Use LEFT and RIGHT arrow keys to navigate between flashcards;
Use UP and DOWN arrow keys to flip the card;
H to show hint;
A reads text to speech;
42 Cards in this Set
- Front
- Back
MIXED Deal Contracts (involving Services and Contracts) are governed by
|
All or Nothing Rule - what is the MORE Important PART
Unless DIVIDING PAYMENT CONTRACTS, UCC governs Sales, Common Law governs rest |
|
Unilateral Contracts are:
Bilateral Contracts are: |
Promise to perform in exchange for PERFORMANCE
Promise to perform in exchange of Counter-promise by Words Or Acts |
|
Option Contract is...
|
(1) Promise
(2) To Keep Contract Open (3) For Consideration |
|
OFFER is a
|
manifestation of commitment to enter into a agreement
|
|
OFFER Exists under UCC Article 2 if
|
Parties intent
|
|
OFFER exists in COMMON LAW if
|
(1) Price Terms and
(2) Description |
|
Buyer can INCREASE terms of Requirement's contracts when:
|
increase is NOT unreasonably disproportionate
Increased AMt / Total Amt of Old Base |
|
ADVERTISEMENTS ARE OFFERS WHEN...
|
(1) REWARD Or
(2) Specific to Quantity And EXPRESSLY States WHO can ACCEPT |
|
How can you TERMINATE an OFFER?
3 ways |
(1) LAPSE of TIME (stated in K/reasonable time)
(2) DEATH of Party BEFORE ACCEPTANCE (3) REVOCATION |
|
REVOCATION
|
(1) Statement Or Conduct
(2) By Offeror (3) Of Unwillingness to Contract (4) and Offeree is AWARE |
|
REVOCATIONS sent by mail are ...
|
Effective when RECEIVED
|
|
CANNOT REVOKE an Offer in 5 scenarios:
What are they? |
(1) Acceptance occurred
(2) Irrevocable Offer Made (Option K) (3) Reasonably Foreseeable Detrimental Reliance (4) Start of Performance for Unilateral K irrevocable for reasonable time to complete performance (5) UCC Firm Offer Rule |
|
U.C.C. Firm Offer Rule (Irrevocable Offer) is:
|
(1) Offer by Merchant
(2) to buy or Sell Goods (3) Signed in Writing (4) promise to keep open for up to 3 months (5) by it's terms |
|
REJECTION of OFFER in 4 Ways
|
(1) COUNTEROFFER
(2) CONDITIONAL ACCEPTANCE (3) COMMON LAW MIRROR IMAGE RULE (additional terms = counteroffer) (4) UCC Article 2 Section 2-207: ADDITIONAL TERMS conditional upon acceptance - counteroffer |
|
UCC Article 2 section 2-207
(Offers) |
(1) Offer that Adds New terms
(2) NOT made as condition of acceptance (3) Are PROPOSALS IF ADDITIONAL TERM (1) MAterially changes the Offer Or (2) Offeror OBJECTS to change (3) Additional Term is NOT Part of the Contract (drops out) |
|
ACCEPTANCE OF an OFFER occurs by 5 ways...
|
(1) CONDUCT for additional terms K = acceptance for counteroffer (common law) acceptance of new contract based solely on conduct (UCC)
(2) FULL PErformance by Offeree (3) Start of Performance for Bilateral K (4) Offeree's Promise to Perform (5) Mailed Acceptance effective when mailed |
|
Acceptance by mail does not apply to
|
Option Contract Deadlines
|
|
4 types of Consideration are:
|
(1) Performance
(2) Forbearance (3) Promise of Performance (4) Promise of Forbearance |
|
Past Consideration is
|
Something already performed BEFORE K was Made, unenforceable K b/c no consideration
|
|
CONTRACT MODIFICATION under Common Law requires...
