formation
what is consideration
when someone incurs a legal detriment or reccvies a benefit
will courts enforce illegal ks
no
what rights does one get from a material breach
offense and defense
what is parol evdince
something other than words on k can be another k oral k or something else that will color how we view this k
3 big types od dmages
expecation
resistion
realince
an offer must be (lefkowitzs)
clear, definte, explict
what is uncountability
procedural unfair surprise
substantive- grossly outsized benefits for one party
need both
what is substantial performance
the essence of the K was performed
when can we bring in parol evidence
partially integrated
not contradictory
not typically expected to be in writing
collateral/ no new consideration needed
when can someone not get expectation damages
unforeseeable
uncertain
in whats ways can you accept
perfomance, promise, silence
what are the kinds of duress and when we they be used
actual/ money or life
business- nowhere else to get it, normal damages are not adequate, wonrguflly threatened to breach
what is a warranty
what im saying is true and if it is not then you can sue me
two types of views on interperting words
generally prevailing meaning - allow less
resasonbly susectiable - allow more
a non-breaching party has a duty to
mitigate damages
when does acceptance start
at the commencent of performance
3 capacity issues and how much most the d know
minor- always voidable, no matter what, unless for necessity
mental incap- voidable if d knew or had reason to know
intoxication- voidbale if extreme intox and d knew
what is a condition
not consideration, something else in the K, non-performance of leads to the defensive right to not perform, unless you do this I'm not performing can be unilaterally waved
how do we go about determining the meaning of ambiguous words
course of performance
course of dealings
trade usage
different kinds of specific performance and when a court might enforce them
monetary are inadequate, affritiave- you must do this, unlikely
negative- more likely you can not do that
very unlikely to get for personal service
what happens when there is a counteroffer in both the common law and the UCC
mirror image rule in CL- there is not a k anymore
UCC go through 2-207 flow
material alters, prompt notice of rejection, take it or leave it video, will void if not then knockout rule
what is the statute of frauds
these types of k must be written and signed
marriage
years over 1
land
exctor
goods- over 500
surety
how can you anticipatory breach what rights do you get and when do you get them
express- clear,positive, unequivocal refusal to perform
implied put it out of your power to perform
get both rights, right away
Good faith questions arise in these situations
how does the duty of gf change throughout
formation- no lie
performance
discretion/at-will
need to not sharp deal, duty expands
when might a court not enforce liquated damages
if they are punitve