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Contracts Flashcards

Florida Bar Topics (73 cards)

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1
Q

General Rule: When does Common Law apply?

A

Common law applies to services or land.

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2
Q

General Rule: When does the UCC apply?

A

The UCC applies to the sale of goods.

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3
Q

General Rule: Contract Formation (3 Elements)

A

A proper contract includes an (1) offer, (2) acceptance, and (3) consideration.

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4
Q

General Rule: What is an offer?

A

An outward manifestation of one’s intent to enter a contract with definite and specific terms, communicated to the offeree.

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5
Q

General Rule: What are advertisements?

A

Advertisements are not offers, but instead invitations to make offers.

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6
Q

Exception: When can an advertisement become an offer?

A

An advertisement with detailed, specific terms may constitute an offer.

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7
Q

General Rule: When are offers revocable?

A

Offers are revocable until acceptance.

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8
Q

Exceptions: When are offers irrevocable? (3 Exceptions)

A

(1) Option Contracts (between individuals with consideration)
(2) Firm Offers (between merchants in writing)
(3) Unilateral Contracts (once performance begins)

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9
Q

General Rule: What are counteroffers?

A

A counteroffer changes the terms of the offer, rejecting the previous offer.

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10
Q

General Rule: What is a rejection?

A

The denial of an offer.

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11
Q

General Rule: What constitutes acceptance?

A

Some sort of communication indicating an intent to enter a contract. This may be done through any reasonable manner UNLESS a particular method of acceptance has been communicated.

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12
Q

General Rule: What is the Common Law standard for acceptance?

A

The Mirror Image Rule.

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13
Q

General Rule: What is the mirror image rule?

A

Acceptance only occurs if it contains the same terms as the offer.

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14
Q

General Rule: What is the UCC standard for acceptance?

A

Different terms may be included in the acceptance.

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15
Q

Exception: When are different terms unacceptable in a UCC contract?

A

Different terms cannot materially alter the original terms of the contract.

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16
Q

General Rule: What is the mail box rule?

A

Acceptance is effective when sent.

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17
Q

Exception to the mail box rule?

A

When two letters are sent, first a rejection and then an acceptance, whatever letter arrives first is controlling.

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18
Q

General Rule: What is consideration?

A

A bargained-for-exchange that involves a legal detriment or benefit (in Florida).

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19
Q

General Rule: What is contract modification?

A

An oral or written material change of terms of a contract.

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20
Q

General Rule: What is the Common Law approach to contract modification?

A

Additional consideration is needed to permit modification.

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21
Q

General Rule: What is the UCC approach to contract modification?

A

Only good faith is needed between parties.

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22
Q

General Rule: When does the parol evidence rule apply?

A

Someone trying to add oral statements made prior to or contemporaneous to entering into the contract.

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23
Q

General Rule: How does the parol evidence rule apply to a “completely integrated” agreement?

A

If a contract is a final integration (i.e., merger clause) of a negotiation, parol evidence shall not be admitted.

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24
Q

Exception to the application of the parol evidence in a “completely integrated” agreement?

A

Parol evidence CAN be used to clear up an ambiguity.

