Final Set: Contracts - Support For Sales + Commercial Paper

Front 1

DEFINITIONS (CONTRACTS):

Articulate the difference between bilat and unilat contract.

Back 1

DEFINITIONS (CONTRACTS)

A bilat contract is formed where each party makes a BINDING PROMISE to the other party. The MUTUAL PROMISES made the parties constitutes acceptance.

A unilateral contract requires the completion of a task before it is formed. The MOMENT OF COMPLETION is the MOMENT of acceptance.

Hint 1

KEY WORDS FOR BILAT:
(1)Binding
(2)Mutual
(3)Promise
KEY WORDS FOR UNILAT:
(1) Completion
(2) Task
(2) Moment

Front 2

DEFINITIONS (CONTRACT):

Define an option contract.

Back 2

DEFINITIONS (CONTRACTS):

An option contract is one where the offeror SUSPENDS her POWER to REVOKE her offer for the duration of the contract in exchange for the receipt of CONSIDERATION received from the offeree.

Hint 2

KEY WORDS:
(1) Suspends
(2) Power
(3) Revoke
(4) Consideration

Front 3

MAILBOX RULE:

Explain the "Mailbox Rule"

Back 3

MAILBOX RULE:

The rule provides that a CONTRACT is FORMED once the offeree places his acceptance in a mailbox. The offeror is BOUND to the CONTRACT WHEN the offeree POSTS his acceptance.

Hint 3

KEY WORDS:
(1)Contract
(2)Formed
(3)Bound
(4) When
(5)Posts

Front 4

DEFENSE (MISTAKE):

(1) When should a party use the defense of mutual mistake?

(2) IS the contract void/able?

(3) Who must make the mistake?

Back 4

DEFENSE (MISTAKE)E:

(1) The defense of mutual mistake can be INVOKED when BOTH parties make SAME FACTUAL mistake re a MATERIAL term of the contract.

(2) Mutual mistakes are VOIDABLE at the option of either party.

(3) either party.

Hint 4

KEY WORDS:
(1) Invoked
(2) Both
(3) Same
(4) Factual
(5) Material
(6) Voidable

Front 5

DEFENSE (MISTAKE):

(1) What is a unilateral mistake?

(2) When should a party use the defense of unilat mistake?

Back 5

DEFENSE (MISTAKE):

(1) A unilateral mistake occurs when only ONE party to a contract is MISTAKEN.

If the mistake was ENORMOUS that the other party to the contract should have REALIZED it, then the contract will be VOIDABLE at the option of the MISTAKEN party.

Hint 5

KEY WORDS
(1)One
(2)Party
(3)Enormous
(4)Realized
(5) Voidable

Front 6

DEFENSE (AMBIGUITY):

When should a party use the defense of ambiguity?

(2) What is the effect?

Back 6

DEFENSE (AMBIGUITY):

(1) The defense of ambiguity may be asserted in the situation where a TERM has TWO PROPER interpretations and each party INTENDS a different interpretation.

(2) The contract is VOID because the minds never met.

Hint 6

KEY WORDS:
(1)Term
(2)Two
(3)Proper
(4)Intends
(5) Void

Front 7

DEFENSE (FRAUD IN THE FACTUM):

(1) When should a party use the defense of fraud in the factum ?

(2) Is the agreement void/voidable?

Back 7

DEFENSE (FRAUD IN THE FACTUM):

(1) When there is FRAUD re the very NATURE of the CONTRACT.

(2) Where there is fraud in the factum, the agreements are void.

Hint 7

KEY WORDS:
(1) Fraud
(2) Nature
(3) Contract
(4) Void

Front 8

DEFENSE (FRAUD IN THE FACTUM):

When should a party use the defense of fraud in the inducement? Void or voidable?

Back 8

DEFENSE (FRAUD IN THE FACTUM):

Where one party is MISLED as to the QUALITY of what she RECEIVES for her CONSIDERATION. Where there is fraud in the inducement, the contract is VOIDABLE.

Hint 8

KEY WORDS:
(1)Misled
(2)Quality
(3)Receives
(4)Consideration
(5)Voidable

Front 9

DEFENSE (INTOXICATION):

(1) What must a party show to claim intoxication as a defense?

