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| |Advertisement| ~> Offer (offeror)+Acceptance (offeree)+Validation (consideration)=|K| ~>Performance ~> |Breach| ~> Remedy |
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| Legally enforceable promise |
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| Objective Theory of Contracts |
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| Neither side judges..3rd party needed |
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| Acceptance, Validation, and Performance merge into one. EX: buying something at the store |
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| When parties have been very clear on what is wanted from contract |
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| 3rd party needed...terms were implied |
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| Law won't recognize/allow contract |
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| One party can get out of the contract..(legal disability) |
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| Offeree must accept or reject the exact offer made by the offeror |
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| The offeror revokes the offer (but only until acceptance/rejection) |
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| Reasonable amount of time unless offeror specifies |
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| Offeree must accept in same manner as the offer was made |
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| Valid when mailed, not received |
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| Only the 2 parties who form the contract can enforce it |
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| Unconditional promise within K |
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-Event that must occur before the covenant becomes binding
-Starts with "If" or "Provided that" |
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| You only have so long to sue other party for breached K. 4 years from breach |
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-Party that didn't cause the breach
-Has responsibility to keep damages as low as possible |
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| What the court does to make the aggrieved party whole |
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-Minor: Partial Breach; can only sue for damages
-Material: monetary funds would not be sufficient; Rescind contract |
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Monetary Damages
-Compensatory
-Incidental & Consequential
-Punative |
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Set amount for damages
ex. Buyout Clause |
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| Court orders breaching party to go through with duties |
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| Court orders a party not to do something |
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| Covenant of Good Faith and Fair Dealing |
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| Promise to complete duties to best ability; Every K presumes this |
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| Covers goods only. Not services |
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| written document that says who owns goods |
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Who has to replace goods if damaged during shipping?
A: Person who holds the title |
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Someone who regularly ships goods for others; Bailee
Ex: FedEx |
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If the seller fails to deliver goods exactly as specified in the K, the...
•buyer can reject all goods
•buyer can accept all goods (and sue for damages
•buyer can accept some goods and reject others (and sue for damages) |
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| has a reasonable amount of time to correct his/her own breach |
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| After a reasonable amount of time, buyer can seek substitute goods from another seller |
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| when buyer has reasonable doubt that seller can't come through, the buyer can then seek assurance |
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| seller saying that if something goes wrong with product, seller will make it right |
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| Can be given from any seller to any buyer. Negotiated |
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Building your product up but don't....
1. Give express warranty
2. Commit Fraud |
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| Knowing the info I'm giving you, so you buy my product, is wrong |
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| Good Faith Purchaser for Value |
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1. Buying from a reputable merchant
2. Pay with currency |
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| Implied Warranty of Fitness for Human consumption |
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| Product is safe to consume |
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| Seller owned product before selling |
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| Warranty of No Security Interest |
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| When a consumer buys a product from a merchant, it is sold without a security interest |
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| No warranties attached. type of disclaimer |
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