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25
General Rule: How does the parol evidence rule apply to a "partially integrated" agreement?
Parol evidence can be introduced.
26
Exception to the application of the parol evidence in a "partially integrated" agreement?
Parol evidence CANNOT be used to contradict or materially alter a contract.
27
General Rule: When is parol evidence always allowed? (3)
(1) Parol evidence CAN be used to clear up an AMBIGUITY. (2) Parol evidence CAN be used to prevent FRUAD or duress. (3) Parol evidence CAN be used to show a CUSTOM between merchants in a sale of goods context.
28
General Rule: What is the statute of frauds?
Certain contracts that must be in writing.
29
General Rule: What types of contracts does the statute of frauds apply to? (6)
(1) Marriage (2) Year (Greater Than) (3) Land (4) Executor (5) Guarantees (6) Sale of Goods >$500
30
General Rule: What must be included in a contract where the statute of frauds is required? (2 Elements)
(1) Basic Terms (such as parties, price, quantity, and term) (2) Signature
31
Exceptions to the statute of frauds? (2)
(1) Partial Perfomance (2) Merchant Confirmation
32
General Rule: What are the elements of the partial performance exception to the statute of frauds? (2-3)
(1) Payment AND (2) (a) Taking Physical Possession of Land OR (b) Improvements made on the land.
33
General Rule: What is the merchant confirmation exception to the statute of frauds? (2)
(1) If the merchant shares a signed confirmation that includes the quantity term AND (2) the buyer does not object within ten days.
34
General Rule: What happens when some contracts with a minor?
Contracts are voidable at the option of the minor.
35
Exception: What happens if a minor misrepresents their age?
The minor cannot use minority as a defense if they fraudulently misrepresent their age.
36
General Rule: What are the two types of mistakes?
(1) Unilateral Mistake (2) Mutual Mistake
37
General Rule: Unilateral Mistakes
Unilateral mistakes are not a defense.
38
Exception: When is a unilateral mistake a defense in contract law?
If a party knew about the unilateral mistake of the other party, then the unilateral mistake is a defense.
39
General Rule: Mutual Mistakes
Mutual mistakes are a defense.
40
General Rule: Impossibility Defense
An objective defense that occurs when nobody could complete the terms of the contract.
41
General Rule: ImpracticabilityDefense
While performance is possible, unforeseen circumstances make the performance too difficult or expensive.
42
General Rule: Intentional Misrepresentation
Intentionally misstating a material fact that induces another party and leads to damages
43
General Rule: Negligent Misrepresentation
Misstating or not stating a material fact that induces another party, which relied on the information, and leads to damages. (Used in the context of professionals.)
44
General Rule: What are the two types of breach?
(1) Major Breach (2) Minor Breach
45
General Rule: What is a minor breach?
The individual still receives the benefit of the bargain.
46
General Rule: What is a major breach?
The individual DOES NOT receive the benefit of the bargain.
47
General Rule: What can someone sue for when there is a minor breach?
Someone can only sue for some damages.
48
General Rule: What can someone sue for when there is a major breach?
Someone can sue for the total breach of contract.
49
General Rule: What is the perfect tender rule?
When presented with nonconforming goods, the buyer may accept, reject, or partially accept and partially reject the goods.
50
General Rule: Installment Contracts
One nonconforming installment is not a material breach.
51
Exception to installment contracts rule
If the nonconforming installment impairs the value of the contract, then there is a material breach.
52
General Rule: What legal remedies are available for a breach of contract? (3)
(1) Expectation Damages (2) Reliance Damages (3) Consequential Damages
53
General Rule: Expectation Damages
The default legal remedy is expectation damages that put the party in the position as if the contract had been performed.
54
General Rule: What is the standard for expectation damages?
Reasonable certainty to the amount of the damages.
55
General Rule: Reliance Damages
When expectation damages cannot be given, unreimbursed expenses can be given.
56
General Rule: Consequential Damages
These are foreseeable losses as result of a breach. These are foreseeable damages based on specific and special circumstances of the non-breaching party.
57
General Rule: What equitable remedies are available for a breach of contract? (3)
(1) Specific Performance (2) Rescission (3) Restitution
58
General Rule: When are equitable remedies granted?
Occurs when there is no adequate remedy at law.
59
General Rule: Specific Performance Remedy
Occurs when the nature of the contract is unique (i.e., land, antique, etc.).
60
General Rule: What is rescission?
The goal is to put the parties into the position that they were in BEFORE they entered a contract.
61
General Rule: When is rescission acceptable?
When there is no meeting of the minds.
62
General Rule: What is restitution?
Return of a benefit conferred.
63
General Rule: Promissory Estoppel
Promise that induces reliance to the party’s detriment (i.e., they would not have done it but for the promise).
64
General Rule: Third Party Beneficiary Rule
When a third party, not a party to the contract, is the intended beneficiary of the contract, that party has rights to sue, once their rights vest, under contract law.
65
General Rule: When does a third party beneficiary's interest vest? (2)
(1) They are told that there was a benefit OR (2) They learn of it AND begin to rely on the promise.
66
Exception to the Third Party Beneficiary Rule.
Incidental beneficiaries do not have standing.
67
General Rule: What is Anticipatory Repudiation?
Prior to contract performance, once party unequivocally refuses to perform (i.e., repudiates).
68
General Rule: What does Anticipatory Repudiation allow?
Anticipatory repudiation allows the non-repudiating party to sue BEFORE the contract date arrives.
69
General Rule: When can a party "demand assurances"?
When a party gives another party a reason to “be nervous,” the nervous party can “demand assurances” which must be received after a reasonable amount of time.
70
General Rule: When "demanding assurances," what is needed under the UCC?
The assurance must be (1) in writing and (2) the response must arrive within 30 days.
71
General Rule: Warranty of Merchantability
A product acts like it is supposed to act.
72
General Rule: Warranty of "Fitness For a Particular Purpose"
A product acts like what the seller claims the product will act like.
73
General Rule: Noncompete Agreements
Noncompete clauses must be reasonable.
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