Back 9

DEFENSE (INTOXICATION):

(1) ONLY if the defendent can show that the plaintiff KNEW the defendant was INTOXICATED at the TIME of formation.

(2) This defense makes contracts VOIDABLE.

Hint 9

KEY WORDS:
(1) Only
(2) Knew
(3) Intoxicated
(4) Time
(5) Voidable

Front 10

DEFENSE (INFANCY):

(1) What is the defense of infancy?

(2) When can it be claimed?

(3) What is the minority rule?

(4) When can this defense NOT be claimed?

(5) Void or voidable?

Back 10

DEFENSE (INFANCY):

(1) The defense that the person was a MINOR at the TIME of the contract's FORMATION.

(2) In the majority of jurisdictions, a person may DISAFFIRM a contract on the grounds of infancy at ANYTIME after formation.

(3) In a minority of jurisdictions, the minor will be liable to make RESTITUION for any dimunition to the value of the chattel caused by their use.

(4) Some states do not allow this defense where the minor intentionally MISREPRESENTED their age.

(5) This defense makes a contract VOIDABLE.

Hint 10

KEY WORDS:
(1) Minor
(2) Time
(3) Formation
(4) Disaffirm
(5) Anytime
(6) Restitution
(7) Misrepresented
(8) Voidable

Front 11

NECESSITIES:

For which defenses are persons always liable for necessities, such as food & shelter?

Back 11

NECESSITIES:

(1) Infancy
(2) Intoxication
(3) Lack of mental capacity

Hint 11

[3 defenses: IIM}

Front 12

DEFENSE (LACK OF CAPACITY):

(1) When should a party use the defense of lack of mental capacity?

(2) Does this make the contract void or voidable?

Back 12

DEFENSE (LACK OF CAPACITY):

(1) The defendant LACKED the mental capacity to APPRECIATE the CONSEQUENCES of the TRANSACTION at issue at the TIME it was made.

(2) This defense makes a contract VOIDABLE.

Hint 12

KEY WORDS:
(1)Lacked
(2)Appreciate
(3)Consequences
(4)Transaction
(5)Time
(6)Voidable

Front 13

DEFENSE (Duress):

(1) When should a party use the defense of duress?

(2) Void or voidable?

Back 13

DEFENSE (DURESS):

(1) When it can be shown that the PARTY BENEFITTING from the CONTRACT actually CAUSED the DURESS (serious threat to life, limb, or property).

(2) This makes a contract VOIDABLE.

Hint 13

KEY WORDS:
(1) Party
(2) Benefiting
(3) Caused
(4) Duress
(5) Voidable

Front 14

DEFENSE (UNCONSCIONABIITY):

When should a party use the defense of unconscionability?

Back 14

DEFENSE (UNCONSCIONABILITY):

(1) When a contract is EXTREMELY ONE-SIDED at the TIME of its making because one party has SIGNICANTLY greater BARGINING POWER over the over.

(2) Also, when the party CANNOT use the defense of DURESS.

Hint 14

KEY WORDS:
(1)Extremely
(2) One-sided
(3)Time
(2)Significantly
(3)Bargaining Power
(4) Cannot
(5) Duress

Front 15

REMEDIES (UNCONSCIONABILITY):

Define court remedies for unconscionability.

Back 15

REMEDIES (UNCONSCIONABILITY):

(1) Void the entire contract.
(2) Void the offending clause.
(3) Rewrite the offending clause, so that the contract is fair.

Hint 15

[3 remedies]

Front 16

MIRROR IMAGE RULE:

Describe the mirror image rule.

Back 16

MIRROR IMAGE RULE:

Rule states that an offer must be ACCEPTED EXACTLY WITHOUT MODIFICATIONS. An attempt to accept the offer on different TERMS instead creates a counter-offer, and this constitutes a rejection of the original offer.

Hint 16

KEY WORDS:
(1)Accepted
(2)Exactly
(3)Without
(4) Modifications
(5) Terms

Front 17

MIRROR IMAGE RULE:

Does the mirror image rule apply to merchants?

Back 17

MIRROR IMAGE RULE:

No.

Front 18

CONSIDERATION:

What is consideration?

