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| Define Uniform Commercial Code |
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| UCC drafted be the National Conference of Commissioners on Uniform State Law. |
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| define a bilateral contract |
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| a promise is exchanged for a promise |
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| define a unilateral contract |
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| promise is exchanged for an act |
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| formed through words, either oral or written |
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| define implied in fact contracts |
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| once both sides have been fully performed |
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| having all essential elements needed for binding contract |
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| court finds that the contract is for an illegal purpose |
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| one of the parties was under or a disability or a minor when signed |
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| define requirements contract |
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| contract in which one party agrees to buy all its requirements for a particular product from the other party |
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| one party agrees to deliver its entire output of a particular product to the other party |
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| contract in which the buyer gives the seller consideration to keep the offer open for a stated period of time |
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| define merchants firm offer |
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| offer made by merchant in a signed writing that assures the buyer the offer will remain open for a specific period of time. does not require consideration to be binding |
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| requirement that acceptance exactly mirror the offer or the acceptance will be viewed as a counter offer |
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| quasi means as if.. not a real contract but as if there were one |
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| anything of value; must be present for a valid contract to exist, and each side must be give consideration |
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| define unconscionable contract |
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| contract formed between parties of very unequal bargaining power where the terms are so unfair as to shock the conscience |
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| define promissory estoppel |
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| occurs when the courts allow detrimental reliance to substitute for consideration |
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| valid contract that can be set aside at the option of one of the parties |
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| ability to take back ones contractual obligations |
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| normally food, clothing, shelter, and medical treatment |
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| contract that is invalid even if it is not repudiated by either party |
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| define covenant not to compete |
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| promise not to compete within a given geographic area for specific time period |
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| contract formed where the weaker party has no realistic bargaining power. typically a take it or leave it basis |
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| define exculpatory clause |
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| provision that purports to waive liability |
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| act of canceling the contract and returning the parties to the positions they were in prior to the contract having been formed |
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| guarantee made by the seller or implied by law regarding the character quality or title of the goods being sold |
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| define implied warranty of merchantability |
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| implied promise that the goods being sold will be sable for the purpose for which they were sold |
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| define implied warranty of fitness |
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| implied promise that the goods being sold will satisfy a special promise |
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| define parole evidence rule |
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| evidentiary rule that written contract cannot be modified or changed by prior verbal agreements |
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| define substantial performance |
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| breach of contract, performance of all the essential terms of the contract will entitle the breaching part to contractual price minus any damages caused by the breach |
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| grave failure to fulfill the contractual terms that the other party is relieved of all contractual obligations |
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| define perfect tender rule |
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| requirement that the good delivered exactly meet the contractual specifications |
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| act of canceling the contract and returning the parties to the positions they were in prior to the contract having been formed |
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| when 3rd party is substituted for one of the original parties |
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| define accord and satisfaction |
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| agreement and then the performance of something different than originally promised |
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| transfer by one of the original parties to the contract of part or all of his or her interest to a third party |
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| amount owed is undisputed |
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| transfer by one of the original parties to the contract of his or her obligations to a third party |
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| define specific performance |
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| when money damages an inadequate, a court may use this equitable remedy and order the breaching party to perform his or her contractual obligations |
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| define mitigation of defense |
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| requirement that the non breaching party take reasonable steps to limit his or her damages |
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| define consequential damages |
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| indirect damages that must be foreseeable to be recovered |
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| define liquidated damages clause |
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| contract provision that specifies what will happen in a case of breach |
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| define contract reformation |
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| an equitable remedy that allows the courts to rewrite contract provisions |
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| agreement that can be enforced in court |
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| what are the 3 basic elements of a contract? |
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| offer, acceptance, and consideration |
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| what ways can contracts be classified as?` |
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| bilateral, unilateral; express or implied in fact; formal or informal; executory or executed; and valid, void, voidable, or unenforceable, |
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| what are the most common defense |
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| lack of contractual capacity, illegality, violation of public policy, lack of genuineness of assent, breach of warranty, and statute of frauds |
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| how can third parties attain contractual rights |
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| assignment, delegation, or thru being an intended beneficiary |
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| a plaintiff bringing contract action may be under what? and is usually seeking what? |
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| under a duty to mitigate damages and is usually seeking specific performance, compensatory, or consequential damages |
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| article 2 of the Uniform commerical code governs what? |
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| contracts for the sale of goods |
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| ucc was drafted by legal scholars with hope to what? |
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| making commerical law more unified among the states |
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| ucc provisions apply to everyone but some sections contain rules that apply to who? |
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| under the ucc everyone is under obligation to act in good what? |
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