Rob's Missouri Law Knowledge > Contract Litigation > Flashcards

Contract Litigation Flashcards

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1
Q

What are the three general elements of a breach of contract claim?

A

The existence of a valid contract, a breach of that contract, and damages resulting from the breach.

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2
Q

What must be shown to establish the existence of a valid contract?

A

Both parties had capacity, there was an agreement, the agreement was described with sufficient detail, and there was valid consideration or mutual obligations.

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3
Q

What does capacity to contract mean?

A

That the parties had legal ability to enter into a binding agreement.

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4
Q

What is required to show an agreement existed?

A

Mutual assent between the parties to the same terms.

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5
Q

What role does consideration play in a valid contract?

A

It provides mutual obligations or value exchanged to support the agreement.

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6
Q

What must a plaintiff show to establish breach of contract?

A

All conditions to defendant’s performance were satisfied, the plaintiff performed or tendered performance or was excused, and the defendant failed to perform.

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7
Q

What is non-performance as a type of breach?

A

A failure to perform contractual obligations.

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8
Q

What is repudiation?

A

A clear and unequivocal statement or action showing a party will not perform contractual obligations.

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9
Q

What is prevention of performance?

A

Conduct by one party that prevents performance from occurring.

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10
Q

What must be shown to establish damages in a breach of contract claim?

A

That the breach was the proximate cause of a loss or lack of gain reasonably contemplated by the parties.

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11
Q

What is the statute of limitations for oral contracts in Missouri?

A

Five years.

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12
Q

What is the statute of limitations for written contracts in Missouri?

A

Ten years.

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13
Q

When does the statute of limitations begin to run in contract cases?

A

When the damage from the breach is sustained and capable of discernment.

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14
Q

How does the statute of limitations apply when there are multiple breaches?

A

It begins to run when the last breach occurs.

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15
Q

When is the statute of limitations tolled?

A

When the plaintiff is under 21 or incapacitated.

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16
Q

Can parties agree to delay or waive the statute of limitations?

A

Yes.

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17
Q

Can parties agree to shorten the statute of limitations?

A

No.

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18
Q

What is the Missouri Statute of Frauds?

A

A statute requiring certain contracts to be in writing and signed to be enforceable.

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19
Q

Are contracts subject to the statute of frauds void or voidable?

A

Voidable.

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20
Q

What types of contracts fall under the statute of frauds?

A

Promises by personal representatives for estate debts, promises to pay another’s debt, agreements in consideration of marriage, sale of land, leases longer than one year, and agreements not performable within one year.

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21
Q

What are the writing requirements under the statute of frauds?

A

The writing must identify the parties, subject matter, duration if applicable, and consideration, and be signed by the party to be charged.

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22
Q

Can multiple documents together satisfy the writing requirement?

A

Yes.

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23
Q

Must the writing be a complete contract?

A

No, as long as all essential terms are included.

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24
Q

What are affirmative defenses in contract litigation?

A

Defenses that must be pleaded or are waived.

