FL contracts

Question 1

two areas of law

Answer 1

1. common law
2. UCC

Question 2

formation of contract requirements

Answer 2

• offer (invitation to enter into k)
• acceptance (manifestation to be entered into k; under common law mirror image but UCC allows different/additional terms)
• consideration (bargained for exchange or detrimental reliance)
• and no valid defenses

Question 3

mailbox rule

Answer 3

• acceptance effective upon dispatch
• everything else is effective upon receipt

Question 4

defenses (MR MUSIc DIP)

Answer 4

1. mistake (mutual mistake rescinds k, unilateral is valid unless unmistaken party knew/had reason to know of mistake)
2. revoked by offeror (best defense)
3. misrepresentation of material fact (recission)
4. unconscionability (unfair bargaining power)
5. statute of frauds (k must be in wirting, signed by party to be charged, and contain essential terms of k– often in land where land parties and value must be adequately described or in goods $500 or more)
6. impracticability (excuses party performance if party encountered EXUDE- extreme and unreasonable difficulty or unanticipated expense): mere change in in difficulty or expense due to normal risks that could have been anticipated is not enough
7. capacity to k (minors, intoxicated, mental capacity): with minors, voidable only at election of minor
8. duress and undue influence
9. impossibility (excuses partys performance): no one could have performed according to terms of k, impossibility MUST arise AFTER k entered into
10. frustration of purpose

Question 5

promissory estoppel and remedies

Answer 5

• promise
• reasonable reliance on the promise
• to the detriment of the relying party (legal detriment)

remedies
1. restitution damages (fair market value of services; quantum meriut)
2. reliance damages (out-of-pocket damages, must be reasonable)
3. rescission (When there is mistake, fraud, misrepresentation– put party back in position they would have been in before the k)
4. reformation allowed when clear and convincing evidence showing mutual mistake or fraud (parties rewrite the k based on the true intention of the parties)

Question 6

damages

Answer 6

• SLICE
• the plaintiff MUST mitigate damages
  1. specific performance: awarded when k is for something rare/unique like real property. not usually in perrsonal services because that i involuntary servitude. bur beaching party can be enjoined from performing services for someone else during the term of k.
  2. liquidated damages: contractual agreement that certain damages will be awarded to non-breaching party; only enforced is reasonably related to plaintiff’s actual damages and not a penalty
  3. incidental: out of pocket expenses the non-breaching party incurs responding to the breach
  4. consequential: lost profits (really any damage) recoverable if reasonably foreseeable or party is put on notice; very difficult to recover this when you have a new business, courts will not grant this if damages are too speculative
  5. expectation damages/compensatory: put the party in the rightful position where he wouldve been had breaching party performed, usually k price - cover price = benefit of the bargain

Question 7

distinction: illusory promise

Answer 7

• To prevent a contract from being illusory, Florida courts require the non-breaching party have both:
  1. ability to sue for damages and
  2. the ability to collect on the resulting judgment.

Question 8

Florida Distinction: Promise to Pay a Debt Barred by the Statute of Limitations

Answer 8

• In Florida, for a promise to pay a debt after the statute of limitations has run to be enforceable, it must:
  1. satisfy the Statute of Frauds and
  2. be in writing and
  3. signed by the party to be charged.