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15 Cards in this Set
- Front
- Back
pre-existing duty + 3rd parties
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does not apply if it is a duty owed to a third party
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moral consideration + statute of limitations
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there was a debt barred because of SOL, then promise IN WRITING to pay a smaller amount --> moral consideration is sufficient to make an enforceable K
always enforceable for the lesser amount |
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preexisting duty = consideration?
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generally, no
if a party already owes a duty to perform, traditionally that performance cannot be used as consideration for another promise |
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can executory bilateral contracts be formed without any communication of acceptance?
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yes.
common example: prior dealings between the parties, or trade practices known to both, create a commercially reasonable expectation by the offeror that silence = acceptance. offeree = duty to notify the offeror if no intention of acceptance |
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illusory promises + right to cancel
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reservation of an unqualified right to cancel or withdraw from a contract at any time may amount to an illusory promise
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UCC's good faith requirement + right to cancel
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implied requirement of good faith in all sales contracts imposes an additional restriction on the parties' right to cancel
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promissory estoppel + option contracts
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offer = binding as an options contract even without consideration IF the offeror should reasonable expect it to induce action or forbearance of a substantial character by the offeree before acceptance, and such action or forbearance is in fact induced
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general rule re: acceptance + enforceable K
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acceptance of an offer must be communicated to the offeror
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UCC + loss of specific goods
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contract obligations = avoided if
(1) particular goods = identified (2) risk of loss has not passed to buyer (3) goods destroyed without fault of either party |
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intended third-party beneficiary
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(1) expressly designated in the contract
(2) some performance is to be made directly to her, AND (3) stands in a relationship to the promisee that an intent to benefit can be inferred |
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intended third-party beneficiary + rights
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can enforce a K against the promisor
however, promisor can assert defenses he would have been able to assert against the promisee |
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intended third-party beneficiary + enforcement of K
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can enforce the K only after her rights have vested
vesting occurs when the beneficiary (1) manifests assent to the promise in a manner invited or requested by the parties (2) brings suit to enforce the promise, OR (3) materially changes position in justifiable reliance on the promise |
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effect of valid assignment
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establishes privity of contract between the obligor and the assignee --> assignee becomes real party in interest, and he aline is entitled to performance under the contract
extinguishes privity of contract between the obligor and the assignor |
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delegation
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transfer of contractual duties to a third party
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delegation + liability
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the delegator-obligor still remains liable on the promise even if the delegate expressly assumes her duties.
the nondelegating party becomes a third-party beneficiary of the assumption agreement and can sue either the delegate or the delegator-obligor the delegate = the principal the delegator-obligor = the surety, can obtain reimbursement based on the assumption agreement |