Term
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Definition
| the offer must be made by the offeror to the offeree and offeree must have knowledge of the offer |
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Term
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Definition
| there must be intent to make a legally valid offer; intent is determined by an objective standard of what a reasonable offeree would have believed |
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Term
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Definition
| offer’s terms must be clear enough to provide certain essentials of a contract |
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Term
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Definition
| initial communications between parties, through which the parties either request or supply the terms of a possible offer; not intended to be binding; parties can specify this |
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Term
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Definition
| usually, it is an invitation to customers or the public to make an offer to buy the advertised goods; includes items in store with price tags |
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Term
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Definition
| an auctioneer does not make offers to sell the property being auctioned but invites offers to buy |
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Term
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Definition
| the Code and the Restatement both provide a method for determining certain omitted but necessary terms when the parties otherwise show intent |
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Term
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Definition
| an agreement of a buyer to purchase a seller’s entire output for a stated period |
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Term
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Definition
| an agreement of a seller to supply a buyer with all his requirements for certain goods; enforceable within reason |
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Term
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Definition
| offer remains open for the time period specified for, if no time is stated, for a reasonable period of time |
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Term
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Definition
| generally, an offer may be terminated by the offeror at any time before it is accepted, subject to certain exceptions |
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Term
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Definition
| communicated refusal to accept an offer terminates the power of acceptance |
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Term
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Definition
| counterproposal to an offer that terminates the original offer |
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Term
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Definition
| offer terminated as a matter of law in that acceptance of revocation is no longer possible |
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Term
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Definition
| loss of the item to be sold terminates an offer by operation of law |
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Term
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Definition
| if for some reason the subject of the contract becomes illegal while offer is pending, the offer is terminated automatically |
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Term
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Definition
| a “merchant’s” offer to sell or buy goods in a signed writing that promises it will not be withdrawn is enforceable for up to three months |
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Term
| *Offer of Unilateral Contract |
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Definition
| an offer to form a unilateral contract (acceptable only by performance) may not be revoked for a reasonable time after performance if begun |
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Term
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Definition
| noncontractual promise that binds the promisor because she should expect that the promise will include the promisee (offeree) to take action in reliance on it; revocation will not prevent remedy for reasonable reliance |
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Term
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Definition
| contract that binds offeror to keep an offer open for a specified time |
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Term
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Definition
| offer made irrevocable by statue |
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Term
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Definition
| a manifestation by the offeree of his unwillingness to accept |
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Term
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Definition
| counterproposal from the offeree to the offeror that indicates a willingness to contract, but on different terms from the original |
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Term
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Definition
| a type of counteroffer which pretends to accept the offer, but with additional or different terms |
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Term
| Not considered a counteroffer and does not terminate the offer |
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Definition
| An inquiry that asks about potential willingness to consider other terms, while manifesting intent not to reject |
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Term
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Definition
| positive and unequivocal expression of a willingness to enter into a contract on the material terms of the offer |
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Term
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Definition
| the Restatement and the Code provide that unless the offer provides otherwise, acceptance is authorized to be in any reasonable manner; effective upon dispatch |
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Term
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Definition
| late or defective acceptance does not create a contract, but serves as a new offer; to create a contract, the original offeror must accept the new offer |
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Term
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Definition
| contracts that are covered by the statute of frauds must be made or confirmed in writing to be enforceable |
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Term
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Definition
| applies to promises to pay the debts of others; surety is secondarily liable Example: Co-sign a loan |
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Term
| Executor-Administrator Provision |
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Definition
| applies to promises to answer personally for duties of decedents |
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Term
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Definition
| applies to promises made in consideration of marriage o Example: A prenuptial agreement |
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Term
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Definition
| applies to promises to transfer any rights, privileges, powers, or immunities in real property |
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Term
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Definition
| if there is partial performance by the seller and reliance by the buyer, an oral contract will be enforced |
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Term
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Definition
| if the seller conveys (transfers) the property, an oral contract will be enforced |
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Term
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Definition
| applies to contracts that cannot be performed within one year (o The year runs from the time the agreement is made, not when performance starts) |
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Term
| Full Performance Exception |
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Definition
| makes the promise of the other party enforceable without a writing under majority view |
