Offer & Acceptance
What are the three elements of an offer?
What is intent, definite terms, and communication?
What is consideration?
What is a bargained-for exchange of legal detriment or benefit?
What is an example of lack of capacity?
What is a minor, intoxicated, or mentally incompetent person?
What is the purpose of the Statute of Frauds?
What is requiring certain contracts to be in writing?
What is the usual remedy for breach of contract?
What is expectation damages - when you put the non-breaching party in the position they would have been in had the contract been performed?
Under Restatement (Second) §26, what distinguishes a true offer from a preliminary negotiation?
What is an offer shows willingness to be bound without further assent; a preliminary negotiation invites further bargaining?
True or false: A promise to perform a pre-existing duty is valid consideration.
False.
What defense applies when one party misleads another about a material fact?
What is misrepresentation or fraud?
What type of contracts must be in writing under the SoF?
Marriage, Year (1+ year), Land, Executor, Goods ($500+), Surety (MYLEGS).
What is the next suggested remedy available for damages?
What are reliance damages - compensation for expenses or losses incurred in reliance on the contract?
Under the UCC, what rule allows a contract to exist even if some terms are left open?
What is the “gap filler” rule — as long as intent to contract and a reasonable basis for remedy exist?
What doctrine can enforce a promise without consideration if there’s reliance?
What is promissory estoppel?
What is the parol evidence rule?
What is a rule that bars the use of prior or contemporaneous oral or written statements to contradict a final written agreement?
What is required for a writing to satisfy the SoF?
What is essential terms and the signature of the party to be charged?
What is the standard buyer’s remedy under §2-712?
What is cover damages — the difference between the cost of cover and the contract price, plus incidental and consequential damages, minus expenses saved?
Under UCC, what standard governs a buyer’s acceptance of goods?
What is the perfect tender rule?
True or false: Moral obligation alone is sufficient consideration to make a promise enforceable.
False — moral obligation by itself is not consideration (unless the material benefit rule applies).
Under the UCC (§2-202), when can parol evidence supplement a written contract for goods?
What is when it’s consistent with the writing and explains terms through course of dealing, usage of trade, or course of performance?
Under UCC, when can an oral contract for goods over $500 be enforced?
What is goods are specially manufactured, admitted in court, or partially performed?
When are liquidated damages enforceable?
What is when they are a reasonable forecast of just compensation and not a penalty?
Under common law, the acceptance must mirror the offer exactly. What rule is this?
What is the mirror image rule?
When parties modify a contract under UCC §2-209, what is not required?
What is consideration (as long as the modification is made in good faith)?
What is the difference between a “completely integrated” and “partially integrated” contract?
What is a completely integrated contract cannot be contradicted or supplemented; a partially integrated one cannot be contradicted but can be supplemented by consistent additional terms?
Under UCC, when can an oral contract for goods over $500 be enforced?
What is goods are specially manufactured, admitted in court, or partially performed?
What is the difference between incidental and consequential damages under the UCC?
What is incidental = costs directly tied to the breach - reasonable expenses incurred in handling the breach (e.g. shipping, inspection);
Consequential = losses from special circumstances - foreseeable, reasonably certain, and could not have been avoided by cover (e.g. lost profits due to seller’s delay)?