Contracts

Front 1

A MIXED GOODS/SERVICES K IS GOVERNED BY

Back 1

Either the UCC or CL, depending on which element predominates

Front 2

AN IMPLIED CONTRACT IS CREATED BY

Back 2

parties' conduct

Front 3

QUASI-CONTRACT =

Back 3

an equitable remedy that protects against unjust enrichment, a.k.a. restitution

This is a remedy of last resort

Front 4

UNDER A QUASI-CONTRACT THEORY, ONE MAY RECOVER

Back 4

i)Can recover the reasonable value of the benefit conferred (not the k price)

Front 5

1.UNILATERAL CONTRACT -

Back 5

Offer can only be accepted by performing, created if

i)Offer explicitly says it can be accepted only by performing

ii)Reward/contest/prize

Front 6

OFFER

Back 6

= manifestation of an intention to be bound

MUST NOT BE TOO INDEFINITE TO ENFORCE

Front 7

IS AN OFFER SUFFICIENTLY DEFINITE IF IT HAS AN OPEN PRICE TERM?

Back 7

generally OK except in case of real property sales

Front 8

IS AN OFFER SUFFICIENTLY DEFINITE IF IT FAILS TO SET A QUANTITY?

Back 8

OK in a "requirements k"

But buyer cannot take seller by surprise

Front 9

HOW MAY AN OFFER BE TERMINATED?

Back 9

1) Lapse
2) Revocation
3) Rejection
4) Death of a party

Front 10

WHEN DOES AN OFFER LAPSE?

Back 10

occurs after a reasonable time or a stated term

Front 11

WHEN IS AN OFFER REVOCABLE?

Back 11

ANYTIME
UNLESS:
i) option k
ii) foreseeable reliance before acceptance (rare)
iii) start of performance in unilateral k *doesn't apply in NY
iv) firm offers under the UCC

Front 12

REVOCABILITY: What is an option k?

Back 12

a promise to keep the offer open that is paid for

But in NY, a signed written promise not to revoke is enforceable w/o consideration

Front 13

REVOCABILITY: When will offeree's reliance prevent revocation?

Back 13

When it is foreseeable (rare except in contractor situations)

Front 14

REVOCABILITY: What is a "firm offer"?

Back 14

A signed writing by a merchant promising to keep open an offer for the sale of goods

*Only irrevocable 3 mo, but may last longer for reasonable or stated term

*Note that a signed, written offer to sell is not a signed, written promise to keep the offer open (thus not a firm offer)!!!

Front 15

REVOCABILITY: Methods of Revocation

Back 15

a)Direct: Offeror indicated directly to offeree that he has changed his mind

b)Indirect: Offeror engages in conduct that indicated he has changed his mind AND the offeree is aware of the conduct

Front 16

Revocation is effective when

Back 16

received.

Front 17

REJECTION: What is the difference between a counter-offer and bargaining?

Back 17

i)Counter-offer = rejection (but mere bargaining does not!)

Counter-offer: "I will only pay $460K."
Mere bargaining: "Will you take $460K?"

ii)Conditional acceptance = rejection (e.g. "I accept but only if I get top billing.")

Front 18

REJECTION: Acceptance varying offer

Back 18

a)Common law = rejection (aka "Mirror Image Rule")
b)UCC Art. 2 = acceptance, but only include Offeree's terms if
Both parties are merchants
Term is not a material change (if customary in industry, not material)
No objection by seller w/in a reasonable time

Front 19

WILL THE DEATH OF A PARTY REVOKE ANY OFFER?

Back 19

Only if it is revocable.

Front 20

ACCEPTANCE BY IMPROPER PERFORMANCE =

Back 20

Simultaneous acceptance + Breach

UNLESS UNDER UCC + seller is sending the goods a an accommodation to the Buyer

Front 21

ACCEPTANCE IS EFFECTIVE...

Back 21

1.when mailed (mailbox rule) except:
i)Offer provides otherwise (e.g. your acceptance must be received by x)
ii)Irrevocable offers
iii)Rejection & Acceptance Sent

Front 22

IF A REJECTION & ACCEPTANCE ARE SENT TO OFFEROR...

