Rb - Contracts

Front 1

AFTPRET

Back 1

Armadillos From Texas Play Rap Eating Tacos =
Applicable Law, Formation, Terms, Performance, Remedies, Excuses, Third Party Problems

Front 2

Common Law/UCC Distinctions:
Option Contracts

Back 2

CL: KSN Necessary

UCC: Signed writing by a merchant

Front 3

Common Law/UCC Distinctions:
Modification

Back 3

CL: KSN necessary, "Pre existing duty rule"

UCC: KSN not necessary

Front 4

Common Law/UCC Distinctions:
Interpretation

Back 4

CL: Strictly interpreted according to its terms

UCC: Liberally interpreted based on COP, COD, CU

Front 5

Common Law/UCC Distinctions:
Impossibility

Back 5

CL: Objective impossibility or frustration of purpose

UCC: Commercial impracticability (unforeseeable supervening event)

Front 6

Common Law/UCC Distinctions:
Purpose

Back 6

CL: determine whether a K has been made and what are the resulting legal obligations

UCC: To liberalize (de-technicalize) important branches of commercial law.

Front 7

Common Law/UCC Distinctions:
Basic Distinction

Back 7

CL: Complexity & variation

UCC: Simplicity & Uniformity

Front 8

UCC Applies + Merchants

Back 8

"The UCC governs the sale of goods. Here we have goods because..."
"In Addition, the UCC has special rules applicable to merchants. Here we have merchants because..."

Front 9

Offer

Back 9

An offer requires
(1) a manifestation of a present intent to contract demonstrated by a promise, undertaking, or commitment
(2) Definite and Certain terms, AND
(3) Communicated to an identified offeree.
(it creates the power of acceptance)

Front 10

Output Contract

Back 10

An output K exists where the seller commits to sell ALL the goods it produces to the buyer. Such contracts are valid even though NO specific QUANTITY is mentioned or accepted by the offeree.

Front 11

Output K - UCC Requirements

Back 11

UCC requires that the quantity be set in GF, not be unreasonably disproportionate to any stated estimate or any normal prior output or requirements.

Front 12

Detrimental Reliance
(Option K)

Back 12

Where the offeror reasonably expects the offeree will rely to her detriment on the offer, the offer will be held IRREVOCABLE as an option K for a reasonable period of time (or the time agreed).

Front 13

Acceptance

Back 13

A manifestation of assent to the terms of an offer in the manner prescribed or authorized by the offer.
"_____ clearly evidenced an intent to accept by..."

Front 14

Mailbox Rule

Back 14

An acceptance is effective upon dispatch, while a revocation is effective upon receipt.

Front 15

Consideration

Back 15

KSN requires a bargained for exchange between parties involving legal value.

Not past or moral KSN or illusory promises.

Front 16

KSN Substitutes

Back 16

Promissory Estoppel or Detrimental Reliance are KSN substitutes

Front 17

S.O.Frauds
(A Defense to Formation)

Back 17

Under the SOF, certain agreements must be evidenced by a writing signed by the party sought to be bound.

Front 18

Is this K within the SOF?

Back 18

Marriage,
1 Yr,
Land (not leases under a year),
Executor,
Goods - UCC requires a K for the sale of goods over $500 be in writing,
Suretyship (main purpose exception)

Front 19

Material Breach

Back 19

A breach may be deemed either material or minor, A breach of K is material if the promisee does not receive a substantial benefit of the bargain as a result of the breach.

Front 20

Minor Breach

Back 20

A breach is minor if the obligee obtains a substantial benefit of her bargain despite the obligor's defective performance.

Front 21

Firm Offer Rule (merchant)

Back 21

Under the firm offer rule, an offer by a merchant to buy or sell goods in a signed writing, that, by its terms, gives assurances that it will be held open is not revocable for lack of KSN for the time stated, or at least a reasonable time, not to exceed 3 months. Applies only between merchants.

Front 22

Parol Evidence Rule

Back 22

Where the parties express their agreement in a final writing, other written or oral expressions made prior to or contemporaneous with the writing are INADMISSIBLE to VARY the terms of the writing. But they may be used to explain...

Front 23

Express Conditions

Back 23

Express conditions must be STRICTLY COMPLIED with and COMPLETE PERFORMANCE is required.

Front 24

K Modification (CL)

Back 24

Modification of a K requires KSN.
Ex: "Time of Essence" later added would need separate KSN.

Front 25

Excuse of Impossibility

Back 25

Contractual duties will be discharged where it has become impossible to perform. Occurrence of an unanticipated or extraordinary event may make contractual duties impossible to perform.
The imposs must, however, be objective meaning the duties cannot be performed by anyone.

Front 26

Excuse of Impracticability

Back 26

Modern courts will discharge contractual duties where performance has become impracticable.
Impracticability is found when the party under a duty to perform has encountered EXTREME and UNREASONABLE difficulty and expense that was UNANTICIPATED.
Where there are other reasonable, uncostly alternatives and the difficulty SHOULD have been anticipated, the doctrine will not apply to discharge the duties.

