Contracts Flashcards

Question

UCC acceptance with additional terms

Answer 1

1. a material term is open to at least 2 reasonable interpretations 2. each side attaches a different meaning 3. neither party know or has reason to know of the confusion

Answer 2

Three different catagories 1. a party is under the age of 18 2. people are mentally ill (two standards) - the person who cannot understand the nature and consequences of actions - person cannit in a reasonable manner in relation to the transaction (**and the other side knows it)** 3. a very intoxicated person (what does the other side know or should know). THE CONTRACT IS VOIDABLE: meaning that the party can void the contract however if there is a necessity the parrt must still pay fair value. (food clothing and shelter)

Answer 3

the person w/o capacity can ratify the contract by keeping the item. - the person now reached the age of 18 and continues to use the parts of the contract. - remember the other side must know someone on intoxications, the other side must know

Answer 4

a mistake is a beleif that does not accord with the present facts. only some mistakes act as a defense

Answer 5

a mistake that affects both parties: allows adversly affected party to resind: - there is mistake of fact existing at the time the deal was made - the mistake relates to a basic assumption of the K and has a matial impact on the deal; and - the impacted party did not assume the risk ## Footnote think aobut the diamond mistake while on the hiking trail.

Answer 6

- allows the advers afffected party to rescind the K - must proved elements of mutual mistake and - the mistake would make the k unconscionable; or - the non-mistaen party knew or had reasona to know of the mistake or caused the mistake (or had a duty to disclose) ## Footnote think the brewery questions with 10K offer for the 120K worht of beer. Frank should have know there was a mistake

Answer 7

to rescid: 1. misrerepsentaiton of a present fact 2. that is material or fraudualtn and 3. that the fact was justifyable reliad upon ## Footnote even if did not know the facts

Answer 8

you trick someone into signing something they do not know is a K

Answer 9

in special fiduciary duty or actrive concealment

Answer 10

arises when one party make threats to induce someone to enter the contract or puts intense pressure on someone to sign the k ## Footnote look for economic duress

Answer 11

- illegal Ks are unenforceable - NOTE: a k entered into in furtherance of an illegal act (not isself illegal)< will still be enforced) note: contracts against public polciy are not enforced (might be a broad excuplatory agreement) ## Footnote we do not restore parties:

Answer 12

this is the ultimate contract defense: needs to shock the conscionce of society. lopsided deal. | jurisdictions may differ and require both types of unconscionability ## Footnote procedureal unsconsionablity (defect in bargaining process (hidden term, not other contracting options) or substantice unconscionability isjust a rip off

Answer 13

basic policy: trys to prevent false assertiosn about contracts that were never formed ## Footnote it try to stop suspicious claims

Answer 14

ask: 1. does SoF applies 2. does someone do something to allievate the Sof and the deal goes through

Answer 15

applies to a five types of Ks: 1. marriage (prenup) 2. suretyship (promise to guranty debt of another) 3. one year rule (Ks that by its owns terms cannot be perfromed w/in one year 4. ucc: $500 or more 5. real property ## Footnote Mr. Sour (marriage, suretyship, one year, ucc and real property)

Answer 16

not within statute of fauds, if the main reason for surety is for economic advantage (benefits the surety)

Answer 17

this is very narrow: "is there not possible way that this K is not performed in one year. building the egytpion pyrimads was not protected: it is strange i verball K to manage elections through 2040, by the nature of the k | typically written in K ## Footnote problem 107 the employment was only for 3 months but it takes place a year later

Answer 18

1. only that tranfer an interest in Real property 2. leases less than 1 year are not within one year ## Footnote just becasue the contract touches land is not enough, it needs to be a transfer.....to build a home on your own land is not enough

Answer 19

1. by performance; or 2. by writing

Answer 20

1. when party has provided full performance and the other side does not, this k satisfies the statute of frauds and is binding

Answer 21

The K does not need: 1. both parties signatures 2. does not need to be a formal K 3. must cover fundamental facts - be indicating that a K has been made - identifying the parties and - contain the essentail elements of the deal

Answer 22

1. a signed writing does satisgy the Sof 2. part performance can satisy the Sof if any two of the following 3 conditions are met: - possession - payment and - improvments to the land

Answer 23

1. a signed writing: there is not need to mentions the price but needs to mention the quantity. 2. K is only enforceable for the quality mentiionsd also: part performacne can satisfy the statute of frauds. but for the qualtify delivered and accepted custom made/ sepcifically manufactured goods are exempted from Sof the manufature makes a substantial beginnging you can aslo satisfty the stutue of frauds with a judcial admission finally: failure to object to a confirming memo w/in 10 days, **only if both parties are merchants**

Answer 24

you need a signed writing in agnecy law to authorized and agent to form a K in Sof World

Answer 25

does a Kmod also need to meet Sof requirmeents: not automatically. deos the deal with Kmod now with the Kmod fall withing in Sof world, if so then yes.

Answer 26

An offer is an objective manifestation of a willingness by the offeror to enter into an agreement that creates the power of acceptance in the offeree.

