantial character on hte part of the offeree before acceptance and which does induce such action is binding as an option k to the extent necessary to avoid injustice.
Corbin's definition. "An offer is an act whereby one person confers upon another the power to create contractual relations between them.... What kind of act creates a power of acceptance and is therefore an offer? It must be an expression of will or intention.
Corbin's definition: "An acceptance is a voluntary act of the offeree whereby he exercises the power conferred upon him by the offer, and thereby creates the set of legal relations called a contract."
Non-conforming goods rule
In a k for the sale of goods. The shipment of goods constitutes acceptance. The shipment of non-conforming goods constitutes acceptance and breach unless there is an invoice that specifically states that the non-conforming goods are sent as a courtesy.
Adequacy of consideration
only considered when one party seeks equitable relief. Monetary damages can still be awarded.
Seven Factors to consider for undue influence
1) discussion of the transaction at an unusual or inappropriate time
2) consummation of the transaction in an unusual place
3) insistent demand tha the business be finished at once
4) extreme emphasis on untoward consequences of delay
5) the use of multiple persuaders by the dominant side against a single servient party
6) absence of third party advisers to the servient party
7) statements that there is no time to consult financial advisers or attorneys

Not all of these need be present and the existence of them is not dispotive of the issue but rather they are guides that if a number of these elements are present may indicate the persuasion may be excessive
duty to disclose
Generally no duty to disclose. However, once you start to disclose you must disclose fully to avoid using partial disclosure to actually amount to a lie. (Apartment case). Misrepresentation can also void the k as long as it is material and known to be false.