Back 22

a)Rejection prevails if
mailed prior to acceptance and reaches offeror before acceptance, or
offeror relies on an overtaking rejection
e.g. acceptance mailed June 8, rejection faxed June 9 → mailbox rule applies unless offeror relied on rejection)

Front 23

DEFENSES TO FORMATION INCL

Back 23

1) Lack of capacity
2) Duress
3) Misrepresentation/Non-disclosure of material fact
4) Mistake
5) Ambiguity or misunderstanding
6) Lack of Consideration
7) Public Policy
8) Unconscionability

Front 24

DEFENSES TO FORMATION: An incapacitated D may disaffirm the contract, unless

Back 24

a)K is for necessities (but D only liable on quasi-k basis)
b)Implied affirmation (D retains benefit of k w/o complaint after D has capacity)
c)NY- Infant cannot void k for life insurance (if 14.5 yrs old), education (16 yrs), realty k (related to marital home), k involving artistic or athletic services
d)NY - Mental incapacity will void k if person is adjudicated incompetent or, if not, incompetent can restore the other party to previous position

Front 25

DEFENSES TO FORMATION: Economic duress is not a defense unless

Back 25

(a) threat to break existing k AND
(b) buyer has no reasonable alternative available

Front 26

DEFENSES TO FORMATION: Does mispresentation or non-disclosure require bad faith?

Back 26

NO. Even an innocent/honest misrepresentation or non-disclosure can be fatal

Front 27

DEFENSES TO FORMATION: Mistake & Misunderstanding

Back 27

MUTUAL MISTAKE → no k
UNILATERAL MISTAKE → k
BUT If one party knows/has reason to know → k on innocent party's terms

Front 28

CONSIDERATION is defined as

Back 28

bargained for legal benefit or detriment/forebearance

Must not be illusory or past consideration, but adequacy is not considered

Front 29

CONSIDERATION: Preexisting duty rule

Back 29

Past consideration (e.g. modification of k) is NOT consideration (unless both parties change)

*does not apply to 3rd party D's

Front 30

CONSIDERATION: Is a promise to forgive partial debt valid consideration?

Back 30

only if the debt was disputed

Front 31

CONSIDERATION: Which contracts are enforceable WITHOUT consideration?

Back 31

1) A written promise to pay a debt which is barred by the SOL
2) Good faith modifications under the UCC
3) NY - Past consideration & contract modifications do not require consideration if in a signed writing

*See also promissory estoppel

Front 32

PROMISSORY ESTOPPEL: Elements

Back 32

1) Promise
2) Reasonable reliance on promise
3) Actual reliance
4) Interests of justice require enforcement

Front 33

DEFENSES TO FORMATION: 2 common public policy grounds

Back 33

i)Covenants not to compete will be narrowed or invalidated if they operate as restraints of trade. Look to
a)Scope (duration & geography)
b)Need for covenant (i.e. uniqueness of services)
ii)An exculpatory clause can eliminate liability for negligence, but not gross negligence or intentional torts.

Front 34

SOF: Generally required for which k?

Back 34

1.REAL PROPERTY TRANSFERS 2.PERFORMANCE CANNOT BE COMPLETED IN 1 YR
3.SALE OF GOODS $500 4.SURETYSHIP 5.CONTRACT MODIFICATIONS, if
i)the k as modified falls w/in the SOF
ii)the original k for a sale of goods prohibited oral modifications (Art. 2)

Front 35

SOF: A k re: real property does not have to be in writing if...

Back 35

a)k for services on real prop

b)Lease for 1 year or less
NY - partial performance of any lease agreement invalidates SOF

c) Part Performance Exception (land sale)

Front 36

SOF: What is the "part performance" exception for the SOF in a land sale

Back 36

If buyer meets 2 of 3 facts:

Buyer is in possession of the property

Buyer made some payment

Buyer made improvements to the property

Front 37

SOF: When does the clock run for the 1-yr rule?

Back 37

Clock starts on date of agreement, i.e. can apply to a 1 day performance if later than 1 yr from now

Front 38

SOF: Exceptions to the 1-yr rule incl.

Back 38

a)Contracts for life: require SOF for NY Only

b)Full Performance Exception - if oral k is for >1 yr and performance is complete, cannot rely on SOF as a defense

Note: if only partial performance, look to quasi-k!

Front 39

SOF: UCC Exceptions re: Sale of Goods $500+

Back 39

i)If Buyer accepts or pays for goods, no SOF defense as to those particular goods (e.g. if S accepts $2K for 20 bats, but the k was for 50 bats, Seller must deliver the 20)

ii)If Seller has made a substantial start on custom made goods that are not suitable for sale in the ordinary course of seller's business

iii)Judicial admission (in deposition or testimony) as to existence of k

Front 40

SOF: What is the "Main Purpose Rule"?

