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62 Cards in this Set
- Front
- Back
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What is an unenforceable contract?
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Cannot be enforced because of certain legal defenses.
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WI the mailbox rule?
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Contract is effective on dispatch.
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WA the two elements of consideration?
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1) Legal value
2) Bargained for exchange. |
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WI a covenant not to sue?
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An agreement to substitute a contractual obligation for some other type of legal action based on a valid claim.
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WI a bilateral mistake?
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When both parties make a material mistake either party may rescind the contract.
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What is a contract?
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A contract is an agreement that can be enforced in court. It is formed by two or more persons who promise to perform some act now or in the future.
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WIA quasi contract?
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In the absence of actual contract. Imposed by court to avoid unjust enrichment of one party over another
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WA the requirements of an offer?
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1) Intention-Offeror must intend to be bound by offer.
2) All major terms must be stated 3) Communication- Offeree must know of offer. |
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What is consideration?
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Value given in return for a promise.
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What are the four elements of a valid contract?
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1) Agreement
2) Consideration 3) Contractual Capacity 4) Legality |
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WIA executed contract?
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Fully performed on both sides.
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What is an executory contract?
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Not fully performed on both sides.
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What is a Unilateral contract?
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A promise for an act. Offeree can accept by completing the contract performance.
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WIA void contract?
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No legal force or binding effect.
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What is the mirror image rule?
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Requires acceptance of counteroffer to match the offer exactly.
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WIA express contract?
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Terms of the agreement are fully and explicitly stated in words. oral or written.
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WI promissory estoppel?
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AKA: Detrimental Reliance
Promisor makes a clear and definite promise on which the promisee relies. |
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What is accord and satisfaction?
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Means of settling a disputed claim. Debtor offers to pay a lessor amount than creditor purports is owed. The creditor's acceptance of the offer creates an accord. and when the accord is executed satisfaction occurs.
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WIA implied-in-fact contract?
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Implied from the conduct of the parties.
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WA four types of damages?
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1) Compensatory
2) Consequential 3) Punative 4) Nominal |
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WA compensatory damages?
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Compensate an injured party for danages or injuries sustained.
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WI a unilateral mistake?
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When one contracting party makes a material mistake not entitled to relief from the contract.
Contract might not be enforceable if the other party knows of the mistake. Contract might not be enforceable if an inadvertent mathematical mistake is made. |
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WA liquidated damages?
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Contract specifies that a certain dollar amount is to be paid in the event
of a breach. |
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WI reformation?
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When parties have imperfectly expressed their agreement in writing. Allows contract to be rewritten to reflect true intentions.
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What is an assignment?
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The transfer of the right to a third person . Personal contracts cannot be assigned.
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WI a delegation?
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THe act of transferring to another all or part of one's DUTIES in the contract.
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W does Article 2 govern?
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Contracts for sales and goods.
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What does article 2A govern?
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Contracts for leases of goods.
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WI concurrent conditions?
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When each parties duty to perform is conditioned on the other parties duty to perform. These duties must be done simultaneously.
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WI discharge by novation?
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Occurs when the parties to a contract and a new party get together and agree to substitute the new party for one of the original parties.
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WI a discharge by accord and satisfaction?
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Parties must agree to accept performance that is different from the performance originally promised.
Accord: Performing an act that will satisfy an existing duty. Satisfaction: The performance of the accord, which discharges the original contractual obligation. |
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W does the Statute of Frauds stipulate?
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Stipulates what types of contracts must be in writing to be enforceable. If one of these contracts is not in writing it is not void but Statute of Frauds is a defense to its enforcement.
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What is rescission?
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Process where contract is canceled and parties are returned to the positions they occupied prior to forming it.
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What are consequential damages?
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Foreseeable damages resulting from an indirect breach of contract. ie: Goods not received in time for an immediate resale damages would be lost profits of the resale.
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WA punitive damages?
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Damages that punish a guilty party to deter similar, future conduct. Not awarded for contract breach only tort.
