Contract Formation
In determining whether there is a valid, enforceable contract, courts will look for this, which includes a party's objective manifestation of intent
What is a meeting of the minds?
in this type of offer, an offeror may be held to an offer in a situation where the offeror is a merchant, who gives a signed writing, which includes assurances that the offer will be held open for a period of time
what is a firm of offer?
Rule: Construed as a Whole
contracts should be construed in their entirety; specific clauses will be subordinated to a contract's general intent
says that there must be writing that is signed by the party to be charged
what is the general rule of the statute of frauds?
an exception to the parole evidence rule which refers to evidence offered to interpret the meaning of an agreement
what is explanatory evidence?
Courts will look to a manifestation of this, based on what is clearly expressed as it would be understood by a reasonable person in the other party's shoes
3 situations that limit an offeror's power to revoke
What are:
option contract
detrimental reliance
statutory intervention
Rule: Plain Meaning
words should be construed by their plain meanings unless their is evidence that they are to be understood in some other manner
type of contract that falls under the SOF, which involves the sale or rental of real property
what is a contract for the sale / lease of land
under the parole evidence rule, this type of writing may not be supplemented
what is a complete integration?
What is an offer?
formed when the offer gives consideration in exchange for the offeror's agreement not to revoke an outstanding offer for a period of time
What is an option contract?
Rule: Inconsistency Between Provisions
if there are inconsistencies, provisions that are written or typed shall prevail; terms that are written down are more concrete
type of contract that falls under the SOF, which deals with the time period during which the contract is applicable to
what is a contract that cannot be fully performed within one year?
a kind of warranty that implies that the goods being sold are at least of average quality and fit for their ordinary purpose
what is the implied warranty of merchantability?
An expression of assent to the terms of an offer, resulting in a binding contract.
What is acceptance?
The elements of Restitution/Quasi-Contract
(1) the plaintiff conferred a benefit on the defendant by rendering services or expending property
(2) the plaintiff conferred the benefit with reasonable expectation of being compensated, which the defendant knew or should have known
(3) the defendant would be unjustly enriched in the absence of restitution to the plaintiff
Rule: Validity
courts will construe a contract in such a way as it would legal, valid, and enforceable
type of contract that falls under the SOF, which is covered by UCC article 2
what is a contract for the sale of goods over $500?
what kind of warranty is a clear statement about the quality of goods being sold? what kind of statement does not create this kind of warranty?
what is an express warranty \
AND
what is a statement of opinion?
A contract that is not negotiated, and performance is considered acceptance of the offer.
What is a unilateral contract?
The elements of promissory estoppel
(1) promisor should reasonably expect to induce action on the part of the promisee
(2) which does induce such action and is binding if
(3) injustice can be avoided only by enforcement of the promise
Rule: Ambiguity
an ambiguity in a contract or term should be construed against the party tho drafted it
type of contract that falls under the SOF, in which one assumes the debt of another
what is a surety contract?
what exception to parol evidence applies to agreements, whether oral or written, that are made after the writing?
what is evidence regarding subsequent agreements?