Contract Law - Rule Statements - Concord June 09

Front 1

Elements of a Contract

What is a contract?

Back 1

A promise/set of promises, by two or parties, in exchange for performance or another promise.

Front 2

Elements of a Contract

What are the elements of a contract?

Back 2

Offer, Acceptance, Consideration

Front 3

Elements of a Contract - Unilateral

Back 3

Contract formed by the invitation of a promise in exchange for performance.

Hint 3

Invites/requires a acceptance through performance.

Front 4

Elements of a Contract - Bilateral

Back 4

contract formed by the exchange of promises. (Offeror makes a promise and acceptance by offeree is a promise in return.)

Hint 4

Invites/requires a promissory acceptance.

Front 5

Elements of Contract

Option

Back 5

Promise made in exchange for the option of keeping an offer open for a period of time.

Hint 5

2nd Rest./Majority- acceptance and revocation are effective upon receipt.

Front 6

Elements of a Contract

What is specific performance

Back 6

A contract limited to

Front 7

Acceptance

How is an offer accepted?

Back 7

Acceptance may be manifested by a promise (in return), performance, or reasonable method under the circumstances.

Hint 7

The offer must be accepted in the manner communicated for acceptance. In absence of an specific form of acceptance, acceptance is communicated through performance or promise.

Front 8

Offer

What are the elements of an offer?

Back 8

Commitment to enter into a bargain with the understanding that the parties intend to be bound. Offer must be definite ad complete and manifests a willingness to enter into a bargain.

Hint 8

The must be sufficient specificity that represent the complete terms of the bargain, so that a court would be able to ascertain an adequate remedy.

Front 9

Offer

How is an offer terminated?

Back 9

Termination or revocation

Front 10

Offer

What is Termination?

Back 10

Rejection; counter offer (offer about the same subject but change in terms); Death; Incapacity; Time (specified in offer or reasonable).

Front 11

Offer

What is Revocation?

Back 11

The withdrawal of the offeror's manifestation to enter into the bargin. Revocation is effective upon receipt. Offeror may revoke offer anytime prior to acceptance.

Front 12

Acceptance

What is acceptance?

Back 12

A manifestation of a willingness to enter into the bargain proposed by the offeror in the manner invited/required by the offer.

Hint 12

Acceptance must be communicated in a reasonable time and the method of offer communicated.

Front 13

Acceptance

Mailbox Rule

Back 13

An offer is accepted at the time acceptance is dispatched/communicated. Dispatch begins when the acceptances leave the control of the offeree.

Front 14

Acceptance

Mirror Image Rule

Back 14

The offer accepted must not contain any terms different than the communication of the original offer.

UCC-No Mirror Image Rule.

Hint 14

Change in terms of contract by offeree is a counter offer to original offeror.

Front 15

Consideration

What is Consideration?

Back 15

The giving back of something of value (promise or performance), by the offeree to the offeror, that induces them to enter into the offer.

Consideration makes a promise enforceable.

Hint 15

Courts may not enforce a bargained

Front 16

Consideration

What is "bargained for" promise or performance?

Back 16

A promise/performance when promisor gives a promise in order to get a promise/performance in return AND promisee give the promise/performance in exchange for the promisor's promise.

Hint 16

Courts may not enforce a "bargained for" when the promise is a commercial transaction or the context is a personal and private (domestic) context.

Front 17

Consideration

What is the significance of "in order" in "bargained for" promise or performance?

Back 17

"In order" signifies the promisor making a promise in order to get that promise/performance in return AND the promisee give promise/performance in exchange for the promisor's promise.

Hint 17

Performance/promise-must be something than can be reliably verified as occurred.

Front 18

Consideration

Cancellation Clause

Back 18

The clause must appear that both parties have right to cancel, w/n reasonable/specified time.

Front 19

Consideration

Illusory Promise

Back 19

Promise which doe not obligate the promisor to do anything (promise/performance).

