K Formation
Contract
What is a promise of set of promises enforcable by law, and to form a valid contract there must be an offer, acceptance, and consideration.
Termination
1. Revocation
2. Rejection
3. Death/Incapacity
4. Lapse of Time
5. Counteroffer
6. Illegality
Unenforceable
1. Lack of a written agreement,
2. Lack of capacity,
3. Fraud or misrepresentation,
4. Illegaility,
5. Duress or coercion,
6. Unconscionability.
Statute of Frauds
M.Y. L.E.G.S.
Marriage, Year, Land, Executor, Goods, and Surety
UCC v. Common Law
UCC governs contracts for the sale of goods (tangible/moveable)
Common Law governs contracts pertaining to sevices, real property, employment, and insurance.
Consideration
What is a bargain-for exchange of legal detriment.
Mutual Rescission
A contract ends when both parties volutarily agree to cancel their obligations through this action.
Illegality
What is a K that requires the parties to engag in illegal activity.
Common Law v. UCC
When in writing , the K must contain these...
CL: All material terms and signed by the defendant.
UCC: indicate existence of a K, contain quantity term, and signed by the defendant.
Conditional Promise
A commitment to do something if a specific future event or condition occurs.
Acceptance
What is a manifestation of assent to all the material terms of the offer.
Lapse of Time
When a specified date arrives; or time-limited offer expires; or when the K's duration ends automatically.
Undue Influence
When a contract is over a year it falls within the S.O.F. but if it is under a year is does not. A promise to perform for a year does not make a contract within the S.O.F.
UCC 2-209
What is an agreement modifying a K for the sale of goods needs no consideration to be binding, but must meet the test for good faith.
Capacity
What a person must have, meaning legal and mental ability, to enter into a binding contract.
Counteroffer
Impercect acceptance that includes additional or different terms.
Duress and Ratification
The plaintiff involuntarily accepts the defendant's terms; circumstances permitted no alternative to acceptance of the defendant's terms; and the cirmcumstances were the result of coercive acts by the defendant.
A K signed and ratified under duress is voidable, but may be ratified once duress is removed.
UCC Writing Requirements
1. Between merchants,
2. Writing sent confirming the transaction,
3. Writing sufficient against the sender,
4. Recipient knows the content of the writing,
5. Sender is given no written objection within 10 days.
Unilateral v. Mutual Mistake
Mutual: there was a material mistake, must concern one or more basic assumptions on which the K was made; the party was adversely affected by the mistake; the mistake was mutual; and the adversely affected party does not bear the risk of the mistake.
Promissory Estoppel
What is an enforcement of a promise without a contract when someone reasonably and detrimentally relied on it, creating a legal obligation, and allowing recovery of damages.
Modification
No, a modification does not terminate an offer because a termination happens during the formation of a K, while a modification happens after a K has been made.
Misrepresentation
A false statement of a material fact made by one party which affects the other party's decision in agreeing to a K.
UCC and Common Law Exceptions
UCC: promissory estoppel, judicial admission, specially manufactured, and part performance or full performance of K.
CL: promissory estoppel, ful performance by both parties, and judicial admission.
Warranty and Types
What is a promise, assurance, or statment made regarding the existence or accuracy of specific facts or the condition, quality, or nature of a good or property.
Express warranty, implied warranty of merchantability, and implied warranty of fitness.