Contracts Flashcards

Question

Define **acceptance**.

Answer 1

A manifestation of a willingness to enter into the agreement by the offeree. ## Footnote Acceptance is a crucial element in contract formation.

Answer 2

Objective test. ## Footnote This test assesses the outward expression of acceptance rather than the internal intent.

Answer 3

The offeror; offeree must accept according to the rules of the offer. ## Footnote The offeror controls the terms and conditions of the offer.

Answer 4

When sent by mail (or similar), if there is delay between sending and receiving. Rule: Acceptance sent by mail is effective when the letter is sent. ## Footnote This rule applies to traditional mail and similar forms of communication.

Answer 5

* If offeree sends something else first (e.g., rejection, counteroffer) * Other types of communications (e.g., revocations, rejections) * Options contracts * Unclear for other media (e.g., fax, e-mail) ## Footnote Understanding these exceptions is crucial for contract law.

Answer 6

Generally no, but exceptions: * Unilateral reward offers or contests (e.g., lost pet) * Unilateral offer where parties are geographically close (offeree will see performance) * Past history of silence serving as acceptance (offeree should reasonably notify if not accepting) * Offeree intends to accept by silence. ## Footnote Silence can sometimes indicate acceptance under specific circumstances.

Answer 7

Without writing or speaking, based on actions or gestures. ## Footnote These contracts arise from the conduct of the parties rather than explicit agreements.

Answer 8

Yes, because a unilateral contract can be accepted only by performance (law gives promisee right to complete performance). ## Footnote This highlights the unique nature of unilateral contracts.

Answer 9

No, offeree is not required and can stop at any time (no agreement until full performance). ## Footnote This allows flexibility for the offeree.

Answer 10

Acceptance can be by either performance or a return promise. ## Footnote This approach provides clarity in ambiguous situations.

Answer 11

Treated as acceptance plus breach. ## Footnote This emphasizes the importance of conforming to the terms of the offer.

Answer 12

Specifically to the person trying to accept it (offeror must know about it). Even with open-to-all offer, offeree must communicate acceptance to the other party. ## Footnote This ensures that the offeror is aware of the acceptance.

Answer 13

Terms in acceptance must match the terms of the offer exactly—or it is not an acceptance, but a counteroffer. ## Footnote This rule is fundamental in contract law.

Answer 14

Both a rejection and a new offer. Conditional acceptance is another form of counteroffer (look for: 'if,' 'only if,' 'on the condition that,' 'but,' etc.). ## Footnote Recognizing counteroffers is essential for understanding negotiations.

Answer 15

Yes, UCC is more forgiving for acceptances that do not match terms exactly; replaces Mirror Image with § 2-207. In some cases, a purported acceptance that does not match can still count as a legal acceptance. ## Footnote This flexibility is a key feature of UCC.

Answer 16

A definite and seasonable expression of acceptance [or a written confirmation] which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional upon assent to the additional or different terms. ## Footnote This provision allows for more leniency in contract acceptance.

Answer 17

New term in acceptance may control, but only if all true: * Both parties are merchants. * New term does not materially alter the deal. * Initial offer did not expressly limit acceptance to its terms. * Offeror does not object within a reasonable time to the new term. ## Footnote This outlines the conditions under which additional terms can be accepted.

Answer 18

Arises when acceptance has a different term (as opposed to an additional term). Majority: 'Knock out' both differing terms; neither governs, and UCC gap-filling provisions apply. Minority: Different term does not govern under § 2-207(2); initial offer controls. ## Footnote This rule addresses conflicts between differing terms in acceptance.

Answer 19

Parties might fail to make a contract (e.g., acceptance not timely, conditional), but still act as though there is an agreement. Only terms that both writings supplied by UCC default rules become part of the contract. ## Footnote This provision allows for contracts to be recognized based on conduct.

Answer 20

Arises when parties have a contract (usually verbal) and one sends a confirming memo with additional terms. Text of § 2-207(1): definite and seasonable expression of acceptance or written confirmation. States terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional upon assent to the additional or different terms. ## Footnote This memo serves as a formal acknowledgment of the agreement.

