Fill In The Blank
Legality: The purpose of a contract must not be _______, tortious, or otherwise against public policy.
Criminal
When can silence or inaction constitute assent?
1) Offeree takes benefit of offered services with reasonable opportunity to reject and reason to know they were offered with expectation of compensation
2) Offeror has stated or given reason to understand assent may be manifested by silence/in action and offeree intends to accept by doing so
3) Because of previous dealing, it is reasonable that the offeree should notify offeror if they do not intend to accept
Mailbox Rule
An acceptance, if properly address and sent in the way invited by the offer, is effective when it is "put out of the offeree's posession"
What are the two requirements for UCC contract acceptance?
1) Parties intended to make a contract
2) Reasonable certain basis for giving a remedy
What is the formula for expectation damages?
(Loss of value - Cost avoided) + Incidental + Consequential
Gratuitous promise: Gifts made without __________ that are generally not enforceable.
Consideration
If both parties are merchants, additional terms in the offeree's acceptance becomes part of the contract unless:
2) Additional terms would materially alter the contract
3) Offeror has already notified or intends to notify within a reasonable time that they object
Promissory Restitution
A promise made in recognition of a benefit previously received by the promisor from the promisee if binding to the extent necessary to prevent injustice
For Statute of Frauds, what three things does the UCC required in writing?
1) Sufficient to indicate that a contract has been made between parties
2) Signed by the party against whom enforcement is sought (or authorized agent/broker)
3) Specify the quantity of goods or securities to be sold
What are the three types of remedy in equity?
Specific performance; injunction; reformation
A material breach operates as an ___________ for __________ by the other party.
Excuse; nonperformance
What are the five criteria for fraud in the inducement?
1) A false representation
2) Of a Fact
3) That Is Material And
4) Made with Knowledge of Its Falsity and the Intent to Deceive and
5) Which Representation is Justifiable Relied On
Traditional Cognitive Ability Test
A person is mentally incompetent if they are unable to comprehend the subject, nature, and probably consequences of the contract
What needs to be in writing to be enforceable for the UCC?
Describe the 2-201(1) exception to Statute of Frauds for UCC: "a confirmation between merchants"
If party (after reasonably time after oral contract) sends written confirmation for sale of goods, it is enforceable against the receiving party unless they send a written objection within 10 days of receiving; confirmation must be signed by the party
Punitive damages are awarded in certain situations involving ________, __________, or ___________ conduct.
willful; wanton; malicious
What five types of contracts need to be evidenced in writing under common law?
1) answering for the duty of another
2) Executor/admin to pay creditor on behalf of decedent with their own money
3) Consideration of marriage
4) Transfer of an interest in land
5) Cannot be fully performed within one year
Reformation
A process whereby the court "corrects" a written contract to make it conform to the true agreement of the parties
Describe the UCC offer - what three elements are required? What is the maximum the offer can stay open for?
Elements: (1) a firm offer that is (2) written and (3) signed by the merchant
Timeline: Not to exceed 3 months
What are the exceptions to silent nondisclosure counting as fraud?
1) Undisclosed fact is known to the party
2) They knew the disclosure would correct a mistake of the other party as to a basic assumption of the contract
3) Nondisclosure is a failure to act in good faith and in accordance with fair dealing
Misrepresentation of Age (Minority View): Disaffirmance is prohibited if misrepresented to an adult who, _____ _______ ________, reasonably ______ on the mispresentation.
in good faith; relied
Damages are only recoverable if:
(1) Foreseeable
(2) Established with reasonable certainty
(3) Breached caused the damages
(4) Mitigation of damages
The Last Antecedent Canon of Construction
Modifying phrase at list's end refers only to the last item, unless reason to understand as applying to the rest of the items
What are the exceptions to the buyer rejection for the Perfect Tender Rule?
1) Installment contracts
2) Contracts for the transportation of goods
3) Expressly stated rejection isn't allowed
4) Technical defect (bad faith)
What are the five examples of a material breach?
(1) Partial performance if it omits some essential part of the contract
(2) Quantitatively or qualitatively serious
(3) Intentional breach
(4) Time is of the essence
(5) Parties specified (within limits)