Back 18

CONSIDERATION:

SOMETHING of VALUE given by one PARTY to INDUCE PERFORMANCE by another PARTY.

Hint 18

KEY WORDS:
(1)Something
(2) Value
(3)Induce
(4) Performance
(5) Party

Front 19

STATUTE OF FRAUDS:

What does the statute of frauds state?

Back 19

STATUTE OF FRAUDS:

That some AGREEEMENTS are not ENFORCEABLE in a COURT of law unless they are in WRITING and SIGNED by the party DENYING the AGREEMENT.

Hint 19

KEY WORDS:
(1) Agreements
(2) Enforceable
(3) Court
(4) Writing
(5) Signed
(6) Denying

Front 20

STATUTE OF FRAUDS:

Which contracts are covered by the statue of frauds?

Back 20

STATUTE OF FRAUDS:

(1)Contracts made by the EXECUTOR of an estate who PROMISES to PAY the DEBT of decedent.
(2)A contract to PAY the DEBT of another.
(3)Any contract for the SALE of goods (not services!) for $500 or more.
(4)Any contract for the sale of an INTEREST in LAND.
(5)Contracts for which MARRIAGE is consideration.

Hint 20

KEY WORDS:
(1) Executor
(2) Promises
(3) Pay
(4) Debt
(5) Sale
(6) Interest
(7) Marriage

Front 21

STATUTE OF FRAUDS:

When will the statute of frauds be waived as a defense?

Back 21

STATUTE OF FRAUDS:

If it is not raised.

Front 22

CONFIRMING MEMORANDUM RULE:

What does the merchant's confirming memo rule state?

Back 22

CONFIRMING MEMORANDUM RULE:

A MEMO CONFIRMING the sale of goods is ENFORCEABLE if it is sent within a REASONABLE time, OUTINING the terms of the contract, and signed by the SENDER. The recipient has TEN days to OBJECT in WRITING or is bound by the memo.

Hint 22

KEY WORDS:
(1) Memo
(2) Confirming
(3) Enforceble
(5) Reasonable
(6) Outlining
(7) Sender
(8) Ten
(9) Object
(10) Writing

Front 23

PAROL EVIDENCE RULE:

What does the parol evidence rule state?

Back 23

PAROL EVIDENCE RULE:

If an AGREEMENT is completely INTEGRATED, then no WRITING made PRIOR to the agreement or any ORAL agreement made PRIOR to or CONTEMPORANEOUS with the agreement will be admitted to ALTER OR VARY the terms of the AGREEMENT.

Hint 23

KEY WORDS:
(1)agreement
(2)integrated
(3) writing
(4) prior
(5) oral
(6) contemporaneous
(7) alter
(8) vary

Front 24

ANTICIPATORY REPUDIATION:

What is the anticipatory repudiation?

Back 24

ANTICIPATION REPUDIATION:

When one party to an EXECUTORY contract INDICATES to the the party, through WORDS or BEHAVIOR, that he or she has no INTENTION of PERFORMING once the date of performance arrives.

Hint 24

KEY WORDS:
(1) Executory
(2) Indicates
(3) Words
(4) Behavior
(5) Intention
(6) Performing

Front 25

DOCTRINE OF ADEQUATE ASSURANCES:

Articulate the doctrine of adequate assurances?

Back 25

DOCTRINE OF ADEQUATE ASSURANCES:

One party may DEMAND WRITTEN assurances of PERFROMANCE from the other grounds for INSECURITY arise.

Hint 25

KEY WORDS:
(1) Demand
(2) Written
(3) Performance
(4) Reasonable
(5) Insecurity

Front 26

ANTICIPATORY REPUDIATION:

When there is anticipatory repudiation, what remedies are available to the non-repudiating party at common law?

Back 26

ANTICIPATORY REPUDIATION:

(1) SUE immediately
(2) Consider it offer to RESCIND.
(3) SUSPEND performance & wait to SUE on performance date.
(4) URGE repudiating party to RETRACT.

Hint 26

[3 remedies]
(1) Sue
(2) Rescind
(3) Suspend
(4) Urge
(5) Retract

Front 27

ANTICIPATORY REPUDIATION (ART. II):

When there is anticipatory repudiation, what remedies are available under Art. II?

