Misc
Preexisting legal duty rule
Performance of a legal duty owed to a promisor which is neither doubtful nor the subject of honest dispute is not consideration.
Injustice factors
1) the definite and substantial character of the benefit received 2) formally in the making if the promise 3) part performance of the promise 4) reliance on the promise or the probability of such reliance
MY LEGS
(1) Marriage Provision (2) over one year provision (3) land sale contract (4) executor payment of estates debts (5) sale of goods of %500 or more (6) Suretyship agreement
Improper Threat
(a) crime or tort (b) criminal prosecution (c) use of civil process made in bad faith (d) breach of duty of goof faith and fair dealing
Undue influence
unfair persuasion of party under domination of person exercising persuasion or by relationships assuming in favor of their welfare (2) undue influence: voidable
Modification and Changed Circumstances (restatement)
A promise modifying a duty under a K not fully performed on either side is binding (a) if the modification is fair and equitable in view of circumstances not anticipated by the parties when the K was made
Promissory Restitution
(1) Promise made in recognition of benefit previously received by the promisor from the promisee is binding to the extent necessary to prevent injustice (2) not binding under 1 if a) the promisee conferred benefit as a gift or promisor unjustly enriched b)value is disproportionate to benefit
Analytic Framework
(1) Is the agreement within the statute? (2) If so, does the writing satisfy the requirements of the statute (sufficient memorandum)? (3) If there is not a sufficient memorandum, is the contract enforceable because of an exception to the statute?
Duress
(1) inducement (subjective standard and but for test) (2) improper threat (3) no reasonable alternative
** economic and physical duress
Undue Susceptibility
weakness of mind or parties are in a relationship of trust
UCC Modification
An agreement modifying a K within this article needs no consideration to be binding.
Officious Intermeddler
officiously confers benefit upon another without contractual responsibility
Writing Requirements
any writing signed by or on behalf which (a) reasonably identifies the subject matter of the contract (b) is sufficient to indicate that a contract with respect thereto has been made between the parties or offered by the signer to the other party (c) states with reasonable certainty the essential terms of the unperformed promises in the K
Intoxication
(a) unable to understand in a reasonable manner the nature and consequences (b) unable to act in a reasonable manner in relation to the transaction
lucid: may reaffirm
Necessities: not voidable
Mispreresentation
Fraudulent or Material misrepresentation causes reliance which is justified... can be voidable be recipient
UCC Output, Requirements, and Exclusive Dealings
A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith, except that no quantity unreasonably disproportionate to any stated estimate or in the absence of a stated estimate to any normal or otherwise comparable prior output or requirements may be tendered or demanded.
Quasi Contract/ Implied in Law
court may order restitution if (1) P conferred a benefit (2) D has knowledge or appreciation of the benefit (3) D accepted or retained the benefit (4) circumstances are such that it would be inequitable for the D to retain the benefit without paying fair value for it.
Exceptions ??
Promissory Estoppel, Full Performance by both parties, Full performance by one party (over one year provision), part performance (land sale contracts), part performance (other contracts)
Mental Illness or Defect
(a) unable to understand in a reasonable manner the nature and consequences (b) unable to act in reasonable manner in relation to the transaction and other party has reason to know of this condition
(2) without knowledge: avoidance would be unjust: court may grant relief as justice requires
Fraudulent Misrepresentation
intends to induce assent and (a) knows or believes the assertion is not in accord with the facts (b) does not have confidence that he states or implies in the truth of the assertion (c) knows he does not have the basis that he states or implies for the assertion
When varying terms are not included under UCC
Offer limited acceptance, materially alters terms, objection sent in reasonable time
SOF Analytical framework
(1) K within UCC 2-201? (2) Does writing satisfy requirements of 1 and 2? (3) If the writing is not sufficient but the contract is within the statute, the the K enforceable because of an exception in 2-201(3)?
UCC 2-201
(1) A sale of goods of $500 or over is not enforceable unless there is a signed writing sufficient to indicate a K was made that is signed by the party against whom enforcement is sought. The writing does not require all of the terms or complete accuracy, but it must state the quantity (2) Between merchants K if not objected to within 10 days(merchant's confirmatory memo) (3) not satisfying 1 but valid if (a) specifically manufactured goods (b) admits in court (3) payment made and accepted
Minor Incapacity
void anytime before 18 or reasonable time after. minor can recover all consideration and in return whatever remains in their possession
Exceptions: necessities, misrepresentation of age, willfully harms property, statutory exceptions (student loans, insurance, employment)
Material Misrepresentation
Objective: reasonable person would be induced
Subjective: Maker knows specific recipient would likely be induced by representation even though reasonable person may not be.