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11 Cards in this Set
- Front
- Back
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When is the UCC used? |
In general, Article 2 of the UCC will apply whenever the transaction at issue is a sale of goods (generally, tangible personal property). |
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Predominant purpose test |
When a transaction involves both the sale of goods and the rendering of services, the “predominant purpose” test applies to determine which law applies to the entire transaction. |
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What do you need for a contract to be enforceable? |
Mutual assent (offer and acceptance) Consideration Lack of defenses to the formation of the contract |
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What is the Florida Distinction regarding consideration? |
Florida provides that consideration can be satisfied by either a benefit, legal detriment, or both. |
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Florida Distinction to the Preexisting Duty Rule |
There is an exception to the pre-existing legal duty rule when a third party offers a promise contingent upon performance of a contractual obligation by a party. Under the exception, the third party’s promise is sufficient consideration. Restatement (Second) of Contracts § 73. |
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In Common law, a new promise to pay a debt after the statute of limitations has run is enforceable without any new consideration. What is the Florida distinction? |
In Florida, for a promise to pay a debt after the statute of limitations has run to be enforceable, it must satisfy the Statute of Frauds and be in writing and signed by the party to be charged. Fla. Stat. § 95.04. |
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Fraudulent Misrepresentation elements in Florida: |
(1) a person makes a false statement concerning a material fact, (2) that person knows that the representation is false, (3) the representation was made with the intent of inducing another to act on it, and (4) the party acting in reliance on the representation was injured as a result. |
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Contracts Within the Statute of Frauds in Florida |
MSOUR (Common Law Contract) Marriage, Suretyship, One Year, UCC ($500 or more), Real Property Contract In addition, Florida recognizes: Newspaper subscriptions, healthcare, and debt contracts |
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Florida Law on Construction Contracts and Indemnification |
In Florida, a construction contract that contains an indemnity provision must contain a monetary limitation on the extent of the indemnification that bears a reasonable commercial relationship to the contract. The monetary limitation must not be less than $1 million per occurrence, unless otherwise agreed by the parties. |
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Anticipatory Repudiation Florida Language |
A refusal to perform that is “distinct, unequivocal, and absolute” is repudiation permitting the other party to seek assurance of performance, to seek damages, or to mitigate damages. |
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Are punitive damages allowed in Florida Law? |
In Florida, punitive damages are only awarded in cases of intentional conduct or gross negligence and are capped at either three times the compensatory damages or $500,000. |
