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43 Cards in this Set
- Front
- Back
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Common Law |
Judge- made law, as distinguished from laws passed by legislature |
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Uniform Commercial Code (UCC) |
Model code on commercial transactions adopted by all states |
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Contract |
A promise or set of promises that are exchanged by parties that a court will enforce. A contract usually calls for one party to render a performance (or make a promise to perform) in exchange for the other party's return performance or promise |
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Promise |
A manifestation of intention to act or refrain from acting in a specific way, so made as to justify a promise in understanding that a commitment has been made The commitment is the promisor's pledge or assurance that he or she will perform in the way specified, and it is made to induce the promise into the contract |
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Requirements for a contract (6) |
Offer and Acceptance/Mutual assent Consideration/ legal detriment capacity (mental/legal ability) to contract Legality Consent Writing |
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Unilateral contracts |
A contract in which one party makes a promise that the other can accept by actually doing something |
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Bilateral Contract |
Both parties make a promise |
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Executory contract |
A contract is YET to be performed |
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Executed contract |
A contract has been performed |
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Valid Contract (4) |
Meets all legal requirements: Agreement consideration contractual capacity legality |
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Enforceable contract |
A contract meeting legal requirements that a court will enforce |
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Unenforceable contract |
Contract that meets the legal requirements but is unenforceable because of a rule e.g. writing |
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Voidable |
One or more parties has legal right to cancel the contract e.g. fraud and minority Agreement that creates no obligation |
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Express Contract |
A contracts terms are stated in words |
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Implied contract |
A contracts terms are wholly or partly inferred by conduct or the surrounding circumstances |
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Promissory Estoppel |
Under traditional contract law, a party's promise in enforceable only when a contract arises: Clear and unambiguous promise Reasonable and justifiable reliance Detrimental reliance (people rely on promises and later learn there is no contract) |
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Quasi Contract
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Are not contracts Imped contracts in law Prevent unjust enrichment Plaintiff gave some benefit to defendant The plaintiff reasonable expected to be paid for the defendant knew this |
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Offer |
A communication that gives the recipient the power to conclude a contract A statement is an offer (only if the person getting the offer reasonably interpret it as an offer |
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Primary test for offer |
Whether a communication is an offer is whether a person recieving the communication would believe that he to she could enter into an enforceable deal by satisfying the condition |
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Intent to contract (seriousness) |
Language of commitment- a specific transaction with a specific person Reasonable definiteness- Quality, quantity, price and terms |
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Definite and certain terms |
Material terms must be stated to determine certain damages: Subject matter Price Quantity Quality |
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Reasonable definiteness of terms |
Accepted as reasonably definite: As soon as possible About More or less Approximately Not accepted as reasonable definite: My fair share of profits |
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Definiteness and Uniform Commercial Code |
U.C.C., article 2- sales of goods Goods and moveable, tangible objects Usually involving merchants Sometimes, U.C.C. allows indefinite contracts to stand |
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U.C.C.- Open terms |
Under ucc, if there are open terms, the contract does not fail for lack of definiteness if there is: An intention to contract and A reasonable certain basis for a remedy |
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U.C.C.- Gap filler provisions |
Open price- reasonable price (Market value, Neutral expert) Output and requirements- neither have exact quantity (Parties must act in good faith) |
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Conditional promise |
Means a person promises something IF the other person either returns a promise or does and act |
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What is not a offer? |
Statements of opinions Statements of intention Negotiations Price Quotes Advertisements:Unless language of commitment Jest or Anger Form Letters |
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Termination of offer |
Lapse in time Revocation Rejections or counteroffer Death Incapacity |
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Termination by revocation |
Offer can be terminated by the offeror at anytime before acceptance even though they promised not to |
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Notification of Revocation |
Notify offeror that offer withdrawn No special notice needed Effective when recieved |
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Temporarily irrevocable
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Irrevocable offer- option contract Promissory estoppel- reasonable reliance U.C.C. firm offer rule |
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Termination by rejection |
-Offeree voices intention not to contract -Failure to agree of all terms is rejection and counter offer -Request for information is not rejection |
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Acceptance
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- An acceptance is an exercise of the power to conclude a contract given to an offeree by the offeror -Acceptance creates an obligation -Only a person to whom the offer is made can accept |
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Mirror Image rule |
An offer must be accepted exactly with no modifications. The offeror is the master of one's own offer |
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U.C.C and battle of the forms |
-An acceptance that adds ADDITIONAL OR DIFFERENT terms will often create a contract -Unless there is insistence on own terms in offer OR additional terms materially alter the original offer |
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U.C.C. different terms |
-When terms contradict, there is still a valid contract but the the terms cancel each other out -Gap filler terms are used |
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Acceptance of bilateral offer |
-Return promise: Word expressing assent -Communication of those words to offeror -Act indication assent |
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Acceptance of unilateral offer
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Traditional- complete performance Modern- Substantial performance |
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Method and means of acceptance
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Traditional view: Offeror specifies how the acceptance can occur Modern trend: Reasonable method |
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Silence as acceptance
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A contract is formed by silence if: -The offeror has given the offer reason to believe that the offer can be accepted by silence, -The offeree has remained silent - And the offeree intended to accept by silence |
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Notice of acceptance |
If the offer is a bilateral contract, the offeree must give notice of acceptance |
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Mailbox rule |
an acceptance is valid when posted (mailed) as soon as it is put in the mailbox |
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Consideration Concepts |
-legal value -Measurable value -Bargained for exchange Exchange of act of promise |