Answer 21

If early agreement + written confirmation with new terms, work through the same steps as for § 2-207(2). But recognize that the new terms will rarely come in (especially if merchants). ## Footnote This tip is crucial for exam preparation in contract law.

Answer 22

A bargained-for exchange of promises involving a legal detriment to the promisee OR a legal benefit to the promisor. ## Footnote Consideration is a fundamental element of a valid contract.

Answer 23

* Who is making the promise that needs to be supported? * Is there a benefit to the promisor OR a detriment to the promisee? (only one is required) * Was it bargained for? ## Footnote These questions help assess the validity of a promise in contract law.

Answer 24

No. Gross disparity in value is irrelevant as long as there is some value (even $1). Only a pretense of consideration is insufficient. ## Footnote This principle ensures that courts do not interfere with the fairness of the bargain.

Answer 25

A statement that does not actually commit the promisor to anything (no real way to breach). ## Footnote Examples include: “if I feel like it,” “when I have more money,” “when the economy improves.”

Answer 26

No — they are enforceable. There is a way to breach (e.g., by shutting down production or buying from others). ## Footnote These contracts provide a legitimate framework for obligations.

Answer 27

No. An act already performed before the promise is made cannot serve as consideration. ## Footnote This rule prevents parties from claiming consideration for actions that have already occurred.

Answer 28

Yes, but only if: * (a) The plaintiff has a good faith belief in the validity of the claim, OR * (b) There is a reasonable doubt about the claim due to uncertain law. ## Footnote This allows for settlements and negotiations in legal disputes.

Answer 29

Generally No — follows the preexisting duty rule. ## Footnote This rule maintains the integrity of contractual obligations.

Answer 30

* Change in performance (new or different duties). * Third party promises to pay. * Unforeseen difficulties that would excuse performance. ## Footnote These exceptions allow for flexibility in contract modifications.

Answer 31

No. Modification is enforceable if made in good faith (even without new consideration). ## Footnote This provision encourages fair dealings in commercial transactions.

Answer 32

* A promise that the promisor should reasonably expect to induce reliance * The promisee does take detrimental action in reliance * Injustice can only be avoided by enforcing the promise ## Footnote These elements are essential for establishing a claim of promissory estoppel.

Answer 33

No — they only need to prove the other two elements ## Footnote Charities are often treated differently under the doctrine of promissory estoppel.

Answer 34

A court-imposed obligation to prevent unjust enrichment ## Footnote Elements include: * Plaintiff conferred a measurable benefit on defendant * Plaintiff reasonably expected to get paid * It would be unfair for defendant to keep the benefit without paying.

Answer 35

A moral obligation (e.g., past rescue) + a later explicit promise to pay can create an enforceable obligation ## Footnote This is sometimes referred to as the “half theory” in a few jurisdictions.

Answer 36

* Misunderstanding * Incapacity * Mistake * Fraud / Misrepresentation / Nondisclosure * Duress * Illegality * Unconscionability ## Footnote These defenses can invalidate a contract if proven.

Answer 37

No contract if: * Parties use a material term that is open to two or more reasonable interpretations * Each attaches a different meaning to it * Neither party knows (or has reason to know) of the confusion ## Footnote This defense highlights the importance of clear communication in contracts.

Answer 38

* Minors (under 18) * Mentally ill persons (cannot understand nature/consequences OR cannot act reasonably) * Very intoxicated persons (if other side knows or has reason to know) ## Footnote Capacity is crucial for the validity of a contract.

Answer 39

Contract is voidable by the incapacitated party ## Footnote Exception: Contracts for necessaries — incapacitated party must pay fair value.

Answer 40

Both parties are mistaken about a basic assumption of fact existing at formation ## Footnote Rescission allowed if: * Mistake of present fact * Relates to a basic assumption with material impact * The adversely affected party did not assume the risk of the mistake.

Answer 41

Generally no, unless: * The non-mistaken party knew, had reason to know, or caused the mistake * Enforcement would be unconscionable ## Footnote Unilateral mistakes are less likely to result in rescission than mutual mistakes.