Answer 27

that are voidable by the plaintiff

Answer 28

the contract is void

Answer 29

1. impractability and impossibility 2. novation 3. accord and satifaction 4. frustration of purpose the excuse performance

Answer 30

Frustration of purpose is where a contingency occurs that dramatically reduces the value of performance to the receiving party and, under the modern test, requires that the principal purpose in entering the contract is substantially--not completely--frustrated.

Answer 31

Under the UCC, a buyer has three options upon receiving a nonconforming tender: he can reject the goods, accept the goods, or accept in part and reject in part. A buyer can only partially accept and reject in terms of commercial units of that good.

Answer 32

To prove duress as a defense to entering into a contract, the plaintiff must show that there was a threat that is wrongful in nature and that there is no reasonable choice but to succumb to the threat. There is no requirement that the threat intend physical harm; it could, for example, intend economic harm.

Answer 33

1. conditions precedent and ambigious terms; or 2. additional terms that are not contradictory. K Book #7

Answer 34

The parol evidence rule applies when a written agreement is wholly (or completely) integrated. That means the document is a complete and exhaustive statement of the parties' agreement. When an agreement is not wholly integrated, the parol evidence rule will not bar the admission of extrinsic evidence that can explain or supplement the written document. In this case, the written document clearly states "Per our conversations, I will buy my cousin a trip to Hawaii, including all air fares and meals." The reference to prior conversations indicates that this document is not the complete agreement (and, it is self-evident from the written document itself, as it states nothing concerning the marathon or any performance duties of the cousin whatsoever). Therefore, the agreement was not wholly integrated and extrinsic evidence about the dietitian's prior statements will be admissible.

Answer 35

you had a question B book at 16 or 16 about a janitorial service that failed to clean the hosptial and were the patients intneded neneficiaries of the janitorial/hopsital conttract to keep the hospispatal clean..... t ## Footnote the patients were incidental beneficiaries

Answer 36

Where a condition (or part of a condition) is not a material part of the agreement and does not constitute a material portion of the benefit to be received by a party, that party may voluntarily excuse the condition, or "waive" his right to insist that the condition be satisfied. There need be no mutual consent, no consideration, and the waiver need not be in writing or even be express. By the same token, if the affected party retracts the waiver before the other party has acted upon it to his detriment, the original position of the parties is restored, and the condition must be satisfied.

Answer 37

Earnest money is a good‑faith deposit paid by a buyer to show serious intent to enter into a contract—most commonly in real estate transactions. ## Footnote also need a liquidation clause with the earnest money

Answer 38

it pertains when there is NO CONTRACT, and you want to get reimbursement for a promise ## Footnote thus i does not apply to contract formation

Answer 39

if the question is about formation, there is no need to entertain anawers about he Statue of frauds because this is a defense that pertians to the enforcement of the contract

Answer 40

1. to see if the offeree did or said anything that would constitue anacceptance; and 2. was the offer stil in force at that time. the toy collector: K#6 in big book: the offer is ambiguous to how it could be accepted. it is now offeres choice. - where the performacne takes time, acceptance is usually at the beginning of performance.

Answer 41

Under the UCC parol evidence rule, the express terms of a written contract for the sale of goods (e.g., soap) cannot be contradicted by evidence of prior or contemporaneous agreements. However, the UCC permits express terms to be explained or supplemented by evidence of the following: Course of performance – sequence of conduct relevant to understanding the current transaction between the parties if (1) the agreement involves repeated occasions for performance by a party and (2) the other party accepts performance without objection—as seen with the 10% interest rate Course of dealing – sequence of conduct concerning previous transactions between the parties that establishes a common basis of understanding for interpreting their conduct—as seen with the 5% interest rate (Choice A) Trade usage – any practice or method of dealing in the parties' business or industry that is practiced with enough regularity to justify an expectation that it will be practiced in the instant case—not seen here

Answer 42

GOOD FAITH Good faith requires honesty in fact and fair dealing between the parties according to reasonable commercial standards. Consequently, if a party extorts or otherwise forces the other party to agree to a modification, then the modification is unenforceable.

Answer 43

it is important to understand that a UCC firm offer cannot be revoked until adther the stated period or 3 months (if no date stated) however, just becase the offer irrevokability period ends does not mean that offer is off the table, the offer can stay on the table for a reasonable period of time based on the hiararchy of UCC Supplemental rules

Answer 44

An installment contract is breached when a party fails to perform any installment. A breach by nonperformance accompanied by a repudiation generally constitutes a total breach. But it constitutes a partial breach when the only remaining duty at the time of the breach (1) is held by the breaching party and (2) is for the payment of money in unrelated installments.

