Formation/Assent
A manifestation of willingness to enter into a bargain.
What is an offer?
(1) bargained for (mutual inducement); (2) legal detriment
What does consideration require?
Some contracts will only be enforced if there was a writing.
What is the Statute of Frauds?
The amount of money it would take to return the victim of the breach to the position the victim would have been in had the contract not been made.
What is Reliance Interest?
A contract that involves transactions relating to both goods and services.
What is a Hybrid Contract?
Rejection/counteroffer; lapse of time; offeror's revocation; death/incapacity
What terminates the power of acceptance?
The promissee agrees to do something or agrees to refrain from doing something.
What is legal detriment?
The parties enter an agreement where the seller agrees to provide as much of the product as a buyer requires.
What is a Requirements Contract?
Damages are not recoverable for loss that the injured party could have avoided without undue risk, burden, or humiliation.
What is Avoidability (Mitigation)?
No consideration is needed to modify contracts of this type. However, modification requires a legitimate commercial reason, reasonable commercial standards, or good faith.
What is Sale of Goods Contract (UCC)?
Outward manifestation of parties' willingness to enter into an agreement; what one manifests or communicates to another person - what a reasonable person would understand.
What is the objective theory of mutual assent?
Performance of an existing contractual duty cannot be consideration for a contract.
What is the Pre-Existing Duty Rule?
Courts may supply terms when contracts are silent on a particular issue
What is "Gap-Filling?"
An injured party is entitled to equitable relief only when the remedy at law is inadequate.
What is Specific Performance?
A merchant's signed, written offer that, by its terms, assures that the offer will remain open. This offer is irrevocable for up to three months, despite lack of consideration.
What is Merchant's Firm Offer (UCC § 2-205)?
What is the mailbox rule?
This type of consideration does not constitute consideration and is not enforceable.
What is Nominal Consideration?
This doctrine prohibits the use of extrinsic (written or oral) evidence to prove the terms of a complete and final written contract.
What is the Parol Evidence Rule?
If a party’s contractual duty to perform is discharged or does not arise, then that party is entitled to this cause of action for any benefit given to the other side as partial performance.
What is Restitution?
Under § 2-207(1) of the Uniform Commercial Code, a contract may be formed, and the requirement of mutual assent satisfied, even if an offeree's acceptance contains____________________.
What are additional or different terms?
If an acceptance does not exactly mirror the terms of the offer, it is not an acceptance. It is a counteroffer.
What is the Mirror Image Rule (at Common Law)?
In the absence of "bargained for," mutual legal detriment, a promisee may recover under this theory of reliance.
What is Promissory Estoppel?
If there is evidence that (1) a writing was subsequently modified; (2) explains ambiguous or incomplete terms; (3) shows the contract is contingent on a separate agreement; (4) shows that a writing contains a clerical error; or (5) establishes that a contract is voidable/ invalid due to incapacity, SOF, illegality, etc...
Under what circumstances does the Parol Evidence Rule not apply?
Also known as stipulated damages, an amount of damages expressly provided for by contract that is intended to represent the parties’ reasonable estimation of damages in the event of a breach.
What are Liquidated Damages?
”Goods” under UCC§2-105 are defined as:
Movable and tangible