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WA some examples of contracts that lack consideration?
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Preexisting duty- A promise to do what one has a legal duty to do anyway.
Past consideration- Promises made with respect to events that already took place. Illusory promises-Promise is an illusion without consideration and unenforceable |
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WI a release of a contract?
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Contract in which one party forfeits the right to pursue a legal claim against the other party.
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WI anticipatory repudiation?
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Occurs when, before either party has a duty to perform, one party refuses to perform. This can discharge the non breaching party, who can sue for damages.
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WI condition precedent?
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A condition that must be fulfilled before a party's performance is required. Very common. ie: Real Estate contract conditioned on buyer's ability to get financing.
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WI condition subsequent?
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Condition that operates to terminate an obligation to perform. Very rare. ie: Keeping job only if license is maintained.
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WI ratification?
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The act of accepting and thereby giving legal force to an obligation that was previously unenforceable.
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What is tender of performance?
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Tender is an unconditional offer to perform by one who is ready, willing, and able. If other party refuses to perform the tender offerer can sue for breach.
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What is the Parol Evidence Rule?
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If a written contract is integrated (final) any prior negotiations, prior agreements, etc. that contradict the contract are not admissible in court.
Exceptions: Subsequent modification of the contract. Voidable contract. Ambiguous terms Essential terms lacking. Under UCC evidence can show prior dealing, course of performance, or usage of trade. |
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WIA voidable contract?
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Valid contract that can be voided by either party. ie: one party is a minor, can be canceled at minor's option.
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What is a bilateral contract?
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A promise for a promise. To accept offer the offeree need only promise to perform.
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What are nominal damages?
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Damages (usually for $1) when no actual loss was sustained but defendant acted wrongfully.
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WI specific performance?
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Equitable remedy requiring breaching party to act as promised in the contract. Granted when money damages are inadequate.
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What is the difference between incidental and intended beneficiaries?
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Incidental derives benifits from a contract but contract was not made for that purpose.
Intended is reason contract was drawn. |
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WI difference in contract law and sales law for terms.
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Contract law must contain all material terms.
Sales law contract is not enfoceable beyond quantity terms. |
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WI the statute of frauds in a sales contract?
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Must be in writing if more than $500.
If a lease if the paymemnts are more than $1,000 |
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WI identification and why is it significant?
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Identification is the designation of goods as the subject matter of a sales or lease contract.
Sig because it gives the buyer the right to recover damages from third parties. |
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WI a sale or return contract?
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Seller sells a quantity of goods for resale with the understanding that buyer can return all or part of goods for a specified period.
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WI a sale on approval?
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Conditional sale in which buyer takes goods on trial basis.
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Wi the Doctrine of strict liability?
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D defendant may be liable for the result of his act regardless of intention. This is a tort doctrine.
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W are the 6 requirements for strict liability?
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1) Product must be defective when sold.
2) Defendant must be in the business of selling the product 3) Product must be unreasonably dangerous to the user because of defective condition. 4) Plaintiff must be hurt by product. 5) Defective condition must have caused the injury. 6) Goods must not have been changed after purchase. |
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What does Article 3 apply to?
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Negotible instruments
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W are two ways a negotiable instrument can be transferred?
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Assignment or negotiation
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What four types of negotiable instruments does the UCC specify?
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Drafts
checks promissory notes CD's |
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WI the difference between a holder and a HDC?
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Holder is a person in possession of an instrument
HDC is someone who meets certain acquisition requirements takes the instrument free of most defenses and claims against the instrument> |
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WI the shelter principle?
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Anyone who can trace his title back to a HDC may acquire the rights of a HDC.
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What is an accommodation party?
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One who signs an instrument for the purpose of lending their name as credit to another party on the instrument.
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What is a universal defense?
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Valid against all holders (even HDC)
ie: forgery, fraud, material alteration, bankruptcy, minority (underage), mental, extreme duress. |