Back 40

if the surety's main purpose in making the promise is to benefit himself
a)e.g. House promises to pay Lowe's for paint that Painter bought on credit to paint House's home.
b)Exception does not apply in NY

Front 41

SOF: NY requires the following k to be in writing, in addition to the CL ones:

Back 41

i)Lease of goods $1000+ (Art. 2A of UCC)
ii)Assignment of insurance policy
iii)Promise to pay discharged debt
iv)Agreement to pay a finder's fee or broker's commission, except to an
a)attorney
b)auctioneer
c)licensed real estate agent

Front 42

SOF: Merchant's Confirmatory Memo

Back 42

a merchant can use its own signed writing against the other party if

a)Both parties are merchants

b)Writing claims prior oral agreement

c)Writing is signed & has quantity

d)No written objection w/in 10 days

Front 43

SOF: UCC requires the writing to contain

Back 43

quantity & signature

Front 44

SOF: What must the writing include (generally)?

Back 44

all material terms & signature of defendant

Front 45

SOF: LEASE OF GOODS (NY ONLY) The writing must...

Back 45

i)state it is a lease,
ii)contain quantity, duration and rental payment
iii)& signature of defendant

Front 46

THE PAROL EVIDENCE RULE:

Back 46

Prior or contemporaneous agreements may not be introduced as evidence against a later writing
i)Note - does not apply to evidence re: what happened after the signed writing! (But consider SOF, consideration problems)

Front 47

THE PAROL EVIDENCE RULE - EXCEPTIONS:

Back 47

i)To correct a clerical error, e.g. typo

ii)To establish a defense against formation, e.g. misrepresentation

iii)To interpret a vague or ambiguous term

iv)To supplement a partially integrated writing

v)Under Art. 2 - only a merger clause will keep out parol evidence (e.g. "This k is limited to the terms herein.")

Front 48

UCC - WARRANTIES

Back 48

1) Warranty of title
2) Express Warranties (cannot be waived)
3) Implied Warranties of Merchantabiltiy & Fitness for a Particular Purpose

Front 49

WARRANTIES: Implied warranty of merchantability

Back 49

Warrants that goods are fit for their ordinary purpose

Applies if seller is a dealer of those goods

Front 50

WARRANTIES: Implied Warranty of Fitness for a Particular Purpose

Back 50

Applies if

a)Buyer has specific purpose in mind

b)Buyer is relying on Seller to pick out suitable goods

c)Seller knows of Buyer's reliance

Front 51

LESSOR'S WARRANTIES IN LEASE OF GOODS (NY ONLY)

Back 51

Same warranties as a seller of goods under Art. 2 except
i)Financial Leases (i.e. a lease of goods by a bank to lessee) - warranties apply from original seller to bank, but not bank to lessee

Front 52

WARRANTIES: Express disclaimer is effective if

Back 52

CONSPICUOUS

Front 53

WARRANTIES: Types of disclaimers include

Back 53

Specific express disclaimers
"General disclaimers" incl. "as is," buyer's refusal to inspect, or prior dealings

Front 54

WARRANTIES: Disclaimers are effective against

Back 54

Implied, not Express Warranties

Front 55

WARRANTIES: When will a limited remedy provision be upheld?

Back 55

i)Seller can limit buyer's remedies for breach of any (express or implied) unless the limitation is unconscionable.
a)Limiting buyer's remedies for personal injury in the case of consumer goods is presumed unconscionable, but is rebuttable.
b)If a limited remedy "fails of its essential purpose" = unconscionable & the remedy provisions of Art. 2 apply (e.g. limits remedy to repair, but item cannot be repaired)

Front 56

RISK OF LOSS - LEASE OF GOODS (NY ONLY)

Back 56

Lessor bears ROL except in finance leases.

Front 57

RISK OF LOSS: How do you determine?

Back 57

1) Look at k first
2) If party breached -> bears ROL
3) Default provisions under UCC

Front 58

RISK OF LOSS: Default provisions under UCC - If delivery is by common carrier...

