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39 Cards in this Set
- Front
- Back
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Promisor |
The one who makes the promise |
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Promisee |
The one who is being promised |
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Breach |
Failure to properly perform contract |
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Unilateral contract |
Promisor makes a promise to provide something in exchange for performance |
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Bilateral contract |
Both promisor and promisee enter into an agreement where both make a promise |
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Express contracts |
When terms are stated by the parties |
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Implied contract |
When contract is inferred by activity Ex buying groceries |
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Executed contract |
When promises are completed immediately |
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Executory contract |
Promisee are not fulfilled immediately |
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Essential elements of a contract (4) |
Mutual assent Consideration Legality of object and performance Capacity |
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Promissory estoppel |
A promise is enforceable even without formal consideration, when the promisee relies on the promise, and gets burned for it |
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Quasi contract |
One party unjustly enriched at the expense of the other |
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Requirements of a valid offer (4) |
Communication to offeree Intent to enter contract Definiteness and certainty If no valid offer, purported accepted cannot great contract |
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Communication |
Made Authorized May only be accepted by offeree May be made to a group of offerees |
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Intent to enter into a contract |
Objective standard Advertisement Negotiations |
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Definiteness and certainty |
Common law: contract/offer must contain all material terms and must be definite and certain |
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Contract doesn't fail for indefiniteness if (2) |
Parties intended to make contract Reasonably certain basis for giving remedies |
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Offer may be terminated by (4) |
Passage of time Acts of offerer: revocation Acts of offeree: rejection, counteroffer Operation of law |
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Revocation of offer |
Unless offerer has made a binding promise to keep offer open, offerer can revoke any time before acceptance Revocation may be express or implied Revocation is effective when RECIEVED by offeree |
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Common law rule revocation |
An offer is revocable unless offerer received consideration in exchange for the promise to stay open |
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Firm offer elements |
Merchant Writing and signed by merchant Assurance that it will stay open Open for amount of time stated, but maximum 3 months No consideration required |
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What counts as assurance |
Definite language Will remain open/will not be withdrawn/is irrevocable NOT will expire on/you must reply by/if I do not hear from you |
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Written irrevocable offer |
Not merchant Buy or sell goods such as property, services Writing and signed Must state that offer is irrevocable No consideration Irrevocable for stated time period, or reasonable time No maximum time |
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Rejection of offer |
Expressed or implied Effective on receipt by offeree Terminates power to accept |
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Counteroffer |
If response adds or changes terms and expresses unwillingness to enter into contract on original terms, it is both a rejection and a new offer Terminates offer and power to accept, unless irrevocable Effective on receipt Offerer doesn't have to respond for offer to terminate Offeror can accept If no indication of unwillingness to accept original offer, original stays open |
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When is acceptance effective |
When sent by authorized means If sent by unauthorized means, only when recieved |
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Manner of acceptance for bilateral contract |
Definite promise-express or implied |
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Manner of acceptance for unilateral contract |
Accepted by performance |
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Elements of fraud (4) |
False representation of material fact Made with knowledge of falsity and Intent to deceive Reliance Detriment |
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False representation of fact |
Can be words or conduct May be concealment Silence not false representation unless duty to speak |
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Knowledge of falsity and intent to deceive (scienter) |
Intent can be presumed from knowledge Negligence is not fraud |
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Reliance |
Must be reasonable Must make reasonable efforts to discover the truth If other party learns the truth before entering transaction, not Reliance |
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Detriment |
Damag, injury |
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Remedies for fraud |
Rescission: rescind contract Restitution: return if benefits Both sides are returned to pre contract positions |
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Limitation on remedies |
Defrauded party loses right to rescind if after learning of fraud: Ratification Express or implied Delay in seeking to rescind |
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Undue influence |
Taking unfair advantage of relationship Ex: trustee, parent/child, spouses, attorney/client |
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Presumption in undue influence may be overcome with |
Full disclosure Adequate consideration Competent and independent advice |
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Two elements of consideration |
Legal sufficiency Bargained for exchange |
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Legal sufficiency |
Legal benefit to promisor Legal detriment to promisee |
