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30 Cards in this Set

  • Front
  • Back

Implied Contract

an agreement between parties that may be inferred from their general course of conduct

equitable estoppel

doctrine that precludes a person from asserting a right that they were entitled to b/c of their action/omission which caused the other party to justifiable rely on the conduct to their detriment

implied contract

agreement between parties that is inferred by conduct

unilateral contract

agreement to act/forbear from acting, in exchange for performance by the other party

UCC 2-602

provides that a rejection after an opportunity to inspect may be effective UNLESS the buyer manifest acceptance int he manner invited by the offeror

UCC 2-206

an offer that is unambiguous as to the method of acceptance will only result in a binding contract if the specific method of acceptance is performed (requires signature, acceptance by mail, etc.)

acceptance

assent to the specified terms of an offer, resulting in the formation of a binding agreement

bilateral

agreement to which each party promises to undertake an obligation, or to forbear from actin at some time int he future

condition precedent

the happening of an uncertain occurrence which is necessary before a particular right/interest/action may be obtained/performed

option contract

when an offereror agrees to hold the offer open for a specified period w/out revocation until the end of the period


- requires consideration for the option contract

precatory language

words of desire and not words that command action

mailbox rule

acceptance of an offer is binding upon dispatch as long as it complies w/ requirement for acceptance and has correct postage and address

Section 33

Defines a bargain as a manifestation of mutual assent

Section 71

requires performance/return promise to be bargained for to constitute consideration

UCC 2.209

Modification of a sale of goods: no consideration needed for modification, only need good faith

pre-existing duty to a 3rd party

occurs when one of the parties does not incur a new detriment than already agreed to someone else

what type of debt does the pre-existing duty rule apply to?

undisputed debts (creditors, loans, etc.) [you know you owe $__________]

what is "past performance"

arises when a party makes a promise to compensate the other party for some prior performance/prior detriment


-THIS IS NOT CONSIDERATION = NOT ENFORCABLE

promise of alternative performance

arises when there are a set of return promises, which each on their own, would be sufficient consideration. The party may select between the alternative promises.


(A will sell B his skis for $100, of if B promises to mow A's law for 3 months)

what is the objective test?

what a reasonable person would have thought they were contracting to, not was the contracting party "intended" or thought

Offer

a manifestation of willingness to enter into a bargain, so made as to justify another's understanding that their assent to the bargain is "invited" and will "conclude" it

what are the necessary elements of an offer?

1. offer must be communicated and known to the offeree


2. offer must indicate a desire to enter into a contract and give terms of the offer


3. offer must be direct to a person/group of people


4. offer must invite acceptance


5. offer must have a reasonable understanding that the acceptance will create a contract

what words indicate proposals and NOT offers?

-offer


-quote


-proposal, etc.

when does an offer expire?

if the offer doesn't state when the offer terminates, the offer will te4rminate after a reasonable lapse of time.


-Usually, if the offer was made face-to-face the offer expires when the parties part company

when can an advertisement be deemed an offer?

when the ad is:


-clear


-definite,


-specific, and


-leaves nothing open to negotiation

Section 67

Acceptance upon commencement of performance: creates an implied promise which is treated like a bilateral contract and doesn't allow for revocation of the offer (the implied promise is for the offeree to complete performance)

when does a mailed acceptance become effective?

When the letter of acceptance is dispatched (placed in the mailbox)

when does a mailed revocation become effective?

upon offeror's receipt (rejections, and counteroffers only become effective upon receipt)

when are UCC 2.205 firm offers applicable?

when:


1. offer to buy/sell goods is made by a merchant,


2.offer must be in signed writing (or electronic form)


3. must give assurance to offeree that offer will be held open


4. if the offer and the option are on two separate document, both documents must be signed

what are the factors for section 90?

1. promise was made w/ reasonable expectation that promisee would rely on it


2. promise induced the promisee's action/forbearance


3. enforcement is necessary to avoid injustice


4. the remedy is limited as justice requires