Front 27

Excuse of Frustration of Purpose

Back 27

Frustration of K exists if the purpose has become valueless because of some supervening event not the fault of the party seeking discharge.
There must be a supervening event that the parties did not foresee which destroys the purpose of the K.
ex: unusually heavy rains = foreseeable

Front 28

K Remedies

Back 28

Compensatory Damages
Consequential Damages
Certainty Rule
Duty to Mitigate
Quasi K

Front 29

Compensatory Damages

Back 29

where the breach is minor, the remedy is an award of damages sufficient to compensate for defective performance.
Where benefit of bargain is received, that would be the K price.

Front 30

Consequential Damages

Back 30

Conseq damages must be foreseeable at the time the parties enter the K.

Front 31

K Remedies: Certainty Rule

Back 31

PL must also prove that losses suffered were certain in their nature, not speculative.

Front 32

K Remedies: Duty to Mitigate

Back 32

The non-breaching pty is under a duty to mitigate damages. (ie, to sell the house)

Front 33

K Remedies: FUCCD

Back 33

Foreseeable, unavoidable, certain and definite, causation

Front 34

Quasi-K Remedy

Back 34

Where a K fails, the non-breaching pty may recover in quasi k to prevent unjust enrichment of one of the parties.

Front 35

Excuse of Condition by Hindrance

Back 35

Wrongful prevention of performing a contract term will excuse performance.

Front 36

Valid K?

Back 36

"_____'s rights and remedies depend on whether there was a valid K entered into between the parties."
"A contract requires mutual assent (offer and acceptance) and KSN."

Front 37

Mutual Assent: Offer

Back 37

An offer requires
1. a promise, undertaking, or commitment to enter a K.
2. certainty or definiteness of the essential terms, and
3. communication to the offeree.

Front 38

Offer

Back 38

An offer is a communication that creates a reasonable expectation in the offeree that the offeror is willing to enter into a K on the stated terms.

Front 39

Acceptance

Back 39

A manifestation of assent to the terms of an offer in a manner authorized by the offer.

Front 40

Parol Evidence Rule

Back 40

Where the parties to a K express their agreement in a final writing, other expressions made prior to or contemporaneously with writing are NOT admissible to vary the contract's terms.
But may be admissible to show the existence or non-existence of a valid K, or where not intended as a final expression of agreement (partial integration).

Front 41

UCC Merchant

Back 41

UCC Applies to the sale of goods.
The code defines "merchant" as one who regularly deals in goods of the kinds sold or otherwise by his profession holds himself out to have special knowledge or skills in the practices or goods involved.
Almost anyone can be deemed a merchant under UCC provisions dealing w/general biz practices.
Other UCC provisions are more narrow and require the person to be a merchant wrt "goods of the kind" involved in the subject transaction.

Front 42

Statute of Frauds
Goods $500+

Back 42

SOF requires certain Ks to be in writing and signed by the party to be charged.
Here, a contract for the sale of goods $500 or more must be in writing and signed by the party to be charged, because __________.

Front 43

Merchants Confirmatory Memo Rule
(MUST BE BETWEEN MERCHANTS!)

Back 43

In Ks between merchants, if one party sends the other party a written confirmation of the understanding within a reasonable amt of time, it will BIND THE RECIPIENT if he has REASON TO KNOW the confirmation's contents and DOES NOT OBJECT within 10 DAYS of receipt.

Front 44

UCC Modification
No KSN + GF

Back 44

Under the UCC, contract modifications made in good faith are binding without KSN.

Front 45

Anticipatory Repudiation

Back 45

A.R. occurs where the promisor, prior to the time set for performance, unquestionably indicates that she will not perform.

Front 46

Non-Repudiating Party's Options

Back 46

Reject the A.R. and await performance OR
Treat the A.R. as breach and sue immediately.

Front 47

Impossibility

Back 47

Contractual Duties will be discharged where it is objectively impossible to perform.

Front 48

Impracticability

Back 48

Where the circumstance that both parties assumed would not occur arises that that causes the seller's performance to become substantially more difficult, the seller will be discharged.

Front 49

Remedy of Specific Performance

Back 49

Inadequacy of Legal Remedy - where damages inadequate
Definite and Certain Terms
Feasibility of Enforcement
Mutuality of remedy/Performance
Defenses: Laches, Unclean Hands, Undue Hardship

Front 50

Implied Conditions

Back 50

Most courts will imply a condition of good faith and fair dealing in a K.

Front 51

Remedies - Employment Ks

Back 51

Standard for damages where employer has breached is FULL K PRICE.

Front 52

Wrongful Discharge

Back 52

An employer may be liable in tort for wrongful discharge of "at will" employees.
Public policy demands that an employee not be subject to a retaliatory firing for refusing to participate in conduct prohibited by law. (Recovery in Tort may include lost wages, emo distress, and punitives)

Front 53

Fired Ee's Duty to Mitigate Damages

Back 53

While a fired Ee has a duty to mitigate damages, an Ee need not take substantially different or inferior employment.
The Ee is under a duty to use reas care in finding a position of the same KIND, RANK, and GRADE in the same LOCALE.