Answer 42

A false statement of present fact (not opinion) that is material (or fraudulent), and justifiable to rely on ## Footnote Misrepresentation can lead to rescission of a contract.

Answer 43

Generally not fraud, except when: * There is a fiduciary relationship * Active concealment of a material fact ## Footnote Nondisclosure can create liability in specific circumstances.

Answer 44

An improper threat that leaves the victim with no meaningful choice ## Footnote Includes economic duress, which can invalidate a contract.

Answer 45

Illegal contracts are unenforceable ## Footnote A contract made in furtherance of an illegal act (but not itself illegal) may still be enforced.

Answer 46

The ultimate “shock the conscience” defense ## Footnote Two types: * Procedural (defect in bargaining — surprise, hidden terms, no meaningful choice) * Substantive (rip-off / grossly unfair terms) Some courts require both; others will enforce if only one is extreme.

Answer 47

A barrier that certain contracts must meet to become legally binding; prevents false assertions about a contract that was never really created. ## Footnote The SOF ensures that certain types of contracts are documented to avoid disputes.

Answer 48

* Does the SOF apply to this transaction? (Are we in SOF world?) * If so, has the SOF been satisfied? ## Footnote These questions help determine the applicability of the SOF to a specific contract.

Answer 49

A higher and special form of proof—typically a writing signed by the defendant or some performance on the purported deal. ## Footnote This requirement helps ensure that there is clear evidence of the agreement.

Answer 50

* Marriage—a contract made in consideration of marriage (like a prenup). * Suretyship—a contract promising to guarantee the debt of another. * One-year—a contract that by its terms cannot be performed within one year from its making. * UCC—applies to goods contracts for a price of $500 or more. * Real property—a contract for the sale of an interest in real property. ## Footnote These categories define the types of agreements that require written documentation under the SOF.

Answer 51

If the main purpose in agreeing to pay the debt of another is for the surety's own economic advantage, then we are NOT in SOF world. ## Footnote This exception allows certain agreements to bypass SOF requirements.

Answer 52

Narrowly: Applies if there is no possible way for the contract to be performed within one year (impossibility, not improbability). ## Footnote This strict interpretation limits the scope of contracts that fall under the SOF.

Answer 53

No—only those transferring an interest in the property. Leases of less than one year are usually not in SOF world. ## Footnote This distinction helps clarify which real estate agreements require written documentation.

Answer 54

Two main ways: By performance or by writing. The exact requirements differ between our parallel universes (common law vs. UCC). ## Footnote Understanding how the SOF can be satisfied is crucial for contract enforcement.

Answer 55

No. ## Footnote Defenses related to contract formation can still be raised even if the SOF applies.

Answer 56

Yes. ## Footnote This allows parties to present evidence of additional agreements that may exist alongside the main contract.

Answer 57

Yes. ## Footnote This principle helps clarify terms that may not be explicitly defined in the contract.

Answer 58

No—that's a modification. ## Footnote Modifications to a contract must follow specific rules and may not be covered by the PER.

Answer 59

Yes. ## Footnote Earlier writings can be used to interpret or clarify the terms of the contract.

Answer 60

Have the parties created an integrated writing? (Complete integration—the contract expresses all terms; partial integration—there is a final writing, but some terms are not included.) ## Footnote This inquiry helps determine the applicability of the PER.

Answer 61

Look for a merger clause (evidence of complete integration). ## Footnote A merger clause indicates that the written document is intended to be the final agreement.

Answer 62

If so, it may not violate the parol evidence rule and can be introduced as evidence if it does not contradict the writing. ## Footnote This allows for flexibility in interpreting agreements.

Answer 63

Yes—presumes a writing is, at most, only a partial integration—unless the parties would have certainly included a disputed term in the writing. ## Footnote This presumption allows for more evidence to be considered under the UCC.

Answer 64

* If the question does not have a signed writing, think Statute of Frauds. * If the question does have a signed writing, along with an earlier discussion of the deal, think Parol Evidence Rule. ## Footnote These distinctions help clarify when evidence can be introduced.

