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22 Cards in this Set
- Front
- Back
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Contract - Def & Reqs
1 |
→ vol agreement b/w 2 or more people by which obls are created, modified, & extinguished
• Requirements→ capacity, consent, lawful cause, & lawful object • Dissovled by mutual consent and for legal grounds |
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Contracts - Types
2 |
➢ Unilateral K→ one party incurs an obl. Bilateral K→ both parties bind themselves reciprocally
➢ Onerous K→ obl’or binds himself to benefit himself. Gratuitous K→ obl’or binds himself to benefit obl’ee ➢ Principal K→ secured by accessory K. Accessory K→ provides security for performance of another obl ➢ Nominate K→ special designation Innominate K→ no special designation ➢ Commutative K→ performance of 1 party is correlative to performance of the other party ➢ Aleatory K→ performance or extent of performance for one party depends on an uncertain event • Diff b/w aleatory K & suspensive condition→ w/an aleatory K, only one person’s performance or extent of performance is uncertain. Exs: (1) Ins K (2) I K w/aunt to move in and live w/me for the rest of her life |
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Contracts - Capacity
3 |
➢ Capacity→ all persons have capacity except (1) unemancipated minors (2) interdicts & (3) persons deprived of reason (PDR) at time of K-ing. Party lacking capacity may rescind b/c relatively null
• BUT minors have capacity IF other party reasonably relies on minor’s representation of majority • Cant rescind if K is for something related to minor’s business or necessary for their support or education • PDR- Onerous-rescind only if other party knew/should have of incapacity Gratuitous- no knowledge req |
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Contracts - Consent
4 |
→ manifested by offer and acceptance
• If certain form is req for K – Offer and Acceptance need to be in the same form • Offer→ must be serious and indicative of intent to be bound (not invitation to bargain) • Rev Offer – rev must be received before accept Irrev – irrev for period specified or reasonable time • Rev Offer – expires if not accept w/in reasonable time Irrev – not accept w/in period of irrevocability • Acceptance→ offeror is master of his offer, so must be accepted how he requires • An acceptance not in accord w/terms of the offer is a counteroffer (mirror image rule) • Rev Offer – accept when offeree transmit by req manner or reasonable Irrev – Offeror receives it • Offers of Reward to the Public are (1) Binding on offeror even if person who performs requested act doesn’t know of offer (2) Revocable only by same or equal means used for the offer & (3) If multiple people perform, reward goes to person who gives offeror notice first |
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Contracts - Cause
5 |
→ reason why a party obligates himself
• If gratuitous (other-oriented)→ must be in authentic act to be binding • If onerous (self-oriented)→ can be binding w/o heightened formality of an authentic act |
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Contracts - Detrimental Reliance
6 |
– A promisor can be obligated under this doctrine if three criteria are met:
• The promisee relied on the promise to her detriment • The promisor knew or should have know that the promise would so rely; and • The promise was reasonable in so relying |
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Contracts - Object
7 |
→ subject matter of the K; performance which will be rendered
• Parties free to K for any object that is lawful, possible, & determined or determinable |
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Contracts - Pomesse de Porte Fort
8 |
→ K the object of which is an act done by 3dP.
• Original obl’or is bound until 3dP binds himself |
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Contracts - Stipulation Pour Autrie (3dP beneficiary)
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→ party may stipulate a benefit for a 3dP
• 3dP and stipulator can compel performance against Promisor |
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Vices of Consent
10 |
Error, Fraud, & Duress
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Vices of Consent - Error
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Bilateral Error→ Consent is vitiated if both parties are in error; can reform
• Unilateral Error→ 1 party is in error. Error vitiates that person’s consent if: • It concerns a principal cause w/o which the obl wouldn’t have been incurred AND • Other party had actual/constructive knowledge of the cause (not the error) • Party likely can’t rescind K based on error if he could’ve discovered the error if he had read the K |
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Vices of Consent - Fraud
12 |
• Elements of Fraud→ (1) other party misrepresented/suppressed/omitted info (2) the party’s I in doing so was to obtain an unjust advantage or cause inconvenience to the other party & (3) the fraud related to a circumstance that substantially influenced his consent to the K (dam / atty fees)
• Exception→ fraud doesn’t vitiate consent if party could’ve ascertained truth w/o difficulty or special skill UNLESS a relationship of confidence has reasonably induced party to rely on other’s assertions • Fraud need not concern a principal cause, as long as it reasonably induced consent.; reliance on fraud • Fraud result from silence/inaction (gen. only allowed when there was a duty to speak b/c harsh rule) • Fraud by 3dP –vitiates if non defrauding party knew or should have known. |