Back 58

Delivery "FOB" → Buyer bears ROL as soon as goods get to named location, e.g. if where seller is located (shipment k) or anywhere else (destination k)
b)Shipment K → Buyer bears ROL as soon as seller gets goods to common carrier, makes delivery arrangements, & notifies buyer
c)Destination K → Buyer bears ROL as soon as seller gets goods to specific location

Front 59

RISK OF LOSS: Default provisions under UCC - If delivery is NOT by common carrier

Back 59

a)If Seller = merchant, Seller bears ROL until buyer takes possession
b)If Seller ≠ merchant, Seller bears ROL until it "tenders" the goods (i.e. makes them available to the Buyer)

Front 60

BREACH: Perfect Tender Rule

Back 60

If tender is not perfect, Buyer may reject the goods.

*does not apply to installment k's - buyer may only reject for substantial impairment

Front 61

BREACH: If tender is not perfect, buyer has option to

Back 61

Reject OR Accept AND
Sue for damages

*But note: if performance = acceptance, and there is an accomodation note, no damages b/c no k formed!

Front 62

BREACH: If tender is not perfect, Seller has option to cure if

Back 62

a)time has not expired or

b)within a reasonable time after contract deadline has passed if Buyer was flexible in their prior dealings.

Front 63

BREACH: If Buyer pays a UCC Art. 2 contract with a check...

Back 63

i)But Seller may refuse!
ii)If Seller refuses → must allow reasonable time for Buyer to get cash (even if k deadline has passed)

Front 64

BREACH: At CL, a party is excused from performing by

Back 64

1) Other party's MATERIAL BREACH only

2) Anticipatory repudiation

Front 65

BREACH: Divisible Contracts

Back 65

breaching party can recover for any unit on which he has substantially performed (e.g. payment for each cabana stated separately)

Front 66

BREACH: Anticipatory repudiation

Back 66

TREATED AS MATERIAL BREACH

But the repudiating party may retract the repudiation as long as the other party has not relied on the repudiation (e.g. by canceling the k, materially changing position, or indicating that she considers the repudiation final)

Front 67

FAILURE TO GIVE ADEQUATE ASSURANCE (ART. 2)

Back 67

A party with reasonable grounds for being insecure about the other party's performance may request adequate assurance in writing that the other party will perform
i)Failure to give adequate assurance → treat as anticipatory repudiation
ii)Cannot use this provision to change terms of k (e.g. to demand cash payment vs. credit)

Front 68

RECISSION =

Back 68

an agreement to cancel the k.

i)Grounds – something occurred before or at the time the k was entered, e.g. mistake, misrepresentation, duress, lack of capacity, or failure of consideration

ii)Each party must have some performance remaining

iii)NY - permits any claim to be released by a written instrument without consideration

Front 69

REFORMATION =

Back 69

equitable remedy that rewrites the k to conform with the intent of the original parties

Front 70

MODIFICATION =

Back 70

an agreement to replace an existing k with a new k.
i)Takes effect immediately. Contrast Accord & Satisfaction, below.

Front 71

ACCORD & SATISFACTION.

Back 71

i)Accord = agreement to accept performance in future satisfaction of an existing duty

ii)Satisfaction = performance of the accord.

iii)Existing duty is extinguished when the accord is satisfied

iv)Contrast Modification ("I will discharge your debt now if you fix my handbag") with Accord ("I will discharge your debt once you fix my handbag")

Front 72

NOVATION =

Back 72

an agreement to substitute a new party for an existing one.

Contrast a delegation of duty (A & B enter k, B gets C to perform k) with a novation (A & B agree that C will perform instead). Novation requires both original parties to consent & gets B off the hook.

Front 73

IMPOSSIBILITY =

Back 73

Defense to breach of CL k -
later unforeseen event makes performance impossible.

Front 74

IMPOSSIBILITY: Death of a party

Back 74

only provides excuse if of an essential person (Van Gogh, not house painter)

Front 75

IMPOSSIBILITY: Increased costs of performance

Back 75

≠ excuse

NY: Will be excuse if % and amt of increase is excessive

Front 76

IMPOSSIBILITY: Supervening law/regulation

Back 76

= Excuse

Front 77

IMPRACTICABILITY

Back 77

UCC Art. 2: performance has become much more difficult

a)Watch out: a seller who bore the ROL when goods were damaged or destroyed is excused by impracticability, but a buyer is not!

b)Unidentified Goods: Seller only excused if goods were identified to k, not, e.g. if 1 of many warehouses were burned down

Front 78

FRUSTRATION OF PURPOSE =

Back 78

similar to impossibility, but Buyer's excuse (e.g. loft rental to view event, but event canceled)

Front 79

WHAT IS A PROMISE?

