Mbe Contracts

Front 1

First thing to do when looking at contract question

Back 1

Does UCC apply?
Contract formation: offer, acceptance, consideration
Valid: voidable by legality, mistake, misrepresentation, incapcity

Front 2

Requirements contracts

Back 2

-I promise to buy all I need from you;
-good faith is required (under common law used to be illusory)

Front 3

Unilateral Contract

Back 3

Where an offer can be accepted only by performing (contract will say can only accept by performance, or it will be a reward or contest)

Front 4

Firm Offer

Back 4

Under the code, offer can be enforced for up to 3 months, regardless of the exceptions. However, offer must be written or signed by party making the offer

Under common law, can revoke an offer, up until it is accepted, except in 2 situations
1. where offeree gave consideration to keep offer open (option)
2. If offeree detrimentally relied on promise to keep offer open
(still hold them for 3 months if they promised to hold open longer)

Front 5

Mirror Image Rule and UCC Exception***

Back 5

Acceptance must mirror offer; however under the UCC a change doesn't prevent acceptance.

Offeree's Term is included ONLY IF:
1. both parties are merchants
2. no material change
3. no objection within a reasonable time

NOTE: This is different than a condition which is not an acceptance ("I will do X, if you do Y")_

Front 6

Acceptance by Performance

Back 6

-Bilateral contract, BEGINNING performance is acceptance (conduct rather than words suffices-WILL BE ON TEST)
-Unilateral contract, COMPLETING performance is acceptance. (though you can't revoke after performance begins)

Front 7

Non-Conforming Goods

Back 7

An offer/order for goods may be accepted by
1. promise to ship goods
2. prompt shipment of conforming goods
3. prompt shipment of nonconforming goods, which will also constitute a breach UNLESS:
-breacher notifies buyer (ACCOMODATION NOTICE--this is a counter-offer)
Buyer may accept the counter-offer and pay, or reject, but will get no contract damages because didn't accept counter-offer
-

Front 8

What if dad offers daughter money to stop doing drugs?

Back 8

No contract because can't give consideration of something you are not legally allowed to do anyway.

Front 9

Is there a defense of mistake in contracts?

Back 9

If both parties make mistake, the contract is canceled or can modify (unless mistake is immaterial; price is immateral if neither knew of price difference).

If one party makes mistake, still bound by contract umless other party knew or should have known of mistake

Front 10

Contract Modification *****

Back 10

CL - consideration is required to modify (preexisting duty rule)
UCC- no consideration is required but must have GOOD FAITH reason to modify

Front 11

what type contract requires a writing?

Back 11

MYLEGS
-Marriage (in contemplation of) or Modification of contract that places it in SOL
-Year (can't be completed in one year
- Lease of goods for $1000 (TEXAS ONLY)
- Executor promises to pay out of own funds
-Goods greater than $500
-Suretyship

TIPS: Can always orally modify contract under CL even if agreed not to.

Front 12

Satisfactory Writing

Back 12

-sale of goods must contain a quantity and be signed by the party CHARGED WITH THE BREACH
-Other contracts, must have all material terms and signed by D.

Front 13

Exceptions to SOL

Back 13

1) K between merchants and one party sends out written confirmation to other party (which is not objected to within 20 days)
2) goods accepted and paid for by buyer (applies to goods and not whole contract)
3) custom made goods
4) judicial admission
5) suretyship "main purpose" to benefit himself

Front 14

Promissory Estoppel

Back 14

1) promise by D
2) reasonable expectation by D there would be reliance
3) actual reliance by P
4) the interest of justice requires it

Front 15

When do a 3rd party beneficiaries rights vest?

Back 15

1. when 3rd party asked to ascent and does
2. when 3rd party learns of contract and relies on it
3. when 3rd party brings lawsuit to enforce

Cannot modify or cancel after vesting unless 3rd party gives permission

Front 16

Assignments

Back 16

-must have language of present transfer ("I assign") and not a promise to assign

-no consideration required
-assignee can sue for not getting paid

Front 17

Delegation

Back 17

-may delegate with the consent of person to whom performance is owed
-delegating party remains liable (unlike novation) (delegate is liable if they get consideration)

Front 18

What if person too sick to perform contract for personal services?

Back 18

Not liable. Doctrine of impossibility.

(unless contract says otherwise)

Front 19

***Damages for volume seller

Back 19

Difference between wholesale price and contract price (what 3rd party pays is irrelevant)

Front 20

What detail in the contract is necessary to form a contract for the sale of goods?

Back 20

Quantity.

Other items that are missing (i.e. delivery) are "gap filler" provision, and determined by reasonablness.

Front 21

Option Contract

Back 21

-Offeree gives consideration for a promise by the offeror not to revoke an outstanding offer. An offer cannot be terminated before that time, even by the offeree (who expressly states not interested anymore)

-option survives death of offeror

Front 22

A promise to payt a legal obligation that is barred by law (i.e. SOL), may be enforceable under what situations?

Back 22

1. Enforce a new promise if it's in writing.
2. Enfor a new promise if there has been part performance

(amount will be the new promised amount)

Front 23

Where ambiguity in a contract (open to 2 different interpretations), a contract will be construed against which party?

Back 23

Construed against the party that knew of the ambiguity and enforced in accordance with the unknowing party's intent.

If neither know of ambiguity in term, parol evidence can be used to aid factfinder.

Front 24

What is a nonbreaching party's remedy for destoryed goods (destroyed on their way, but before FOB)?

Back 24

Contract price (not just the profits that would have been realized)

Front 25

What's an accord?

Back 25

Agreement under which one party agrees to accept some other, different performance from the other party than he would have under the existing contract.

Must have consideration.
The satisfaction discharges both the aqccord and the original contract.

Front 26

When a buyer breaches a contract by refusing to accept goods, what are the damages?

Back 26

Contract price - market price, or
contract price - resale price

plus incidental damages.

(what will put him in the position he would have been in had the contract been performed)

Front 27

what are the damages for a Lost volume seller?

Back 27

-can manufacture as many widgets as it can sell, and has ample inventory on hand. Should be put back in place it would have been had the contract been performed.

Front 28

Cannot enforce specific performance, even for unique item, when?

Back 28

Subsequent purchaser is a bona fid purchaser (purchased for value, in good faith)

Front 29

Can a seller under the UCC stop delivery of goods under a contract if they find out the buyer is insolvent?

Back 29

Yes, UNLESS buyer offers to pay cash on delivery.

Front 30

Can contractual duties involving personal judgment or skill be delegated?

Back 30

No, unless the nondelegability is waived by accepting the skill and personal judgment of delegee.