Not consideration.

Front 20

Consideration

Implied Promise

Back 20

Explicit promise by a part is not intended, rather illusory.

Not consideration

Hint 20

UCC-implied promise serves as consideration 1-outputs contracts, requirements,, and exclusive dealing contracts.

Front 21

Consideration

UCC Output Contracts

Back 21

Contract which the buyer agrees to purchase all the seller produces.

Front 22

Consideraton

UCC Requirements Contract

Back 22

Contract where the seller agrees to sell the buyer all the buyer requires.

Front 23

Consideration

UCC Exclusive Dealings Contract

Back 23

Seller promises that the buyer will be the exclusive dealer for seller's goods.
Buyer promises that the buyer will be the exclusive dealer for a seller's goods.

Front 24

Consideration

Per Existing Duty Rule

Back 24

Promise/performance provided by promisee in exchange for a promise is NOT consideration if 1-promisiee is already legally obligated to do what the promisee promised; or 2-promisee is already leally obligated to provide performance.

Front 25

Consideration

Contract Modification - UCC

Back 25

Parties must mutually agree to resend the old contract and enter into the new contract. Modification must be voluntary and sought in good faith (legitimate reasons).

.

Hint 25

Not consideration when one party (X) promises to do something new while the other's promise (Y) remains unchanged (i.e., no consideration by Y for new promise of X),

Front 26

Consideration

Contract Modification -Common Law

Back 26

parties must agree to fair/equitable changes and made in light of circumstances/conditions not foreseeable at time of contracting.

Front 27

Consideration

Promissory Estoppel

Back 27

A promise may be enforceable even if not "bargained for" (only enforceable to extent necessary to avoid injustice.

Hint 27

Promisor (should have) expected the promise to induce action/forbearance on the part of promisee/third part or the action/forbearance occurred.

Front 28

Consideration

Alternative to Consideration

Back 28

1-when there is no longer a benefit; 2-moral obligation as consideration; 3-statutory exception.

Front 29

Consideration

Benefit/Detriment

Back 29

1-Legal detriment exists when promisee agrees not to do something promisee has no legal right to do. 2-Promisor receives a legal benefit that the promisee is not leagally bound to provide.

Front 30

Consideration

Moral Obligation

Back 30

Acknowledgement of a moral obligation arising from an act prior to the promise.

Front 31

Consideration

Statutory Exception

Back 31

Statutes which create exceptions to the requirements for consideration.

Front 32

Parole Evidence

Rule

Back 32

A side agreement that does not contradict the written agreement unless 1-written agreement is a complete integration AND 2-side agreement is w/n scope of original agreement.

Hint 32

Side agreement - written/oral made at the same time as written contract.

Front 33

Parole Evidence

Complete Integration

Back 33

Written agreement the parties intend as the complete statement of the obligation.

Front 34

Parole Evidence

Reconciliation

Back 34

Side agreement is enforceable unless 1-it contradicts the written agreement; OR 2-the written agreement is a complete integration and w/n the scope.

Front 35

Parole Evidence

Test for Scope

Back 35

1-intent(parties intended to cancel side agreement when completely integrated); 2-same subject; 3-same consideration; 4-normal inclusion(would have written in the side agreement to complete integration).

Front 36

Parole Evidence

Entire Agreement/Merger Clause

Back 36

Evidence of relevant intent. Written agreement that contains it is the complete and exclusive statement of the obligation of the parties.

Front 37

Parole Evidence

Policy Considerations

Back 37

The more weight given to the agreement clause, the more likelihood the written agreement is a complete integration. opposite holds true.

Front 38

Parole Evidence

Contradiction

Back 38

The harder it is to explain away the contradiction, harder to enforce side agreement.

Hint 38

Where a side agreement appears to contradict the written agreement, the court will not find for the purposes of Parole Evid. if there is an adequate explanation of why there is no contradiction.