Answer 65

Yes—earlier statements or writings related to this agreement are not part of the deal under the PER. ## Footnote This reinforces the importance of the final written agreement.

Answer 66

Yes—this is known as the 'equal dignity rule.' ## Footnote This rule ensures that the authority of the agent is documented.

Answer 67

No—ask whether the deal, with the alleged modification, would be in SOF world. If so, the SOF requirements must be met for the modification; if not, there is no SOF requirement even though the initial deal was in SOF world. ## Footnote This highlights the need to reassess the SOF applicability after modifications.

Answer 68

Full performance of a services contract by either side ## Footnote Part performance does not satisfy the Statute of Frauds.

Answer 69

No ## Footnote Only one signature is required.

Answer 70

No ## Footnote It must cover fundamental facts: show that a contract has been made, identify the parties, and contain essential elements of the deal.

Answer 71

* Possession * Payment * Improvements to the land ## Footnote Any two of these elements can satisfy the Statute of Frauds.

Answer 72

The writing must mention the quantity of goods sold ## Footnote No need to mention the price.

Answer 73

Yes—part performance satisfies the SOF, but only for the quantity delivered and accepted ## Footnote This allows for some flexibility in enforcement.

Answer 74

The maker can satisfy the SOF as soon as it makes a substantial beginning toward the manufacturing of the goods ## Footnote These goods are exempted from the Statute of Frauds.

Answer 75

Yes ## Footnote This includes a statement in a pleading or during testimony.

Answer 76

The failure to object to a confirming memo within 10 days will satisfy the Statute of Frauds—but only if both parties are merchants ## Footnote This is a specific condition for merchants.

Answer 77

* Frauds wrongly asserted (e.g., to form contract as agent) * Equal dignity rule * Modification that satisfies SOF ## Footnote Not automatically; ask if the deal with modification would be in SOF.

Answer 78

Four big topics: * Parol evidence rule * Warranties * Conditions * Excuse of performance obligations (impracticability, frustration of purpose, etc.) ## Footnote These topics are essential in determining contract performance.

Answer 79

The PER bars prior evidence if there is an integrated writing ## Footnote First, determine what the agreement entails.

Answer 80

A promise about a term of the contract that explicitly shifts risk to the party making the promise. ## Footnote Warranties can be express or implied, affecting the obligations of the parties involved.

Answer 81

Any affirmation of fact, promise, description, sample, or model that becomes part of the basis of the bargain (not mere opinion/puffery). ## Footnote Use of a sample/model creates an express warranty that the goods will match it.

Answer 82

Only when the seller is a merchant dealing in goods of that kind. ## Footnote Warranty: Goods are fit for their ordinary commercial purposes.

Answer 83

When (1) the buyer relies on the seller’s expertise/skill to select suitable goods, and (2) the seller has reason to know of the buyer’s particular purpose. ## Footnote Applies even to non-merchants.

Answer 84

Yes — but: * Merchantability disclaimer must mention 'merchantability' and be conspicuous (if in writing). * Fitness disclaimer must be conspicuous (writing required). * 'As is' or 'with all faults' disclaims both if conspicuous. ## Footnote Disclaimers must meet specific requirements to be valid.

Answer 85

To shift risk by making one party’s performance obligation dependent on the occurrence (or non-occurrence) of a future event. ## Footnote Conditions can be express or implied.

Answer 86

* Express conditions (created by explicit language) * Implied conditions (especially the Constructive Condition of Exchange) ## Footnote Conditions determine the obligations of the parties based on future events.

Answer 87

Magic words: 'only if,' 'provided that,' 'on the condition that,' 'subject to,' 'if and only if.' ## Footnote Express conditions must be strictly satisfied (unless excused).

Answer 88

* Objective standard (preferred): Would a reasonable person be satisfied? * Subjective standard (aesthetic taste, art, personal services): Good faith / honest dissatisfaction. ## Footnote The evaluation standard can vary based on the nature of the contract.

Answer 89

* By words or conduct of the party protected by the condition. * By wrongful interference with the condition’s occurrence (good-faith standard). ## Footnote Waiving a condition can affect the obligations of the parties.

