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37 Cards in this Set

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DEFINITIONS (CONTRACTS):

Articulate the difference between bilat and unilat contract.
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.
KEY WORDS FOR BILAT:
(1)Binding
(2)Mutual
(3)Promise
KEY WORDS FOR UNILAT:
(1) Completion
(2) Task
(2) Moment
DEFINITIONS (CONTRACT):

Define an option contract.
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.
KEY WORDS:
(1) Suspends
(2) Power
(3) Revoke
(4) Consideration
MAILBOX RULE:

Explain the "Mailbox Rule"
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.
KEY WORDS:
(1)Contract
(2)Formed
(3)Bound
(4) When
(5)Posts
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?
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.
KEY WORDS:
(1) Invoked
(2) Both
(3) Same
(4) Factual
(5) Material
(6) Voidable
DEFENSE (MISTAKE):

(1) What is a unilateral mistake?

(2) When should a party use the defense of unilat mistake?
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.
KEY WORDS
(1)One
(2)Party
(3)Enormous
(4)Realized
(5) Voidable
DEFENSE (AMBIGUITY):

When should a party use the defense of ambiguity?

(2) What is the effect?
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.
KEY WORDS:
(1)Term
(2)Two
(3)Proper
(4)Intends
(5) Void
DEFENSE (FRAUD IN THE FACTUM):

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

(2) Is the agreement void/voidable?
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.
KEY WORDS:
(1) Fraud
(2) Nature
(3) Contract
(4) Void
DEFENSE (FRAUD IN THE FACTUM):

When should a party use the defense of fraud in the inducement? Void or voidable?
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.
KEY WORDS:
(1)Misled
(2)Quality
(3)Receives
(4)Consideration
(5)Voidable
DEFENSE (INTOXICATION):

(1) What must a party show to claim intoxication as a defense?
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.
KEY WORDS:
(1) Only
(2) Knew
(3) Intoxicated
(4) Time
(5) Voidable
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?
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.
KEY WORDS:
(1) Minor
(2) Time
(3) Formation
(4) Disaffirm
(5) Anytime
(6) Restitution
(7) Misrepresented
(8) Voidable
NECESSITIES:

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

(1) Infancy
(2) Intoxication
(3) Lack of mental capacity
[3 defenses: IIM}
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?
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.
KEY WORDS:
(1)Lacked
(2)Appreciate
(3)Consequences
(4)Transaction
(5)Time
(6)Voidable
DEFENSE (Duress):

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

(2) Void or voidable?
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.
KEY WORDS:
(1) Party
(2) Benefiting
(3) Caused
(4) Duress
(5) Voidable
DEFENSE (UNCONSCIONABIITY):

When should a party use the defense of unconscionability?
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.
KEY WORDS:
(1)Extremely
(2) One-sided
(3)Time
(2)Significantly
(3)Bargaining Power
(4) Cannot
(5) Duress
REMEDIES (UNCONSCIONABILITY):

Define court remedies for unconscionability.
REMEDIES (UNCONSCIONABILITY):

(1) Void the entire contract.
(2) Void the offending clause.
(3) Rewrite the offending clause, so that the contract is fair.
[3 remedies]
MIRROR IMAGE RULE:

Describe the mirror image rule.
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.
KEY WORDS:
(1)Accepted
(2)Exactly
(3)Without
(4) Modifications
(5) Terms
MIRROR IMAGE RULE:

Does the mirror image rule apply to merchants?
MIRROR IMAGE RULE:

No.
CONSIDERATION:

What is consideration?
CONSIDERATION:

SOMETHING of VALUE given by one PARTY to INDUCE PERFORMANCE by another PARTY.
KEY WORDS:
(1)Something
(2) Value
(3)Induce
(4) Performance
(5) Party
STATUTE OF FRAUDS:

What does the statute of frauds state?
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.
KEY WORDS:
(1) Agreements
(2) Enforceable
(3) Court
(4) Writing
(5) Signed
(6) Denying
STATUTE OF FRAUDS:

Which contracts are covered by the statue of frauds?
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.
KEY WORDS:
(1) Executor
(2) Promises
(3) Pay
(4) Debt
(5) Sale
(6) Interest
(7) Marriage
STATUTE OF FRAUDS:

When will the statute of frauds be waived as a defense?
STATUTE OF FRAUDS:

