Consideration
What is consideration?
What is bargained for legal detriment?
Amanda was told by Emily that she would sell her the keys to SF because she came into them through her inheritance. As a result, she started making deals to sell the key to someone else for 1 million. Emily decides not to carry on with the deal. Does Amanda have a Promissory estoppel claim?
Yes
When two parties attach different meanings to a term, is there an enforceable contract?
No, there is a failure of mutual assent because they attached different meanings to a term.
What kind of contracts are governed by the statute of frauds?
Sale of land, goods $500 or more, contracts not completed in a year?
What is implied in every contract?
Duty of good faith and fair dealing
What kind of consideration is not valid?
What is past and moral consideration?
What are the elements of PE?
RS: Elements of PE: (1) a promise; (2) Promisor had reason to expect reliance [promisee/third person]; (3) promise induced reliance (reasonable); and (4) injustice avoided only by enforcement. Remedy granted limited as justice requires
What is the UCC hierarchy of interpretive evidence?
(1) Express terms; (2) Course of performance; (3) Course of Dealing; and (4) Usage of trade
What is the writing requirements for SOF under UCC and Common law
RS: Memo must be (1) in writing (2) signed by the party against whom enforcement is sought (3) sufficient to show a contract was made between parties and (4) has essential terms. UCC: There must be a writing sufficient to indicate a contract (really need Quantity) between parties and the writing must be signed by the party against whom enforcement is sought.
What are the distinctions between objective and subjective conditions for conditions of satisfaction?
Objective: Commercial Reasonability (majority)
Subjective: Honest satisfaction; art/personal aesthetics (minority)
What are the exceptions to past and moral consideration?
What is debts barred by SOL, debt barred by minor, previous injury in saving someone's life, or previously benefitting another person's property?
How do the statute of frauds and promissory estoppel interact in some jurisdictions?
Promissory estoppel can circumvent the statute of frauds in some jurisdictions.
What is supplying terms when contracts are silent on the issue?
What is gap filling?
What are the three kinds of integration for PER?
Not Integrated (Not final agreement): May add or vary terms
Partially integrated (final agreement): May add consistent terms only
Completely Integrated (final and complete agreement): Cannot add or vary terms.
What is required for a constructive condition?
What is substantial performance?
What is the difference in contract modification under the Common Law and the UCC?
Common law requires consideration and UCC only requires legit commercial reason (good faith).
Does a party need all elements of a contract for PE?
No.
What are the two approaches to interpreting a contract with extrinsic evidence regarding ambiguous terms?
What is the plain meaning rule and the Traynor approach?
What are the approaches to assessing integration?
Four Corners: Consider only the writing to determine integration
Liberal Approach: May consider extrinsic evidence to determine integration state.
What are condition precedents and conditions subsequent?
Condition precedent: event must occur before obligation due, if not, no duty to perform
Condition subsequent: event that discharges obligation that already matured; had a duty but CS discharged you.
What are the three approaches to legal forbearance as consideration?
1. Claim actually valid
2. Claim doubtful and good faith
3. Only good faith
What happens if a party relies on a promise based on PE and they are seeking to enforce a contract?
The court may create an option contract to allow a valid contract to be enforced. (Drennan v. Star Paving)
Tell us what happens in the battle of the forms 2-207(2) (hint: when there is acceptance)
If there are additional terms to contract and there is express assent, the terms are added. But if not, the terms aren’t added unless the transaction is between Merchants. The additional terms will then be added unless the offer expressly limits acceptance ot terms of offer, materially alter the contract, or notification of the objection has been given or given after a reasonable time after notice. (If the terms proposed were different, consider how they will be treated: (Most popular) Knock Out rule-conflicting terms cancel out; (2nd most popular) ignore terms—offeror’s terms control; (least popular) treat different terms the same as additional terms. (CA applies)
How can you modify a contract under the Statute of frauds?
The contract can be modified so long as it is in writing. Meets memo requirements!!
What is words/conduct from obligor indicating a willingness to proceed w performance even w non-occurrence of condition
What is a waiver?