Answer 90

An implied condition that one party’s performance is conditioned on the other party’s performance (simultaneous or sequential exchange). ## Footnote CCE ensures that both parties fulfill their obligations in a contract.

Answer 91

When there has been substantial performance (i.e., the breach is not material). ## Footnote Substantial performance allows for recovery of damages for deficiencies.

Answer 92

Performance that does not involve a material breach. The non-breaching party must still perform but can recover damages for the deficiency. ## Footnote This concept is crucial in determining the outcome of contract disputes.

Answer 93

When the breach is material ('willful' breaches are almost always material) or the failure defeats the essence of the contract. ## Footnote Material breaches significantly affect the contract's value.

Answer 94

Yes — contract price minus damages for the deficiency (usually cost of completion). ## Footnote This allows for some recovery even in cases of breach.

Answer 95

Perfect Tender Rule — Seller must deliver perfect goods + perfect delivery. Any deviation = buyer may reject. ## Footnote This rule emphasizes the quality and condition of goods in sales contracts.

Answer 96

* Installment contracts — buyer may reject only if there is substantial impairment that cannot be cured. * Seller’s right to cure — if time remains or seller had reasonable grounds to believe buyer would accept. ## Footnote These exceptions provide flexibility in sales transactions.

Answer 97

If goods appeared conforming on delivery, but a substantial defect is discovered within a reasonable time (and defect substantially impairs value). ## Footnote Revocation of acceptance protects buyers from defective goods.

Answer 98

* If contract specifies → follows contract * If seller is merchant → risk passes when buyer receives goods * If seller is non-merchant → risk passes when seller tenders goods ## Footnote Understanding when risk of loss passes is crucial for determining liability in a goods contract.

Answer 99

* Shipment contract (F.O.B. seller’s place) — risk passes when goods are handed to carrier * Destination contract (F.O.B. buyer’s place) — risk passes only when goods arrive at buyer’s location ## Footnote The distinction affects when the buyer assumes risk and liability for the goods.

Answer 100

* Get goods to carrier * Make reasonable delivery arrangements * Notify buyer ## Footnote These steps ensure that the seller fulfills their obligations under the shipment contract.

Answer 101

* Get goods to buyer’s location * Notify buyer ## Footnote The seller's responsibilities are focused on ensuring the goods arrive safely at the buyer's specified location.

Answer 102

A clear and unequivocal statement or action by one party, before performance is due, indicating they will not perform on the contract. ## Footnote This concept allows the non-breaching party to take action before the performance date.

Answer 103

* Treat it as a breach and sue immediately for damages (but if performance completed, cannot sue early) * Ignore it, demand performance, and see what happens ## Footnote The choice depends on the circumstances surrounding the repudiation.

Answer 104

Immediately if repudiation is clear and unequivocal; but must wait until performance date if repudiation is unclear or retractable. ## Footnote Timing of the lawsuit is crucial based on the clarity of the repudiation.

Answer 105

Yes, as long as the other side has not: * Commenced a lawsuit * Acted in reliance on the repudiation (by materially changing its position) ## Footnote Retraction is possible until the other party takes significant action.

Answer 106

Reasonable grounds for insecurity about the other side's performance. If not provided within reasonable time, treat as repudiation. ## Footnote This provision protects parties from uncertain performance.

Answer 107

* Performance becomes illegal after formation * Subject matter is destroyed * In services contract with 'special person,' the performing party dies or is incapacitated ## Footnote These scenarios can excuse performance under contract law.

Answer 108

Something that hinders the ability to perform (not just cost), more expensive than expected will not normally excuse (look for hindrance, not just cost increase). ## Footnote The focus is on actual hindrances rather than mere financial burdens.

Answer 109

No—estate is normally liable for contractual obligations, unless something special about the person performing (e.g., personal services contract). ## Footnote The general rule is that contracts survive the death of a party.

Answer 110

Performance can still occur, but an extreme event undermines the entire reason for the contract (rare; event must be unforeseeable and not allocated to one party). ## Footnote This doctrine applies when the fundamental reason for entering the contract is defeated.