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Term
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Definition
| applies to a contract for the sale of goods totaling $500 or more |
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Term
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Definition
| admission in pleadings, testimony, or otherwise in court makes the contract enforceable for the quantity of goods admitted |
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Term
| Specially Manufactured Goods |
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Definition
| an oral contract for specially manufactured goods is enforceable once the seller starts production |
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Term
| Delivery or Payment and Acceptance |
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Definition
| validates the contract only for the goods that have been accepted or for which payment has been accepted |
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Term
| requirements for a written agreement to be effective under the statute of frauds |
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Definition
| • Must specify the parties to the contract, the subject matter and essential terms (consideration, price, quantity, time of performance), and be signed by the party to be charged (held to the agreement) or by her agent |
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Term
| special compliance rules for sales of goods under the UCC |
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Definition
| • Must indicate that a contract has been made between the parties, be signed by the party against whom enforcement is sought, and specify the quantity of goods to be sold, Price and time are not required, can be filled in by the UCC |
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Term
| Oral Contract within Statute of Frauds |
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Definition
| is unenforceable unless there is an exception |
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Term
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Definition
| statute does not apply to executed contracts |
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Term
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Definition
| available in quasi contracts for benefits conferred in reliance on oral contract; gives you back what you lost or the value |
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Term
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Definition
| oral contracts will be enforced where the party seeking enforcement has reasonably and justifiably relied on the promise and the court can avoid injustice only by enforcement |
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Term
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Definition
| substantive law; written in full; any discussion beforehand no longer matters if it is not stated in the contract |
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Term
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Definition
| parties express intention that it is the full and final written expression of the agreement |
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Term
| determine whether oral testimony would vary (contradict) the written terms of the contract |
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Definition
| contract is unenforceable unless there are exceptions |
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Term
| situations in which the parole evidence rule does not apply |
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Definition
| A contract that is not integrated, correction of a typographical error, showing that a contract was void or voidable, showing whether a condition has in fact occurred, showing a subsequent mutual rescission or modification of the contract |
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Term
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Definition
| conduct between the parties concerning performance of the particular contract; concerning the current deal; most significant |
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Term
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Definition
| practice engaged in by the trade or industry; least significant |
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Term
| Know the rules of contract interpretation identified with an asterisk |
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Definition
All the circumstances are considered and the principle purpose of the parties is given the greatest weight; look at the big picture
• A writing is interpreted as a whole; the whole document is read
• Specific terms are given greater weight than general language
• Separately negotiated terms are given greater weight than standardized terms or those not separately negotiated
• The priority order for interpretation is express terms, course of performance, course of dealing, and usage of trade
• Where a term has several possible meanings, the term will generally be interpreted against the party who supplied the contract or term; the party that wrote it loses
• Written provisions are given preference over typed or printed provisions, and typed provisions are given preference over pre-printed provisions
• If an amount is set forth in both words and differing figures, words control figures |
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Term
| Situations in which the parol evidence rule does not apply |
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Definition
| A contract that is not integrated, correction of a typographical error, showing that a contract was void or voidable, showing whether a condition has in fact occurred, showing a subsequent mutual rescission or modification of the contract |
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Term
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Definition
| conduct between the parties concerning performance of the particular contract; concerning the current deal; most significant |
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Term
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Definition
| previous conduct between parties; previous history between them |
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Term
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Definition
| practice engaged in by the trade or industry; least significant |
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Term
| rules of contract interpretation 1 |
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Definition
| 1. All the circumstances are considered and the principle purpose of the parties is given the greatest weight; look at the big picture |
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Term
| rules of contract interpretation 2 |
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Definition
| 2. A writing is interpreted as a whole; the whole document is read |
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Term
| rules of contract interpretation 3 |
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Definition
| 3. Specific terms are given greater weight than general language |
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Term
| rules of contract interpretation 4 |
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Definition
| 4. Separately negotiated terms are given greater weight than standardized terms or those not separately negotiated |
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Term
| rules of contract interpretation 5 |
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Definition
| 5. The priority order for interpretation is express terms, course of performance, course of dealing, and usage of trade |
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Term
| rules of contract interpretation 6 |
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Definition
| 6. Where a term has several possible meanings, the term will generally be interpreted against the party who supplied the contract or term; the party that wrote it loses |
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Term
| rules of contract interpretation 7 |
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Definition
| 7. Written provisions are given preference over typed or printed provisions, and typed provisions are given preference over pre-printed provisions |
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Term
| rules of contract interpretation 8 |
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Definition
| 8. If an amount is set forth in both words and differing figures, words control figures |
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