Term
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Definition
| applies to "non-sales" contracts (eg. Real Estate and Service contracts) |
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Term
| UCC (Uniform Commercial Code) |
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Definition
| Sales (Article 2- a sale of goods, imagine going into a store and buying) |
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Term
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Definition
1. Agreement
2. Consideration
3. Freedom of Defenses |
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Definition
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Term
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Definition
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Term
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Definition
1. Bilateral v. Unilateral
2. Express v. Implied
3. Executory v. Executed
4. Void v. Voidable v. Valid
5. Unenforceable Contracts
6. Quasi Contracts |
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Term
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Definition
| a contract in which there is a promise looking for another promise |
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Definition
| there is only one promise, and that promise is looking for an act |
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Term
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Definition
| a contract that is formed by the language of the parties |
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Term
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Definition
| a contract not formed by the language of the parties, but by the actions of the parties (eg. dining and paying) |
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Term
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Definition
| a contract that has not been fully performed |
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Term
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Definition
| a contract that is formed by the language of the parties |
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Term
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Definition
| a contract that is missing one or more of the elements (not a contract) |
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Term
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Definition
| a contract in which one of the parties has the option on whether or not they want to go through with that contract |
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Term
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Definition
| contract that has all the elements of a contract |
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Term
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Definition
| a valid contract that the court will not enforce |
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Term
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Definition
not a contract, but the law treats it like it is a contract
(eg. you collapse unconscious, ambulance comes, hospital takes care to bring you to health, you pay when you wake) |
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Term
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Definition
| "as much as one deserves" |
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Term
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Definition
| the party who makes the offer |
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Term
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Definition
| the party to whom the offer is made |
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Term
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Definition
| a legally enforceable exchange of promises or an exchange of a promise for an act |
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Term
| What makes a valid offer? |
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Definition
1. The intent to contract
2. Certainty and definiteness of terms
3. Communication to offeree |
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Term
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Definition
| (only applies to an acceptance) if you send an acceptance in the mail, and it is properly addressed, with a stamp, and placed in the hand of the US Postal Service, then the acceptance is effective when it is SENT |
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Term
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Definition
| the acceptance has to be the mirror image of an offer |
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Term
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Definition
1. "Bargained-for" exchange
2. Mutual detriment
3. Legal value |
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Term
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Definition
| Both parties have to give up something |
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Term
| What concepts make a contract lose its legal value? |
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Definition
1. Illusory promise
2. Moral Obligation
3. Past Consideration
4. Preexisting Duty |
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Term
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Definition
(1677) statute for the prevention of frauds and perjuries
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Term
| What contracts must be in writing? |
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Definition
1. Contract for the sale of real property
2. Contract that can't be performed in one year
3. Contract to pay the debt of another
4. Contract in contemplation of marriage |
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Term
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Definition
A. Mistake
B. Misrepresentation & Fraud
C. Illegality
D. Duress
E. Undue Influence
F. Lack of Capacity |
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Term
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Definition
| Only one party is mistaken about a material fact concerning the subject matter of the K. These are generally enforceable. |
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Term
| Exceptions of a Unilateral Mistake |
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Definition
1. The other party should have known it was a mistake
2. Clerical/mathermatical error
3. Unconscionability |
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Term
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Definition
| Both parties are mistaken about a material fact concerning the K |
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Term
| Types of mutual mistakes and their validity |
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Definition
1. Mutual mistake of value (VALID)
2. Mutual mistake of fact (VOID) |
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Term
| Types of Misrepresentation or Fraud |
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Definition
1. Fraud in the Inception
2. Fraud in the Inducement
3. Fraud by Concealment |
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Term
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Definition
| does not know that you are entering into a K (void) |
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Term
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Definition
| Knows what K you are entering into, just induced through fraud (voidable) |
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Term
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Definition
| conceal a material fact (void) |
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Term
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Definition
| forcing someone to enter a contract (voidable) |
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Term
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Definition
not forced, but someone you trust takes advantage of that trust (voidable)
-eg. professor/student, lawyer/client, doctor/patient |
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Term
| Types of Lack of Capacity |
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Definition
1. Mentally Incompetent (void if evidence is shown during contract)
2. Intoxicated (void if there is evidence to show you didn't understand the nature of the contract) |
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Term
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Definition
| When money damages are inadequate or impractical as remedy, the injured party may turn to non-dollar remedies |
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Term
| Types of Equitable Remedies |
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Definition
-Recission/Restitution
-Reformation
-Specific Performance
-Injunctions |
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Term
| Conventions of Contracts for International Sale of Goods (CISG) |
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Definition
-drafted by the United Nations Comm. on International Trade
-bring uniformity on international transactions
-now overrides conflicting contracts (UCC) |
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Term
| Legal Ability to enter into a contract |
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Definition
1. Age of Majority
2. or have emancipation
3. Cannot be intoxicated or mental incompetence |
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Term
| Uniform Commercial Code (UCC) |
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Definition
| contract for the sale of goods costing $500 or more |
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Term
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Definition
rights and duties of the parties in the contract
-third party does not have rights |
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Term
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Definition
| the transfer of contractual rights to a third party |
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Term
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Definition
| party making the assignment |
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Term
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Definition
| party receiving the assignment (third party) |
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Term
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Definition
| the transfer of contractual duties to a third party |
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Term
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Definition
| any oral agreements made prior to or at the same time as a fully executed written contract that vary, alter, or contradict the terms of the written contract are invalid |
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Term
| Contract may be discharged by... |
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Definition
-Performance
-Mutual Agreement
-Conditions precedent or subsequent
-Impossibility of performance
-commercial impracticability |
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Term
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Definition
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Term
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Definition
if the goods or tender of delivery fail to conform to the contract, the buyer can:
-reject all goods
-accept all goods
-accept some and reject the rest |
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Term
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Definition
| a particular event that must take place in order to give rise to the duty of performance |
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Term
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Definition
| a particular future event that, when following the execution of a contract, terminates the contract |
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Term
| Discharge by Impossibility of Performance |
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Definition
-Death or Illness
-Change in Law makes performance illegal
-Destruction of the Subject Matter |
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Term
| Discharge by Commercial Impraticability |
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Definition
| A situation where performance is impractical because of unreasonable expense, injury, or loss to one party |
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Term
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Definition
| purpose is to place the injured (nonbreaching) party in the same position that party would have been in had the terms of the contract been performed |
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Term
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Definition
| Measure = Market Price - Contract Price |
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Term
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Definition
| foreseeable damages that result from a party's breach of contract. Caused by special circumstances beyond the contract itself |
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Term
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Definition
| designed to punish guilty party and to deter future similar conduct |
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Term
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Definition
| ($1) awarded to an innocent party when only a technical injury is involved and no actual damage (no financial loss) has been suffered. (it's the defendant who acted wrongfully) |
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Term
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Definition
| set in a separate clause in the contract which stipulates that the parties agree to pay so much per day (or in total) for every day beyond a certain date that the contract is not completely performed. |
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Term
| Remedies for Breach of Contract |
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Definition
-Compensatory
-Consequential
-Punitive
-Nominal
-Liquidated |
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Term
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Definition
| -the unmaking of a contract so as to return the parties to the position they occupied before the contract was made |
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Term
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Definition
| put the parties back in the position they were in if no contract had been entered into |
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Term
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Definition
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Term
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Definition
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Term
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Definition
| ask the court not to do something because if they can it will cause them irreparable damage |
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