Answer 111

* Mutual agreement to walk away (yes, as long as some performance remains) * Accord and satisfaction: New performance satisfies the old obligation * Novation: Both parties agree a substitute person takes over (requires agreement of all) ## Footnote Modifications can change the obligations of the parties involved.

Answer 112

Accord = agreement to accept different performance; Satisfaction = actual completion of the new performance (excuses old obligation). ## Footnote Understanding the difference is key in contract modifications.

Answer 113

Sue on either the original obligation or the new promise. ## Footnote The non-performance of an accord does not eliminate the original obligation.

Answer 114

What are the remedies for breach? ## Footnote This question addresses the legal responses available when a party fails to fulfill their contractual obligations.

Answer 115

The other side may withhold their own performance (but may recover for the breach if entitled). ## Footnote This concept relates to the obligations of parties in a contract and the consequences of not meeting those obligations.

Answer 116

Seller must strictly perform all obligations or be in breach (but remember material breach applies to installment contracts). ## Footnote This principle emphasizes the seller's duty to meet the exact terms of the contract.

Answer 117

The typical remedy: Calculated to put the non-breaching party in the economic position they would have been in if no breach (expectation damages). ## Footnote Money damages aim to compensate the injured party for losses incurred due to the breach.

Answer 118

Value of performance without breach minus value with breach (e.g., contract price minus cost saved or market differential). ## Footnote This measurement seeks to quantify the loss suffered due to the breach.

Answer 119

* Reasonable certainty (must be proven) * Unforeseeable consequential damages (Hadley rule: only if foreseeable at contracting) * Mitigation (non-breaching party must take reasonable steps to reduce damages) ## Footnote These limits ensure that damages are fair and justifiable.

Answer 120

If proven with reasonable certainty (hard for new ventures; easier with track record). ## Footnote This criterion helps establish the legitimacy of claims for lost profits.

Answer 121

Special/unique losses not recoverable unless breaching party had reason to know at contracting (two categories: general vs. consequential). ## Footnote This distinction helps clarify the types of damages that can be claimed.

Answer 122

Breached-against party must take reasonable steps to reduce damages from breach (damages calculated as if they mitigated; burden on defendant to prove failure). ## Footnote This principle encourages parties to minimize their losses after a breach occurs.

Answer 123

Seller is a retailer who sells this product all the time and could have made both sales (mitigation by resale doesn't fully compensate). ## Footnote This requirement helps clarify the seller's ability to claim lost profits.

Answer 124

Expectation Damages = Contract Price - Amount Already Paid - Amount that Would Be Needed to Finish the Job. ## Footnote This formula helps quantify damages in cases of incomplete contract fulfillment.

Answer 125

If cost-to-complete dramatically overcompensates (economic waste); DMV = how much lower is the market value vs. what was wanted (breacher must act innocently/unintentionally). ## Footnote This choice helps determine the most equitable measure of damages.

Answer 126

Recover costs incurred relying on the contract (puts party in position as if contract never formed; 'groundhog day damages'). ## Footnote Reliance damages aim to compensate for expenses incurred based on the expectation of the contract being fulfilled.

Answer 127

Economic benefit conferred on defendant (quasi-contract measure; sometimes same as reliance, but need not be). ## Footnote This measure seeks to prevent unjust enrichment of the breaching party.

Answer 128

If: (1) Amount reasonable at contracting time; and (2) Actual damages uncertain/difficult to prove (not a penalty). ## Footnote Liquidated damages provide a predetermined amount for breach, ensuring clarity in contracts.

Answer 129

Almost never allowed (unless breach also a tort). ## Footnote Punitive damages are intended to punish wrongdoing and deter future breaches.

Answer 130

Presumptively for real estate; not for personal services; for UCC only if goods unique (e.g., art, custom-made). Money damages inadequate. ## Footnote Specific performance compels a party to fulfill their contractual obligations when monetary damages are insufficient.

Answer 131

Unpaid seller can reclaim goods sold on credit if: (1) Buyer insolvent at receipt; (2) Demand within 10 days (or reasonable if misrepresentation); and (3) Buyer still has goods. ## Footnote This right protects sellers from losses due to buyer insolvency.

