OFFER & ACCEPTANCE
This rule states that an acceptance is effective when dispatched, even if it never reaches the offeror.
What is the Mailbox Rule?
Consideration requires a performance or return promise that is ________ for.
What is “bargained”?
A false statement that induces a contract may constitute this defense.
What is misrepresentation?
A condition is defined as an event not certain to occur that must occur before this becomes due.
What is a duty to perform the contract?
General damages aim to place the plaintiff in this “position.”
What is the performance position (benefit of the bargain)?
Name two ways an offeree’s power of acceptance can be terminated.
What are lapse, death/incapacity, rejection, counter-offer, or revocation?
Courts generally do not inquire into the __________ of consideration (Rest. 79).
What is adequacy?
Failure to disclose a material fact when a party has a duty to do so is this defense.
What is nondisclosure?
Express conditions require this level of performance.
What is perfect performance?
Lost profits from a new business are often unrecoverable because of this doctrine.
What is the “new business rule”?
Under Restatement §43, an offer is revoked indirectly when the offeree learns what two things?
What is that the offeror took definite action inconsistent with entering the contract, and the offeree received reliable information of that fact?
Name the three elements of promissory estoppel (Rest. §90).
What is: a promise, foreseeable reliance, actual reliance, and enforcement required to avoid injustice?
A unilateral mistake allows rescission when either the other party knew/should have known of the mistake or when this condition is met.
What is the contract would be unconscionably unfair?
Constructive conditions require this lower standard of performance.
What is substantial performance?
This doctrine limits recoverable contract damages to losses that were reasonably foreseeable to the breaching party at the time of contracting.
What is the foreseeability rule for consequential damages?
Under the predominant purpose test, which body of law applies when a contract is mainly for services with goods incidental?
What is the Common Law?
What is the pre-existing duty rule designed to prevent?
What is hold-out games—where a party demands more compensation for what they were already obligated to do?
To prove duress, a party must show a wrongful act and this second requirement.
What is that the wrongful act deprived the party of free will?
Restatement §241 lists factors for determining this key concept.
What is material breach?
Restatement §352 bars damages that cannot be proven to this degree of certainty.
What is reasonable certainty?
Under UCC §2-205, a “firm offer” requires these three elements.
What is: (1) a signed writing, (2) an offer by a merchant, and (3) assurances it will stay open (no more than 3 months)?
Under UCC §2-209, no consideration is required for contract modification, but the modification must meet this standard.
What is “good faith”?
Name the two elements of procedural unconscionability.
What is absence of meaningful choice and defects in bargaining process (fine print, take-it-or-leave-it, inequality of bargaining power)?
Under constructive conditions, when one party’s performance takes time and the other’s does not, who must perform first?
What is the party whose performance requires a period of time?
Restatement §348(2) allows plaintiffs in construction-defect cases to recover either diminution in market value or this alternative measure.
What is the cost of completion or remedying defects (unless clearly disproportionate)?