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Vices of Consent - Duress
13 |
• Duress→ one party (or both) didn’t want to enter into K, but his will was overcome (dam / atty fees)
• Need to be of nature to cause reas fear and considerable injury to a party’s person, prop, or rep • Duress by 3dP – no knowledge requirement |
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Interpretation of Ks
14 |
→ the determination of the common I of the parties
• If wds of K are clear & explicit & don’t lead to absurd consequences, no further interpretation may be made in search of the parties I • Meaning of Wds→ wds are to be given their generally prevailing meaning ; prefer rendering K effective • When parties intend a K w/general scope but, to eliminate doubt, include a provision describing a specific situation, interpretation shouldn’t restrict the scope of the K to that sole situation • If doubts can’t o/w be resolved, interpret K a/g party who furnished it • If still can’t resolve doubt, interpret K a/g obl’ee & in favor of obl’or |
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Nullity of K
15 |
→ a K is null is requirements for its formation are not met
• Absolutely Null if violates public policy. Can’t be confirmed. Any party/ct may invoke. Imprescriptible • Relatively Null if violates a rule intended for protection of a private party • Can be confirmed. May be invoked only by party whom the rule protects • Action to rescind Rxs 5yrs from time ground for nullity ceased or was discovered • “ceased”→ incapacity or duress (shorter b/c always known) • “discovered”→ error or fraud |
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Remedies Upon Breach - Specific Performance
16 |
→ available for obs to deliver a thing, not to do an act, or to execute an instrument
• Discretionary with the court if it is for an ob to do a thing |
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Remedies Upon Breach - Damages
17 |
→ measured by loss sustained & profit deprived. Parties may contractually modify liability
• BUT can’t exclude/limit liability for→ (1) I’al/gross fault that causes damage to the other party OR (2) causing physical injury to the other party • GF O’or – liable for dam that were reasonably foreseeable when K made • BF O’or (intent and malic fail to perform) - all dam that are direct consequence of his fail to perform • Parties may stipulate damages (obviates necessity of proving damages, but still have to prove breach) • Obl’ee may demand either specific performance or stipulated damages but not both, unless the stipulated damages are purely delay damages • Ct may not modify stipulated damages unless they’re so unreasonable as to be a/g public policy • Stipulated damages may be reduced by any benefit conferred on the obl’ee • Nonpecuniary Damages – can be recovered if: • (1) Contract b/c of its nature was intended to gratify a nonpecun interest, and • (2) the O’or knew/should have that failure would cause this kind of loss • OR Intended to hurt or aggrieve obigee’s feelings |
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Dissolution
18 |
→ O’ee can request when O’or fails to perform
• Extrajudicial –express clause in K saying dissolve if not perform, or give notice to perf in reasonable time or else K will be dissolved, or dissolved with out notice if: evident that O’or wont perf or valueless to perf • Judicial – if above req aren’t met, ct will usually allow more time to perform • Effects – restored to position before the K was made. • Unavailable if: (1) O’or rendered substan part of perf & (2) unperf part doesn’t subst impair O’ee interest |
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Simulation
19 |
→ parties agree that K doesn’t express their true I. True I may be expressed in a counterletter
• Absolute→ parties intend K will have no effect (Has no effect b/w parties) • Relative→ parties intend K will produce a different effect than the one recited in K • Produces effect intended b/w parties if requirements for that effect are satisfied • Note→ both may produce effects as to 3dPs |
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Revocatory Action
20 |
→ Obl’ee may annul an act of an obl’or that causes/increases his insolvency & that occurred a/f the right of obl’ee arose
• A K made in obl’or’s regular course of business may not be annulled • Action Rxs 1 yr from obl’ee’s actual/constructive knowledge of the act (Peremptive period→ 3 yrs) |
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Oblique Action
21 |
→ If obl’or causes/increases his insolvency by failing to exercise a heritable right, the obl’ee may exercise it unless the right is strictly personal to obl’or
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Contracts - Conflicts of Law
22 |
→ generally, use “serious impairment,” which looks at (1) contacts to parties & transaction (2) nature, type, & purpose of K, (3) policies
EXCEPTIONS: • Form→ K is valid as to form if made in conformity w/ (1) law of state of making, performance, or parties’ common domicile or place of business OR (2) law governing substance of the K (except: if state whose law governs sub requires a certain form for pub pol that it must comply with that law) • Capacity→ person has capacity if he possesses that capacity under the law of either (1) state of domicile at time of making OR (2) State whose law is applicable to the K • Party Autonomy→ all other issues are governed by that law expressly chosen or clearly relied upon by the parties unless that law contravenes public policy of the state whose law would o/w be applicable • Ok to choose a law that doesn’t have any relationship w/the K or parties |