Back 27

ANTICIPATORY REPUDIATON (ART.11):

(1) AWAIT peformance for a "COMMERCIALLY REASONABLE" time.
(2) Resort to REMEDIES for BREACH.
(3) SUSPEND own performance.

Hint 27

KEY WORDS:
(1) Await
(2) Remedies
(3) Suspend

Front 28

ANTICIPATORY REPUDIATION:

Until when may a repudiation be retracted?

Back 28

ANTICIPATORY REPUDIATION:

Until the TIME of PERFORMANCE.

Hint 28

KEY WORDS:
(1) Time
(2) Performance

Front 29

DAMAGES:

What are the three types of contractual damages?

Back 29

DAMAGES:

(1) Expectation - receives profits
(2) Incidential - damages inccurred while mitigating damages
(3)Consequential - foreseeable damages created by the breach

Hint 29

KEY WORDS:
(1) Expectation
(2) Incidental
(3) Consequential

Front 30

DAMAGES (LIQUIDATED CLAUSE):

What is a liquidated damages clause?

Back 30

DAMAGES (LIQUIDATED CLAUSE):

Provides for a CERTAIN amount of DAMAGES in the event of a BREACH.

Hint 30

KEY WORDS:
(1) Certain
(2) Damages
(3) Breach

Front 31

DAMAGES (LIQUIDATED CLUASE):

When is a liquidated damages clause enforceable?

Back 31

DAMAGES (LIQUIDATED CLAUSE):

When the party seeking enforcement can show: (1) Damages were DIFFICULT to ESTIMATE at the TIME the contract was formed; (2) the AMOUNT agreed to is REASONABLE FORECAST of what the damages would be.

Hint 31

KEY WORDS:
(1)Difficult
(4)Estimate
(3) Time
(4) Amount
(5) Reasonable Forecast

Front 32

DAMAGES (LIQUIDATED CLAUSE):

When will a liquidated damages clause be struck down?

Back 32

DAMAGES (LIQUIDATED CLAUSE):

A COURT finds it is PUNITIVE.

Hint 32

KEY WORDS:
(1) Court
(2) Punitive

Front 33

EXCUSE (IMPRACTICABILITY):

What is the excuse of impracticability?

Back 33

EXCUSE (IMPRACTICABILITY):

Describes a situation where PERFORMANCE is POSSIBILE, but that it now places UNDUE and UNEXPECTED HARDSHIP on party from whom PERFORMANCE is expected.

Hint 33

KEY WORDS:
(1) Performance
(2) Possible
(3) Undue
(4) Unexpected
(5) Hardship

Front 34

EXCUSE (IMPOSSIBILITY):

What is the excuse of impossibility?

Back 34

EXCUSE (IMPOSSIBILITY):

Describes a situatuion where the performance is OBJECTIVELY IMPOSSIBLE.

Hint 34

KEY WORDS:
(1) Objectively
(2) Impossible

Front 35

EXCUSE (FRUSTRATION OF PURPOSE):

What is the excuse of frustration of purpose?

Back 35

EXCUSE (FRUSTRATION OF PURPOSE):

Describes the situation where performance is POSSIBILE, but there is NO POINT in performing. Both parties KNEW of the contract and the event that frustates performance is UNFORESEEN.

Hint 35

KEY WORDS:
(1) Possible
(2) No
(3) Point
(5) Knew
(4) Unforeseen

Front 36

DEFINITIONS (ACCORD + SATISFACTION):

What is accord and satisfaction?

Back 36

DEFINITIONS (ACCORD + SATISFACTION):

A WAY in which a party will RELEASE another from his ORIGINAL contractual DUTIES by ACCEPTING SOMETHING other than that for which the party ENTERED into the contract.

Hint 36

KEY WORDS:
(1) Way
(2) Released
(2) Original
(3) Duties
(4) Accepting
(4) Something
(5) Entered

Front 37

PAROL EVIDENCE RULE:

(1) What is the general exception to the parol evidence rule?

(2) What are specific examples of this?

Back 37

PAROL EVIDENCE RULE:

(1) Evidence is admissible to show that no valid contact exists.

(2) Illegality, duress, fraud, mistake, lack of consideration.