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25
What are common affirmative defenses to breach of contract?
Statute of limitations, statute of frauds, fraud, duress, mistake, impossibility, commercial frustration, waiver, estoppel, cancellation, and novation.
26
What is fraud as a defense to contract enforcement?
A contract procured by fraud is unenforceable.
27
What must be pleaded to assert fraud?
Fraud must be pleaded with particularity.
28
What are the elements of fraud?
A representation, falsity, materiality, knowledge of falsity, intent that it be acted upon, ignorance of falsity, reliance, right to rely, and resulting injury.
29
What is duress in contract law?
The inability to exercise free will due to threats or wrongful conduct.
30
What is mistake as a contract defense?
A factual mistake may render a contract unenforceable; a mistake of law does not.
31
When can a unilateral mistake justify relief?
When it is a factual mistake vital to performance and known or should have been known by the other party.
32
What is impossibility of performance?
When a party took virtually every action possible but could not perform.
33
What is commercial frustration?
An unforeseen event nearly destroys the value of the contract for one party.
34
What is waiver?
The intentional relinquishment of a known right.
35
What must be shown to establish estoppel?
A promise, detrimental reliance, foreseeability of reliance, and injustice absent enforcement.
36
What is cancellation of a contract?
Termination by rescission, contract terms, or mutual consent.
37
What is novation?
Substitution of a new contract that extinguishes the old one.
38
Should cancellation and novation be pleaded as affirmative defenses?
Yes, even though not expressly listed.
39
What are other defenses to contract enforcement?
Illegality, violation of public policy, unconscionability, and restraint of trade.
40
What makes a contract unconscionable?
Terms so harsh that no reasonable person would agree to them.
41
How do courts interpret contracts?
By determining admissible evidence and applying rules of construction.
42
What is the parol evidence rule?
A rule limiting use of extrinsic evidence to interpret written contracts.
43
What remedies are available for breach of contract?
Monetary damages, specific performance, and rescission and restitution.
44
What are nominal damages?
A small award recognizing breach even when no actual damages are proven.
45
What are actual damages?
Damages placing the plaintiff in the position they would have been in if the contract was performed.
46
What are lost profits damages?
Profits lost due to breach that were foreseeable, certain, and not speculative.
47
What evidence is required to prove lost profits?
Evidence of net profits and a rational basis for estimating damages.
48
When is prejudgment interest available?
When provided by contract or by statute after demand or filing.
49
What is the default prejudgment interest rate in Missouri?
Nine percent per annum.
50
When are attorney’s fees recoverable in contract cases?
When authorized by statute, contract, or equity.
51
What are liquidated damages?
Pre-agreed damages enforceable if reasonable and difficult to ascertain at contract formation.
52
What is specific performance?
An equitable remedy ordering performance of the contract.
53
When is specific performance appropriate?
When monetary damages are inadequate.
54
What must a plaintiff plead to obtain specific performance?
A specific request for that relief.
55
What contract terms must be definite for specific performance?
Parties, subject matter, duties, price if applicable, and consideration.
56
What is rescission and restitution?
An equitable remedy voiding the contract and restoring parties to pre-contract positions.
57
When is rescission and restitution available?
Only upon a material breach.
58
Can a plaintiff seek both damages and rescission?
Yes initially, but must elect one remedy.
59
Can attorney’s fees be awarded as restitution?
Yes.
60
What court has subject-matter jurisdiction over contract claims in Missouri?
Missouri circuit courts.
61
Where can claims under $25,000 be filed?
Circuit or associate circuit court.
62
How is personal jurisdiction determined?
Through residency or the long-arm statute.
63
Are forum-selection clauses enforceable?
Yes, unless unfair or unreasonable.
64
How is venue determined in contract cases?
Solely by statute.
65
Is there a special venue statute for contracts?
No.
66
How are venue-selection clauses analyzed?
Under the same standards as forum-selection clauses.
67
How do Missouri courts determine choice of law?
By applying the law of the state with the most significant relationship.
68
What factors determine the most significant relationship?
Place of contracting, negotiation, performance, subject matter location, and party domiciles.
69
Who may sue for breach of contract?
Parties to the contract, assignees, principals, intended third-party beneficiaries, and personal representatives in non-personal contracts.
70
Who must be joined as plaintiffs?
All necessary and indispensable parties.
71
Who are proper defendants in a contract action?
Contracting parties liable for performance and others with interests affected.
72
How are joint obligations treated?
They are presumed joint and several.
73
Is an agent liable for contracts entered for a disclosed principal?
No.
74
When is an agent liable?
When the agency or principal is undisclosed.
75
What pleading requirements apply to breach of contract claims?
Written contracts must be attached or pleaded by legal effect, execution is deemed admitted unless denied, and conditions precedent must be pleaded.
76
What special rules apply when suing municipalities?
Contracts must strictly comply with statutory requirements.
77
When should breaches be separated into different counts?
When they arise from separate transactions.
78
What is a quasi-contract?
A legal fiction imposed to prevent unjust enrichment.
79
What are the elements of a quasi-contract?
A benefit conferred, appreciation of the benefit, and inequitable retention without payment.
80
What is unjust enrichment?
Recovery of benefits unjustly retained by a defendant.
81
What are the elements of unjust enrichment?
Benefit conferred, recognition, retention, and unjust retention.
82
What is the hardest element to prove in unjust enrichment?
That retention of the benefit was unjust.
83
What is quantum meruit?
Recovery of the reasonable value of goods or services provided.
84
What are the elements of quantum meruit?
Benefit conferred, recognition, and unjust retention without payment.
85
When is quantum meruit unavailable?
When a valid express contract governs the relationship, unless performance was prevented.
86
What limits recovery under quantum meruit when a contract exists?
Recovery generally cannot exceed the contract price.
87
What is money had and received?
An equitable claim requiring return of money unjustly retained.
88
What are the elements of money had and received?
Defendant received plaintiff’s money, appreciated the benefit, and unjustly retained it.
89
What situations commonly support money had and received claims?
Mistaken payments, escrow errors, and failure of consideration.
90
What is an account stated?
A new agreement arising from prior transactions fixing a balance due.
91
What are the elements of an account stated claim?
Prior transactions, agreement on balance, acknowledgment of obligation, and unconditional promise to pay.
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