Rules
Daily Double
Deduct 100 points out of your account
What makes up a condition?
Note > Two items
A promise and a condition
What are the 3 types of creations under classification 1?
E
IF
IL/C
1) Express
2) Implied in fact
3) Implied in law/ Constructive
Describe the 3 types of conditions relating to timing under classification 2.
1) EMO - BCD - BA
2) EWD - DAA
3) BPM - PAST
1) Condition Precedent > An event that MUST occur B4 a K duty becomes active
2) Condition Subsequent > An event which deactivates a duty that is already active
3) Conditions Concurrent > Both parties MUST perform at the same time
What is an Ancillary Condition?
IIC- TNA - MPO- TAE
It is a condition that is not a material party of the agreed exchange
What are the 2 rules for contract provisions?
Note > you can use 1 or 2 for exams
1) CP - NBC - EC - ALP -RTI
2) WDW - CW -CAP - EC - CC - TAP
1) A contract provision will not be construed as an express condition in the absence of language plainly requiring this interpretation
OR
2) When it's doubtful whether a K's words create a promise or an express condition, courts will construe the term as a promise
What is a promise?
CTD - O - NTDS
A commitment to do (or not to do) something
What can a condition involve?
An act of a party; 3rd party, or any event not under the control of anyone
What is rule 1 of Constructive Conditions
1) CM - ICC - BOP - AT - PC -DF -PPG - NOC - SR
1) Court may impose a constructive condition based on the purpose and terms of a particular contract due to fairness, public policy goals, norms of the community or similar reasons
What is required after the justified demand is made?
ICR- PMD - MSPU - AA- AR
IDP - DNRA - AWO - RT - MTO -PFP - AA - AR - ATB
If commercially reasonable, party making demand may suspend performance until adequate assurances are received
Or
If demanding party does not receive adequate assurances w/o reasonable time, may treat other party's failure to provide adequate assurances as a repudiation and total breach
Daily Double
Give yourself 200 extra points
What is a condition?
LPD
Limitation on a promised duty
Do conditions pertain to before or after K formation?
After K formation and before K discharge
What is rule 2 of constructive conditions?
2) WOPP - WTT - OWN - PTT - MGF
2) Where one party's performance will take time and the other's will not, the performance that takes time must go first
What are the 5 material breach factors?
1) EIP -DB
2) EIP - CBC - FL
3) EBP - WSF
4) LBP - WC
5) EBP - BGF
1) Extent injured party is deprived of benefit
2) Extent injured party can be compensated for loss
3) Extent breaching party will suffer forfeiture
4) Likelihood breaching party will cure
5) Extent breaching party behaved in good faith
What's the perfect tender rule (before goods are accepted)?
BBAG - HMRG - FAN - CR
Before buyer accepts good- he may reject goods for any nonconformity to contract's requirements
What are the two ways to measure expectation damages?
1) DMV
2) COC
Diminution in market value
Cost of completion
What do the two classifications of conditions pertain to?
1) How the condition is created
2) The timing of the condition
What is rule 3 of constructive conditions?
3) WOPA - PATE - TO - FPF -ICC - OPD - TP
Where one party agree to perform at a time earlier than the other, the first party's performance is an implied (constructive) condition of the other party's duty to perform
What is Anticipatory Repudiation of Contract?
OW - PE- OIR - CD - BTPIS - RM:
1) BD- U- A
2) IC - MBC
Occurs when party expressly or impliedly renounces its contractual duty before their performance is due. Renunciation must:
1) Be definite and unequivocal AND
2) Indicate a commitment to materially breach the contract
What's the revocation of acceptance rule?
BMR - AGO
1) NSI - VTB
2) A - E- ABC
(a) BRA - SWC
(b) BAG - BD - NTW - DTD
(c) BAG - BDN - ARSA - GWC
Buyer may revoke goods only if:
1) The nonconformity substantially impairs value to buyer
2) And either a, b, or c
(a) Buyer reasonably assumed seller would cure
(b) Buyer accepted goods before discovering nonconformity that was difficult to discover
(c) Buyer accepted goods before discovering nonconformity and relied on seller's assurances that goods were conforming
What are the 3 rules of interpretation for vagueness and ambiguity?
1) IPS - ASM - TE - TMP
2) IPS - ADM - TE - MRMP
3) IPS - ADM - TKT - ANP - HRK - MA - BO - NMP
1) If parties subjectively attach the same meaning to an expression that meaning prevails
2) If parties subjectively attach different meanings o an expression, more reasonable meaning prevails
3) If parties subjectively attach different meanings to key term and neither party has reason to know the meaning attached by the other, neither meaning prevails
Describe the 3 types under classification 1.
1) CBW
2) IKD- OP
3) IBC -BOT - POC - TAF - J
1) Express > created by words
2) Implied in fact > Implied from a K duty of a party
3) Implied in law/ constructive > Implied by a court based on the terms & purpose of the K taking into account fairness or justice
What is rule 4 of constructive conditions?
4) W - PIT- OS - EPP - ICC - OPD - TP
Where performance is to occur simultaneously, each party's performance is an implied (constructive) condition of the other party's duty to perform
What 4 items are required for the right to demand assurances rule?
1) RG- FI -ME
2) PMM -UDF - AAW - TOP
3) TAD - MBC - WTA- LOI
4) ADP- MPRT - FOP- TPA
1) Reasonable grounds for insecurity must exist
2) Party must make an unequivocal demand for adequate assurances in writing to other party
3) Type of assurance demanded must be congruent w/ type and level of insecurity
4) And demanding party must provide reasonable time for other party to provide assurances