|
New Consideration unless
(1) New addition or change in performance (2) Unforeseen difficulties so Severe that they Excuse Performance (3) Third Party Promises to Pay |
|
CONTRACT MODIFICATION under UCC requires
|
GOOD Faith
|
|
3 CONSIDERATION SUBSTITUTES that ENFORCE Ks are:
|
(1) SEALS (in MD ONLY)*
(2) Written Promises to Pay Even Though you have Legal Defenses NOT to Pay (SOL ran) (3) PRomissory Estoppel - reasonable foreseeable detrimental reliance and enforcement to avoid injustice |
|
LACK of CAPACITY can still enforce K by ____
|
Ratification - capacity gained and D keeps benefits of K without objection
|
|
Statute of FRAUDS (SoF) applies to
|
Oral Agreements ONLY
|
|
Promises that FALL WITHIN STATUTE OF FRAUDS include (6 promises) :
|
(1) Promise by Executor to Pay Estate Debts of Decedent out of their Own Funds
(2) Promise Made in Consideration of Marriage (3) Promises to Answer a Debt for Another*** (4) Promise that Creates an Interest in LAND (5) Promise of Sale of Goods $500 or More (6) Promise by It's Terms CANNOT be DONE WITHIN ONE YEAR (service K) |
|
Under SoF, the Promise to Answer a Debt for Another DOES NOT fall WITHIN SoF IF
|
Main Purpose Exception applies: Person Guaranteeing debt has main purpose to guarantee because it gives them pecuniary benefit or secures them an advantage
|
|
Satisfying the SoF - Proving that there was a contract can be done by:
|
(1) Full Performance of the Party
(2) Part Performance for: a. Specially Manufactured Goods if there has been Substantial Beginning b. Ordinary Goods satisfied to Part actually performed c. Buyers payment satisfied to extent buyer paid (3) Writing a. Service K contain all material terms and signed by party asserting defense b. UCC K: contains quantity terms and signed by party asserting Sof Defense c. UCC K where both parties are Merchants: writing has quantity term and party claiming no K fails to respond to writing within 10 days of receipt (4) Judicial Admissions - Under Oath Pleadings/Testimony Satisfies SoF |
|
Broad Reasons Not to Enforce Contact include 7
|
(1) Illegal Subject Matter
(2) Illegal Purpose (3) Public Purpose (covenants not enforced) (4) Misrepresentation - a. Fraud - even if honest belief, buyer can RESCIND b. Duress (5) Unconscionability (6) Ambiguous Term - open to two interpretations (7) Mistake of FACT |
|
Mistake of Fact Is an Unenforceable Contract if:
|
(1) Both parties are Mistaken as to a assumption of Fact
(2) fact Materially Affects agreed Exchange and (3) Party trying to get out of the K does Not Bear the Risk of K |
|
Unilateral Mistake of Fact is an Unenforceable Contract if:
|
Nonmistaken Party KNEW or HAD REASON to KNOW of the mistake
(obvious mistakes) |
|
Parol Evidence Rule: Courts can admit evidence of earlier agreements (oral) in 4 "Limited purposes"
|
(1) Contradicting Written Deal: for the limited purpose of showing there was a mistake in integration
(2) Rescinding Deal: determining defenses to enforcement i.e. Misrepresentation (3) Explaining Term in Deal: introduce evidence based on custom/usage, or course of performance to explain/supplement a contract term (4) Adding to Deal: Written agreement was only partly integrated or added terms would ordinarily be in separate agreements |
|
Delivery Obligations of Seller in a Shipment Contract is:
|
(1) Get the Goods to Common Carrier
(2) Make Reasonable arrangements for delivery and (3) Notify the Buyer |
|
Delivery Obligations of a Seller in a DESTINATION Contract:
|
Risk of Loss held by Seller UNTIL goods ARRIVE to Destination (to Buyer)
|
|
F.O.B. (then Seller's City)
F.O.B. Buyer's City Or Any Other City |
Shipment Contract
Destination Contract |
|
Risk of Loss if
(1) Not controlled by an Agreement and (2) Neither PArty has Breached |
Risk of Loss on Seller UNTIL Delivery obligation is Complete
If No delivery obligation by Common carrier - If Seller is MERCHANT: - Risk of Loss shifts to buyer on "receipt" Seller NOT a MERCHANT: - Risk of Loss on Buyer at "tender" |
|
RECOVERY of NON-BREACHING PARTY for Risk of Loss Case
|
(1) Cancel K and Recover Incidental Damages (cost of replacement)
Or (2) Purchase Replacement Goods and Sue for Replacement Cost |
|
Warranties on Quality of Goods
3 warranties |
(1) Express
(2) Implied Warranty of Merchantability - fit for ordinary purpose (3) Implied Warranty of Fitness for Particular Purpose |
|
Implied Warranty of Fitness for Particular Purpose
|
(1) Buyer has a Particular Purpose for Goods and
(2) Reliance on Seller to select Suitable Good (3) Seller has Reason to KNOW of Purpose and Reliance |
|
Md* Rule on Privity for Consumer Goods
|
No Horizontal Privity Required for Consumer Goods
- Horizontal privity - injury by person who did not buy product |
|
Disclaimers limit liability on...
|
Eliminate Implied Warranties
Md* Implied Warranty of Merchantability cannot be disclaimed for Consumer Goods |
|
Non-Conforming Goods:
IF Performance is NOT PERFECT TENDER under UCC then Buyer has option to |
(1) Retain Goods and Sue for Damages Or
(2) Reject Goods and Sue for Damages |
|
Non-Conforming Goods with Accommodation: Seller Notifies Buyer that non-conforming goods offered as accommodation, Buyer has Option to:
|
(1) Accept Goods
Or (2) Reject Goods ACCOMMODATION SEEN AS COUNTER OFFER |