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42 Cards in this Set
- Front
- Back
UCC Rules
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Apply to any contracts for purchase and sale of goods (even if a consumer is involved)
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OFFER
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Objective manifestation by the offeror of a willingness to enter a bargain, creating the POWER OF ACCEPTANCE in the offeree (intent, content, communication of intent)
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Acceptance
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objective manifestation by the offeree of a willingness to be bound by the terms of the offer
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Termination of Offer (7 ways)
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1. Death of offeror/offeree
2. Revocation -- when? how? see revocation card 3. Rejection 4. Counteroffer 5. Lapse of Time 6. Destruction of Subject Matter 7. Supervening Illegality |
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Revocation
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When? at any time before it is accepted
EXCEPTIONS: Option Contract Merchant’s firm offer UCC 2.205 How? Direct revocation Indirect revocation - when offeree learns of facts that make it impossible for the offeree to accept the offer (i.e. when you learn that the item has been sold. |
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Consideration
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Bargained for legal detriment
a. actual transfer of something of value; b. promises to exchange something of value; c. legal detriment; and d. reliance of one party on the promise of another. |
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Gift Promise
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NEVER consideration, unless promissory estoppel applies
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Detrimental Reliance
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What offeree does to his detriment
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Promissory Estoppel
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What court imposes on offeror to prevent from reneging on offer to offeree
(No Consideration) |
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Solicitation of an offer
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Not an offer
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Revival of Offer
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Offer rejected; then re-offered - binds the offeror to the revived offer if offeree accepts within time frame
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Silent Acceptance
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NOT on the MBE -- not an acceptance of the offer.
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Perfect Tender Rule UCC 2-206
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Delivery of nonconforming goods constitutes acceptance and breach, UNLESS, accompanied by a written statement that the goods are offered as an "accommodation" (will always state accommodation in the answer/question)
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Accommodation in Perfect Tender Rule
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Becomes counteroffer
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Offers Requiring Performance
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-unilateral contract -- once performance has begun, offer is irrevocable (offeror is estopped from revoking the offer.
-preparation to perform does not constitute performance |
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Substitute for Consideration
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Detrimental Reliance and Promissory Estoppel -- Consideration is preferred way of making a contract binding; but fallback are DR and PE
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Gratuitous
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99% wrong answer choice on MBE
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Modification
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Subsequent agreement that changes the parties’ obligations under the terms of the original contract
AT COMMON LAW = requires consideration; UNDER UCC 2-209 = does not require consideration, but requires good faith |
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Preexisting Duty Rule
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If preexisting duty to do X under existing contract with you or another person, you can’t use the performance of that preexisting duty for consideration of another contract
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Mistake
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Mutual Mistake = going to the essence of the contract; is grounds for rescission by either party;
Unilateral Mistake = not grounds for rescission unless the non-mistaken party knew or should have known of the other’s mistake |
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Caveat Emptor
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ALWAYS a wrong answer on the MBE
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Assignment
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Assignments for consideration are irrevocable. Assignor warrants that the right assigned actually exists and is subject to no limitations or defenses.
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Anti-Assignment Clauses
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Anti-assignment clauses are generally unenforceable;
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Duties After Assignment
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If the obligee (the person who is supposed to pay) fails to pay the assignee the assignor must still pay.
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Delegation
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Delegation is the transfer to another of the burden of a contract. (Usually performance - for money).
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Anti-Delegation
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Anti-delegation clauses are always enforceable
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When is delegation ineffective?
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Absent an anti delegation clause, delegation is ineffective if the person entitled to receive the performance has a substantial interest either in having the original obligor perform OR in having the delegatee (obligor) not perform
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F.O.B. ___________
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FREE ON BOARD --> always followed by a place when the goods reach that place, the risk of loss shifts from the seller to the buyer. (equivalent to delivery taking place wherever F.O.B. indicates)
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Damages for Non-Conforming Goods
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Difference between the K price and the market value of the goods
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Implied in Fact Contract
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Made by conduct of parties when each party knows of the conduct of the other
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Contract to make will or leave will unchanged
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Enforceable if in writing
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Third Party Beneficiaries
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1. Party to Contract?
2. Does it appear that there was an intent to benefit the third party? 3. Is there a relationship between the contracting parties and the third party that might explain an intent to benefit?; i.e. 1) family or relationship of affection - donee, or 2) business relationship - creditor |
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Specific Performance
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Specific Performance = rare circumstances:
1. Breach of contract for purchase and sale of land 2. For rare/unique personal property |
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Remedy for Breach of Employment Agreement
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-- money damages NOT specific performance because involuntary servitude
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Condition Precedent
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Act or event other than the passage of time that must occur before a party is under a duty to perform a contract
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Can Conditions Precedent be waived?
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Can be waived by party benefiting; entitled to specific performance
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Infants/Minors Contracts
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Voidable, BUT parents are liable for the reasonable cost of necessaries provided to an infant, liable in equity
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Parole Evidence Rule
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Once parties reduce an agreement to writing, evidence of any prior or contemporaneous oral or written agreements is inadmissible to change or contradict the terms of the writing
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Parole Evidence Exceptions
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Does not apply to evidence of:
Fraud Mistake Illegality Duress Partial Integration Conditions Precedent |
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Defenses to Formation of K
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Mistake, Infancy, Illegality, Unconscionability, Insanity, Fraud, Duress
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Statute of Frauds
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Requires certain contracts be reduced to a writing - affirmative defense to enforcement of the contract
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Statute of Frauds applies to:
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MY LEGS
Marriage Year Land Executor Guarantee Sale of Goods |