Answer 132

* Third-party beneficiary contracts * Assignment * Delegation ## Footnote These concepts outline the framework for understanding third-party rights in contracts.

Answer 133

A third party can sue if they are an **intended beneficiary**. Incidental beneficiaries cannot. ## Footnote Intended beneficiaries have enforcement rights as they were meant to benefit from the contract.

Answer 134

* Promisor: Person making the promise * Promisee: Contractual counterparty to that promise * Third-party beneficiary: Outsider suing the promisor for breach ## Footnote Each party has a distinct role in the contract and its enforcement.

Answer 135

* Intended: Counterparties intended to convey enforcement rights * Incidental: Benefits but no intent to convey rights ## Footnote Only intended beneficiaries have the right to sue for breach of contract.

Answer 136

* Creditor beneficiary: Promisee strikes a deal to repay an earlier debt to the third party * Donee beneficiary: Promisee intends to confer a gift of enforcement on a third party ## Footnote These types clarify the nature of the benefit conferred to the third party.

Answer 137

* When the third party detrimentally relies on the rights * When the third party manifests assent to the contract * When the third party files a lawsuit to enforce the contract ## Footnote Vesting solidifies the third party's rights under the contract.

Answer 138

Yes, unless the third party knows about the promise and has changed position in reasonable reliance. ## Footnote This principle is related to promissory estoppel.

Answer 139

Any contract defense against the promisee (e.g., duress). ## Footnote All defenses transfer to the assignee, maintaining the integrity of the original contract.

Answer 140

Yes, if: * The beneficiary detrimentally relies on the rights * The beneficiary manifests assent to the contract * The beneficiary files a lawsuit to enforce the contract ## Footnote These conditions can negate a third party's ability to enforce their rights.

Answer 141

Transfer of rights under a contract. ## Footnote Assignment involves the transfer of benefits from one party to another.

Answer 142

Transfer of duties under a contract ("outsources" duties). ## Footnote Delegation allows one party to assign their responsibilities to another.

Answer 143

Yes, in whole or in part, unless the contract explicitly prohibits or invalidates assignments. ## Footnote This means that unless stated otherwise, benefits can be transferred.

Answer 144

If contract states rights are not assignable, determine if it prohibits assignments or invalidates them. ## Footnote The assigning party breaches when making the assignment, but the third party can still recover.

Answer 145

If gratuitous (no consideration); cannot be revoked if: * Obligor has already performed * Promissory estoppel applies * A document evidencing the assignment was delivered to the assignee. ## Footnote Revocability depends on the nature of the assignment and the actions taken thereafter.

Answer 146

No—irrevocable and holds (limited exception: later assignment takes priority if second assignee does not know of initial and is first to obtain payment or judgment, i.e., bona fide purchaser without notice). ## Footnote This ensures that the first assignment remains valid unless specific conditions are met.

Answer 147

Generally no—delegate not liable unless receives consideration from delegating party. ## Footnote Liability typically falls on the original party unless otherwise specified.

Answer 148

If contract prohibits delegation and as long as the other party does not have some special interest in having a specific individual perform (e.g., personal services). ## Footnote Certain contracts require specific individuals to perform duties, making delegation invalid.

Answer 149

* Agreement * Consideration * Defenses * Statute of Frauds ## Footnote These components are essential to establish the validity of a contract.

Answer 150

* Parol Evidence Rule * Warranties * Conditions * Excuse ## Footnote These elements help determine the fulfillment of contractual obligations.

Answer 151

* Anticipatory repudiation * Monetary damages (expectation, reliance, restitution) * Specific performance ## Footnote These remedies provide options for addressing breaches in contract law.

Answer 152

* Rejecting an offer * Revoking an offer (and irrevocable offers) * Statute of Frauds * Parol evidence rule * Warranties * Rejecting goods * Money damages * Third-party beneficiary * Assignment * Delegation versus novation ## Footnote These topics frequently appear in contract law examinations.

Contracts Flashcards

(176 cards)