If it is not raised.
CONFIRMING MEMORANDUM RULE:

What does the merchant's confirming memo rule state?
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.
KEY WORDS:
(1) Memo
(2) Confirming
(3) Enforceble
(5) Reasonable
(6) Outlining
(7) Sender
(8) Ten
(9) Object
(10) Writing
PAROL EVIDENCE RULE:

What does the parol evidence rule state?
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.
KEY WORDS:
(1)agreement
(2)integrated
(3) writing
(4) prior
(5) oral
(6) contemporaneous
(7) alter
(8) vary
ANTICIPATORY REPUDIATION:

What is the anticipatory repudiation?
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.
KEY WORDS:
(1) Executory
(2) Indicates
(3) Words
(4) Behavior
(5) Intention
(6) Performing
DOCTRINE OF ADEQUATE ASSURANCES:

Articulate the doctrine of adequate assurances?
DOCTRINE OF ADEQUATE ASSURANCES:

One party may DEMAND WRITTEN assurances of PERFROMANCE from the other grounds for INSECURITY arise.
KEY WORDS:
(1) Demand
(2) Written
(3) Performance
(4) Reasonable
(5) Insecurity
ANTICIPATORY REPUDIATION:

When there is anticipatory repudiation, what remedies are available to the non-repudiating party at common law?
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.
[3 remedies]
(1) Sue
(2) Rescind
(3) Suspend
(4) Urge
(5) Retract
ANTICIPATORY REPUDIATION (ART. II):

When there is anticipatory repudiation, what remedies are available under Art. II?
ANTICIPATORY REPUDIATON (ART.11):

(1) AWAIT peformance for a "COMMERCIALLY REASONABLE" time.
(2) Resort to REMEDIES for BREACH.
(3) SUSPEND own performance.
KEY WORDS:
(1) Await
(2) Remedies
(3) Suspend
ANTICIPATORY REPUDIATION:

Until when may a repudiation be retracted?
ANTICIPATORY REPUDIATION:

Until the TIME of PERFORMANCE.
KEY WORDS:
(1) Time
(2) Performance
DAMAGES:

What are the three types of contractual damages?
DAMAGES:

(1) Expectation - receives profits
(2) Incidential - damages inccurred while mitigating damages
(3)Consequential - foreseeable damages created by the breach
KEY WORDS:
(1) Expectation
(2) Incidental
(3) Consequential
DAMAGES (LIQUIDATED CLAUSE):

What is a liquidated damages clause?
DAMAGES (LIQUIDATED CLAUSE):

Provides for a CERTAIN amount of DAMAGES in the event of a BREACH.
KEY WORDS:
(1) Certain
(2) Damages
(3) Breach
DAMAGES (LIQUIDATED CLUASE):

When is a liquidated damages clause enforceable?
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.
KEY WORDS:
(1)Difficult
(4)Estimate
(3) Time
(4) Amount
(5) Reasonable Forecast
DAMAGES (LIQUIDATED CLAUSE):

When will a liquidated damages clause be struck down?
DAMAGES (LIQUIDATED CLAUSE):

A COURT finds it is PUNITIVE.
KEY WORDS:
(1) Court
(2) Punitive
EXCUSE (IMPRACTICABILITY):

What is the excuse of impracticability?
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.
KEY WORDS:
(1) Performance
(2) Possible
(3) Undue
(4) Unexpected
(5) Hardship
EXCUSE (IMPOSSIBILITY):

What is the excuse of impossibility?
EXCUSE (IMPOSSIBILITY):

Describes a situatuion where the performance is OBJECTIVELY IMPOSSIBLE.
KEY WORDS:
(1) Objectively
(2) Impossible
EXCUSE (FRUSTRATION OF PURPOSE):

What is the excuse of frustration of purpose?
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.
KEY WORDS:
(1) Possible
(2) No
(3) Point
(5) Knew
(4) Unforeseen
DEFINITIONS (ACCORD + SATISFACTION):

What is accord and satisfaction?
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.
KEY WORDS:
(1) Way
(2) Released
(2) Original
(3) Duties
(4) Accepting
(4) Something
(5) Entered
PAROL EVIDENCE RULE:

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

(2) What are specific examples of this?
PAROL EVIDENCE RULE:

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

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