Back 79

A commitment to do or refrain from doing something.

May be conditional or unconditional.

Front 80

WHAT IS A CONDITION?

Back 80

An event, other than the passage of time, the occurrence or non-occurrence of which will create, limit, or extinguish the other contracting party's abssolute duty to perform

Front 81

CONEQUENCE OF UNCONDITIONAL PROMISES

Back 81

Failure to perform according to its terms = breach

Front 82

CONEQUENCE OF CONDITIONAL PROMISES

Back 82

Failure of a condition to occur is NOT breach, but discharges the liability of the promisor whoch obligations on the conditional promise never mature

Front 83

PROMISE or CONDITION?

Back 83

Look to INTENT.

Words, prior practice, custom, whether performance dependent on 3rd party.

When in doubt -> likely a promise.

Front 84

A CONDITION PRECENDENT IS

Back 84

one that must occur before an absolute duty of immediate performance arises in the other party

"I promise to buy, if..."

Front 85

A CONDITION SUBSEQUENT IS

Back 85

one, the occurrence of which, cuts off an already existing absolute duty to perform

"I promise to buy, but if..."

Front 86

A CONDITION CONCURRENT IS

Back 86

Those that are capable of being performed at the same time

e.g. exchange of deed for $

Front 87

CONDITIONAL PEFORMANCE BECOMES AN ABSOLUTE DUTY WHEN...

Back 87

(i) conditions have been performed, or
(ii) conditions have been excused

Front 88

A CONDITION IS EXCUSED IF...

Back 88

(i) party w/ duty to perform wrongfully prevents condition from occurring
(ii) estoppel or waiver
(iii) k defenses, e.g. impossibility or breach

Front 89

BREACH: Options if there is an anticipatory repudiation

Back 89

1) treat as total repudiation & sue immediately
2) susend performance & wait to sue
3) treat k as discharged/offer to rescind
4) urge promisor to perform

Front 90

SPECIFIC PERFORMANCE: Real Property

Back 90

usually allowed; land considered unique

NY - In the sale of land, if seller cannot deliver good title because of a defect of which he was not aware, damages = down payment + reasonable expenses.
If vendor acts in bad faith, MS rule applies.

Front 91

SPECIFIC PERFORMANCE: UCC Art. 2

Back 91

only allowed if goods are unique or there are other proper circumstances (e.g. inability to buy substitute goods in market)

Front 92

SPECIFIC PERFORMANCE: Services

Back 92

not available, although injunctive relief may be (e.g. you cannot work for a competitor)

Front 93

RIGHT TO RECLAIM GOODS (Unpaid Seller)

Back 93

Only allowed if buyer was insolvent when it received the goods & seller makes a demand w/in 10 days after buyer received them.

Does not apply if buyer sold to a 3rd party.

Front 94

LIQUIDATED DAMAGES

Back 94

Only allowed if
i)Actual damages difficult to estimate
ii)Liquidated damages are a reasonable forecast of probable damages
a)Look for flexible, graduated vs. lump sum amounts
b)If not a reasonable forecast, but reasonable in light of actual damages → Art. II allows (but not common law
iii)Liquidated damages do not act as a penalty
a)Note: if liquidated damages are struck down as a penalty, P still gets actual damages

Front 95

PUNITIVE DAMAGES

Back 95

Never allowed for breach of k

Front 96

EXPECTATION DAMAGES (Common Law)

Back 96

Puts injured party in as good a position as if the k had been complete (e.g. lost profits)

But injured party has a duty to mitigate damages, i.e. cannot recover for avoidable damages.

Front 97

BUYER'S DAMAGES (ART. 2)

Back 97

Cover

Market (failed to cover in good faith)

Loss in Value (accepted non-conforming goods)

Front 98

SELLER'S DAMAGES (ART. 2)

Back 98

Resale

Market (failed to cover in good faith)

Contract Price (Only applies if seller can't resell goods, e.g. custom dishes)

Front 99

INCIDENTAL DAMAGES

Back 99

Incl. cost of transporting/caring for goods after a breach and arranging a substitute transaction.

Front 100

CONSEQUENTIAL DAMAGES

Back 100

damages that are special to this P that were reasonably foreseeable to the breaching party at the time of the k.
i)Not available under Art. 2 to Seller.
ii)Requires other party to have knowledge of facts that makes this reasonably foreseeable.

