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42 Cards in this Set

  • Front
  • Back
UCC Rules
Apply to any contracts for purchase and sale of goods (even if a consumer is involved)
OFFER
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)
Acceptance
objective manifestation by the offeree of a willingness to be bound by the terms of the offer
Termination of Offer (7 ways)
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
Revocation
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.
Consideration
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.
Gift Promise
NEVER consideration, unless promissory estoppel applies
Detrimental Reliance
What offeree does to his detriment
Promissory Estoppel
What court imposes on offeror to prevent from reneging on offer to offeree
(No Consideration)
Solicitation of an offer
Not an offer
Revival of Offer
Offer rejected; then re-offered - binds the offeror to the revived offer if offeree accepts within time frame
Silent Acceptance
NOT on the MBE -- not an acceptance of the offer.
Perfect Tender Rule UCC 2-206
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)
Accommodation in Perfect Tender Rule
Becomes counteroffer
Offers Requiring Performance
-unilateral contract -- once performance has begun, offer is irrevocable (offeror is estopped from revoking the offer.
-preparation to perform does not constitute performance
Substitute for Consideration
Detrimental Reliance and Promissory Estoppel -- Consideration is preferred way of making a contract binding; but fallback are DR and PE
Gratuitous
99% wrong answer choice on MBE
Modification
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
Preexisting Duty Rule
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
Mistake
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
Caveat Emptor
ALWAYS a wrong answer on the MBE
Assignment
Assignments for consideration are irrevocable. Assignor warrants that the right assigned actually exists and is subject to no limitations or defenses.
Anti-Assignment Clauses
Anti-assignment clauses are generally unenforceable;
Duties After Assignment
If the obligee (the person who is supposed to pay) fails to pay the assignee the assignor must still pay.
Delegation
Delegation is the transfer to another of the burden of a contract. (Usually performance - for money).
Anti-Delegation
Anti-delegation clauses are always enforceable
When is delegation ineffective?
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
F.O.B. ___________
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)
Damages for Non-Conforming Goods
Difference between the K price and the market value of the goods
Implied in Fact Contract
Made by conduct of parties when each party knows of the conduct of the other
Contract to make will or leave will unchanged
Enforceable if in writing
Third Party Beneficiaries
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
Specific Performance
Specific Performance = rare circumstances:
1. Breach of contract for purchase and sale of land
2. For rare/unique personal property
Remedy for Breach of Employment Agreement
-- money damages NOT specific performance because involuntary servitude
Condition Precedent
Act or event other than the passage of time that must occur before a party is under a duty to perform a contract
Can Conditions Precedent be waived?
Can be waived by party benefiting; entitled to specific performance
Infants/Minors Contracts
Voidable, BUT parents are liable for the reasonable cost of necessaries provided to an infant, liable in equity
Parole Evidence Rule
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
Parole Evidence Exceptions
Does not apply to evidence of:
Fraud
Mistake
Illegality
Duress
Partial Integration
Conditions Precedent
Defenses to Formation of K
Mistake, Infancy, Illegality, Unconscionability, Insanity, Fraud, Duress
Statute of Frauds
Requires certain contracts be reduced to a writing - affirmative defense to enforcement of the contract
Statute of Frauds applies to:
MY LEGS
Marriage
Year
Land
Executor
Guarantee
Sale of Goods