Misc
What is a contract?
A promise or set of promises, the breach of which results in a remedy at law, and the performance of which the law recognizes as a duty.
What is an offer?
A manifestation of the willingness to enter into a bargain that would cause a reasonable person to believe his assent to the offeror's terms would form a contract.
What is acceptance?
an acceptance is a manifestation of assent to the terms of an offer through meeting of the minds.
What is consideration?
Bargain for exchange of legal detriment
Promise induces the detriment and the detriment induces the promise.
What is Statute of Frauds? and in what situations is SOF not valid?
certain agreements must be evidence by a writing signed by the party sought to be bound. Does not need to be a formal contract but something that bounds the parties like a check including the parties and states the essential terms.
not valid if there has been performance, promissory estoppel or judicial admissions.
What is a bilateral v. unilateral contract?
Bi: exchange of mutual promises.
Uni: a promise of performance
What is needed to prove definite and certain terms in common law?
Typically you need subject matter, price, payment terms, quantity, quality, duration, and work to be done.
How does the offeree accept a unilateral contract under the UCC?
provides that when a contract is accepted by beginning of performance, if the offeree fails to notify the offeror of the acceptance, the offeror may treat the offer as having lapsed before acceptance.
What is an illusory promise?
a statement that appears to be commitment but not legally enforceable
"i promise to sell you my horse if i feel like it"
What is an unconscionable contract?
UCC states a contract is unconscionable if the clauses involved are so one sided as to be unconscionable-- meaning that the terms are oppressive and grossly unfair.
What does common law govern and what is the objective theory
it governs contracts of services and objective theory says whether or not theres been an offer or acceptance it is determined by how a reasonable person in the other party's shoes would interpret a party's intention.
How do you distinguish an offer for a bilateral contract v. unilateral contract
Bilateral seeks a promise in return and a unilateral seeks performance in return.
What is the mirror image rule?
an absolute and unequivocal acceptance of each and every term from the original offer.
when the promisor's commitment is triggered by an event or happening thats outside the promisor's unfettered discretion.
I promise to sell you my horse tomorrow if it does not rain.
Can infants enter into a contract?
A contract by an adult and an infant is binding by the adult but voidable by the infant.
Disaffirms: an infant may choose to disaffirm before turning 18, but if she does then she must return everything received.
Necessity: if it is necessity like food then the minor must pay restitution.
Contracts of things such as student loans do not count.
what does the UCC Article 2 govern?
UCC deals with sales of goods between merchants
What is a merchant firm offer?
if a merchant offers to buy or sell goods in a signed writing and the writing gives assurance that it will be held open, the offer is not revokable for lack of consideration during the time stated.
What is the battle of the forms? AND what difference would it make if there is a non-merchant?
additional or different terms by the offeree in a definite and timely acceptance does not constitute a rejection but rather is effective as an acceptance, unless theres objection. If there is a nonmerchant then they are merely proposals.
What is promissory estoppel?
consideration is not necessary if the facts indicate that the promisor should be estopped from not performing.
(1) the promise should reasonably expect to induce action or forbearance and (2) such action or forbearance is in fact induced.
What is duress/undue influence and difference between the two?
Two types of duress are economic and physical.
Economic: (1) threatens to commit a wrongful act that would seriously threaten the other party, and (2) no adequate means available to prevent the threaten loss.
Undue influence: often described as undue susceptibility to pressure one party
what is the difference between void, voidable, and unenforceable?
Void: no contract has been formed so there's no duty to perform under it.
Voidable: one or more parties have the power to either ratify or avoid the contract.
Unenforceable: contracts that have some legal consequences, but aren't enforceable due to defenses.
What are the six ways an offer may be terminated?
RED DIRT
Revocation, Destruction, Death, Illegality, Rejection, Time
What is the knock out rule?
Conflicting terms in the offer and acceptance are knocked out and the UCC fills the gaps.
What does ambiguous language do to a contract?
not enforceable because there is not meeting of the minds. HOWEVER, if one party knows of the ambiguity, then the contract is enforceable under the understanding of the other party.
What is parol evidence?
must look at whether the parties intended it to be the final expression, partial integration, or no integration.
Merger clause: parties indicated it to be the final form of contract.
-may not bring in evidence if it contradicts the contract and only if it is incomplete, ambiguous, or fraudulent.