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38 Cards in this Set
- Front
- Back
- 3rd side (hint)
Elements of a Contract
What is a contract? |
A promise/set of promises, by two or parties, in exchange for performance or another promise.
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Elements of a Contract
What are the elements of a contract? |
Offer, Acceptance, Consideration
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Elements of a Contract - Unilateral
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Contract formed by the invitation of a promise in exchange for performance.
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Invites/requires a acceptance through performance.
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Elements of a Contract - Bilateral
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contract formed by the exchange of promises. (Offeror makes a promise and acceptance by offeree is a promise in return.)
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Invites/requires a promissory acceptance.
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Elements of Contract
Option |
Promise made in exchange for the option of keeping an offer open for a period of time.
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2nd Rest./Majority- acceptance and revocation are effective upon receipt.
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Elements of a Contract
What is specific performance |
A contract limited to
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Acceptance
How is an offer accepted? |
Acceptance may be manifested by a promise (in return), performance, or reasonable method under the circumstances.
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The offer must be accepted in the manner communicated for acceptance. In absence of an specific form of acceptance, acceptance is communicated through performance or promise.
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Offer
What are the elements of an offer? |
Commitment to enter into a bargain with the understanding that the parties intend to be bound. Offer must be definite ad complete and manifests a willingness to enter into a bargain.
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The must be sufficient specificity that represent the complete terms of the bargain, so that a court would be able to ascertain an adequate remedy.
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Offer
How is an offer terminated? |
Termination or revocation
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Offer
What is Termination? |
Rejection; counter offer (offer about the same subject but change in terms); Death; Incapacity; Time (specified in offer or reasonable).
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Offer
What is Revocation? |
The withdrawal of the offeror's manifestation to enter into the bargin. Revocation is effective upon receipt. Offeror may revoke offer anytime prior to acceptance.
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Acceptance
What is acceptance? |
A manifestation of a willingness to enter into the bargain proposed by the offeror in the manner invited/required by the offer.
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Acceptance must be communicated in a reasonable time and the method of offer communicated.
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Acceptance
Mailbox Rule |
An offer is accepted at the time acceptance is dispatched/communicated. Dispatch begins when the acceptances leave the control of the offeree.
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Acceptance
Mirror Image Rule |
The offer accepted must not contain any terms different than the communication of the original offer.
UCC-No Mirror Image Rule. |
Change in terms of contract by offeree is a counter offer to original offeror.
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Consideration
What is Consideration? |
The giving back of something of value (promise or performance), by the offeree to the offeror, that induces them to enter into the offer.
Consideration makes a promise enforceable. |
Courts may not enforce a bargained
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Consideration
What is "bargained for" promise or performance? |
A promise/performance when promisor gives a promise in order to get a promise/performance in return AND promisee give the promise/performance in exchange for the promisor's promise.
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Courts may not enforce a "bargained for" when the promise is a commercial transaction or the context is a personal and private (domestic) context.
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Consideration
What is the significance of "in order" in "bargained for" promise or performance? |
"In order" signifies the promisor making a promise in order to get that promise/performance in return AND the promisee give promise/performance in exchange for the promisor's promise.
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Performance/promise-must be something than can be reliably verified as occurred.
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Consideration
Cancellation Clause |
The clause must appear that both parties have right to cancel, w/n reasonable/specified time.
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Consideration
Illusory Promise |
Promise which doe not obligate the promisor to do anything (promise/performance).
Not consideration. |
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Consideration
Implied Promise |
Explicit promise by a part is not intended, rather illusory.
Not consideration |
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Consideration
UCC Output Contracts |
Contract which the buyer agrees to purchase all the seller produces.
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Consideraton
UCC Requirements Contract |
Contract where the seller agrees to sell the buyer all the buyer requires.
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Consideration
UCC Exclusive Dealings Contract |
Seller promises that the buyer will be the exclusive dealer for seller's goods.
Buyer promises that the buyer will be the exclusive dealer for a seller's goods. |
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Consideration
Per Existing Duty Rule |
Promise/performance provided by promisee in exchange for a promise is NOT consideration if 1-promisiee is already legally obligated to do what the promisee promised; or 2-promisee is already leally obligated to provide performance.
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Consideration
Contract Modification - UCC |
Parties must mutually agree to resend the old contract and enter into the new contract. Modification must be voluntary and sought in good faith (legitimate reasons).
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Not consideration when one party (X) promises to do something new while the other's promise (Y) remains unchanged (i.e., no consideration by Y for new promise of X),
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Consideration
Contract Modification -Common Law |
parties must agree to fair/equitable changes and made in light of circumstances/conditions not foreseeable at time of contracting.
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Consideration
Promissory Estoppel |
A promise may be enforceable even if not "bargained for" (only enforceable to extent necessary to avoid injustice.
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Promisor (should have) expected the promise to induce action/forbearance on the part of promisee/third part or the action/forbearance occurred.
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Consideration
Alternative to Consideration |
1-when there is no longer a benefit; 2-moral obligation as consideration; 3-statutory exception.
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Consideration
Benefit/Detriment |
1-Legal detriment exists when promisee agrees not to do something promisee has no legal right to do. 2-Promisor receives a legal benefit that the promisee is not leagally bound to provide.
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Consideration
Moral Obligation |
Acknowledgement of a moral obligation arising from an act prior to the promise.
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Consideration
Statutory Exception |
Statutes which create exceptions to the requirements for consideration.
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Parole Evidence
Rule |
A side agreement that does not contradict the written agreement unless 1-written agreement is a complete integration AND 2-side agreement is w/n scope of original agreement.
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Side agreement - written/oral made at the same time as written contract.
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Parole Evidence
Complete Integration |
Written agreement the parties intend as the complete statement of the obligation.
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Parole Evidence
Reconciliation |
Side agreement is enforceable unless 1-it contradicts the written agreement; OR 2-the written agreement is a complete integration and w/n the scope.
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Parole Evidence
Test for Scope |
1-intent(parties intended to cancel side agreement when completely integrated); 2-same subject; 3-same consideration; 4-normal inclusion(would have written in the side agreement to complete integration).
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Parole Evidence
Entire Agreement/Merger Clause |
Evidence of relevant intent. Written agreement that contains it is the complete and exclusive statement of the obligation of the parties.
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Parole Evidence
Policy Considerations |
The more weight given to the agreement clause, the more likelihood the written agreement is a complete integration. opposite holds true.
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Parole Evidence
Contradiction |
The harder it is to explain away the contradiction, harder to enforce side agreement.
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Where a side agreement appears to contradict the written agreement, the court will not find for the purposes of Parole Evid. if there is an adequate explanation of why there is no contradiction.
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