Answer 45

a lesser than whole estate, that is present possessory - limited by life - based on grantors intent* - termination: upon death - can you transfer a life estate: yes: to A for life: A then transfers to B, - cannot pass by will because ends at death - no intenstate succession | life estate is not inheritable ## Footnote if ambiguous then we are looking for grantors intents to creat an estate on the death of the measureing lie

Answer 46

what happens when the life estate ends - if to owner then it is called a "reversion" - if to third party then it is called a "remainder" which not become a fee simple. - waste: more than one person has a claim to the same property that effects someone'e interest. for example you give the life estate with a reversion and someone give a profit to a coal company. the owner of the reversion give standing to stop from huritng my interenst -

Answer 47

1. affirmative waste: cause by a voluntary act, which decreases the value. 2. permissive waste: waste casued my neglect 3. ameliorative waste: special situation: person changed the property that increased the value of the property (reno) ## Footnote stop the waste issue

Answer 48

landlord: tenant co-tenant in possesion v. tenant in possession - mortagee v. mortagor

Answer 49

do we have multipe people in property. - is there a change in value - will the waste SUBSTANTIALLY change the property and do i stop it or not.

Answer 50

FI that followes a life estate - cannot follow a vested fee simple - it is passive and does not cut short - the as patient it waits

Answer 51

2. contingent remainders: RAP generally applies to contingent remianders.

Answer 52

1. **vested remainder: ** - given to an ascertained grantee (someone who we can identify); and - not subject to condition precedent (good to go) - critically: if the remainder fails under any of these criteria, it is contingent. - NOTE: a vested remainder in inheritable, thus if the holder of the FI of a vested remainder dies, it goes to their heirs. ## Footnote a condition precedent requires the grantee to do somethign for the estate to vest

Answer 53

1. the contract subject matter 2. ID the parties 3. promises, by whom and to whom mande and essential terms QTIPS 4. signature of party against whom, aka the defendants

Answer 54

number 30 in book

Answer 55

a firm offer works both ways either to buy or sell

Answer 56

Explanation The correct answer is: (B) The investor, because he and the collector completed their deal before the collector received his friend's check. Any offer that contains the offeror's promise to hold an offer open for a stated period of time cannot be revoked if it is supported by consideration. Here, because the friend paid the collector $100 for the option to purchase the violin, the friend did have a valid option contract with the collector. Under the majority view, in order to exercise an option, the offeree must give notice of acceptance to the offeror within the time optioned. Thus, the mailbox rule would not apply to the friend's exercise of the option to purchase the violin. Given that the offer period expired on the 25th and that the collector had not received the friend's check by that date, the collector was free to sell the violin to the investor on the 26th. As such, the investor owns the violin.

Answer 57

The correct answer is: (A) The summer camp, because the letter reasonably should have been understood as an offer that required a timely response in return. **The key to this problem is to be able to characterize the letter as an offer to form a bilateral contract, **rather than a unilateral contract. If the offer proposed a bilateral contract, the only way to effectively accept it would be by a return promise. On the other hand, if the offer proposed a unilateral contract, the only way to effectively accept it would be by rendering the performance requested. Although the language in the letter does not expressly request a return promise, the majority of courts would interpret it as a bilateral contract. The sentence in the letter regarding the August 9 arrival date did not mean that the camp owner was requesting acceptance by performance, as in a unilateral contract;** rather, the arrival date was one of the express terms of the offer.** In addition, even if the wording of the offer could be understood as inviting acceptance by either a return promise or by performance, under the traditional and majority view, courts would treat the offer as proposing a bilateral contract. Under the circumstances, the camp owner would need to know if a clown was going to arrive and perform. It would be unreasonable to expect a performer just to show up at camp ready to perform; therefore, courts would construe this offer as requiring a promise in response. Therefore, the only way for the first clown, the offeree, to effectively accept the offer was by communicating a return promise, which she did not do. The clown's attempted performance by showing up at the camp on August 9 did not constitute a valid acceptance, so the camp owner still had the power to revoke her offer. [By contrast, under UCC Section 2-206, an offer to buy goods may be accepted by communicating a return promise (as in a common law bilateral contract) or by performance--i.e., shipment of the goods (as in a common law unilateral contract). This UCC provision effectively abolishes the common law distinction between bilateral and unilateral contracts for contracts involving the shipment of goods.]

Answer 58

The "reasonable value of services rendered" is a standard used for quantum meruit, or quasi-contract. Here, no such standard is called for because the man was not aware that the boy had started to perform.

Answer 59

Here, the secretary's error in typing $4,000 instead of $5,000 would be viewed as a mistake in integration, or a "scrivener's error." Reformation is available to cure a mistake of this sort. Thus, if it can be determined that the parties intended that the final agreement contain a sale price of $5,000, that is the price the manager will be required to pay.

Answer 60

The default in the UCC is that, if the parties do not agree otherwise, delivery is to be made F.O.B. at the seller's place of business. Here, the dealer made a "perfect tender" of all five vases, intact, at the time he gave them to the transit carrier. At that point, risk of loss passed to the collector, who was the buyer. If the collector did not want this risk, he should have contracted for the point of delivery to be his own location. However, under the facts as written, the dealer performed as agreed.

Contracts Flashcards

(90 cards)