Front 101

RESTITUTION/UNJUST ENRICHMENT

Back 101

i)Applies where the k is unenforceable or no k exists

ii)Damages = value of benefit conferred or detriment suffered by P

iii)NY - a materially breaching party can recover under quasi-k for less than substantial performance unless the UCC applies or it involves the down payment of a real estate contract.

Front 102

WHEN DO THE RIGHTS OF THE 3RD PARTY BENEFICIARY VEST?

Back 102

1) TPB manifests assent
2) TPB brings suit to enforce
3) TPB learns of K & materrially changes position in justifiable reliance on the promise

Front 103

PARTIES TO K CAN RESCIND OR MODIFY K UNTIL

Back 103

TPB'S RIGHTS HAVE VESTED

Front 104

3RD PARTY BENEFICIARY MAY SUE...

Back 104

Promisor
Promisee - Only if creditor TPB

Front 105

WHO MAY SUE THE PROMISOR?

Back 105

TPB & Promisee

Front 106

ENTRUSTMENT

Back 106

An owner who entrusts goods to a dealer of that type of good assumes the risk that the dealer will resell the goods to a third party. The owner has no rights against the third party if that party is a bona fide purchaser.

Front 107

WHAT DUTIES MAY BE DELEGATED?

Back 107

ALL EXCEPT:
(i) duties that involve peronal judgment & skill
(ii) where delegation would change obligee's expectancy (requirements/output contracts)
(iii) special trust was reposed in delogator by other party
(iv) contractual restriction on delegation or assignment

Front 108

WHAT IS NECESSARY FOR EFFECTIVE DELEGATION?

Back 108

Delegator manifests a present intention to make a delegation. No formalities.

Front 109

WHAT ARE THE RIGHTS & LIABILITIES OF A DELEGATOR?

Back 109

Obligee must accept performance by delegate if properly delegated.

Remains liable on the k.

Front 110

WHAT ARE THE RIGHTS & LIABILITIES OF A DELEGATE?

Back 110

Delegate can only be required to perform (but the obligee or the delegator) if there has been an assumption of duties.

Front 111

ASSUMPTION OF DUTY

Back 111

Delegate promises he will perform the duty delegated SUPPORTED BY CONSIDERATION

*assignment of right generally read to incl. assumption of duty

Front 112

WHAT RIGHTS MAY BE ASSIGNED?

Back 112

ALL K RIGHTS EXCEPT:
(i) where assignment would substantially change the obligor's duty or risk
(ii) an assignment of future rights to arise from future contracts
(iii) assignment prohibited by law, e.g. wage assignment
(iv) language stating that assignments are VOID (very strictly interpreted)

Front 113

WHAT IS NECESSARY FOR AN EFFECTIVE ASSIGNMENT?

Back 113

Asignee manifests intent to immediately & completely tranfer all rights

No writing & no consideration required

Front 114

WHEN IS ASSIGNMENT REVOCABLE?

Back 114

An assignment is irrevocable if:

1. For consideration

2. Gratuitous +
a) obligor has already performed
b) a token chose is delivered
c) assignment of intangible claim is put in writing
d) estoppel/deterimental reliance
NY: A gift assignment is irrevocable if in writing signed by the assignor

Front 115

WHAT ARE THE RIGHTS & LIABILITIES OF THE ASSIGNEE v. OBLIGOR?

Back 115

The assignee is entitled to performance and may sue the obligor

Front 116

What are the original owner's rights?

Back 116

Recover from bank in conversion.

Front 117

Multiple Assignments - PRIORITY

Back 117

a)Last gratuitous gift assignment prevails, unless

b)First assignment for consideration prevails.

But a later assignee for consideration may prevail if he did not know of the earlier assignments and is the first to get payment or a judgment against the obligor.

NY: Special rule for construction k

Front 118

Multiple Assignments - PRIORITY - NY's Special rule for construction k

Back 118

assignment of a construction contract or $ due under is not valid until filed. Thus, a subsequent assignee in good faith, who filed first, prevails.

Front 119

HOW IS AN ASSIGNMENT REVOKED?

Back 119

i) death or bankruptcy of assignor
ii) notice of revocation by assignor to assignee or obligor
iii) assignor takes performance directly from the obligor
iv) ssubsequent assignemnt of the same right to another