Mutual and Unilateral Mistake
This type of mistake occurs when both parties are wrong about a fundamental assumption that materially affects the contract.
What is mutual mistake?
This implied obligation in every contract requires both parties to act honestly and not undermine the contract’s purpose.
What is the duty of good faith and fair dealing?
This doctrine implies that contracting parties will act fairly and not interfere with each other’s contractual benefits.
What is the implied covenant of good faith and fair dealing?
This doctrine assesses whether parties have shown intent to form a binding agreement, judged from an external perspective.
What is the objective theory of contracts?
Under the Statute of Frauds, contracts for this length of time must be in writing to be enforceable, due to the difficulty of proving long-term agreements.
What is more than one year?
This type of mistake, involving only one party, may render a contract voidable if the other party knew or should have known of the error.
What is unilateral mistake?
In exclusive dealings, this duty requires both parties to make reasonable efforts to fulfill the contract’s objectives.
What is the duty to use best efforts?
In exclusive dealing contracts, this duty requires each party to make reasonable efforts to fulfill their obligations.
What is the duty to use best efforts?
If an essential term is missing from a contract, courts may refuse to enforce the contract unless this can be implied based on the parties’ conduct.
What is an implied essential term?
For a contract involving a real estate transfer, this specific type of description is required to satisfy the Statute of Frauds.
What is a legal description of the property?
A mutual mistake as to this aspect of the contract may justify rescission, as it affects the core of the agreement.
What is the subject matter?
A contract term requiring a party to be ‘satisfied’ with performance is limited by this standard, demanding honesty and reasonableness.
What is the good faith satisfaction standard?
The obligation for a tenant to maintain rented premises and a landlord to ensure they are inhabitable are examples of this type of implied term.
What is an implied warranty?
When each party gives a different meaning to a term in the contract, courts apply this rule to adopt the interpretation most reasonable to a neutral party.
What is the reasonable person standard?
In the context of the Statute of Frauds, a verbal agreement may be enforced if one party performs an action that clearly indicates the existence of the contract, known as this exception.
What is part performance?
A party who assumes the risk of a mistake in a contract often loses the ability to use this defense.
What is the assumption of risk doctrine?
If a contract does not specify every term, courts may infer missing terms based on the parties’ intentions and this overarching duty.
What is the duty of fair dealing?
If a contract lacks a specific price term, courts may imply a reasonable price based on this standard of performance.
What is fair market value?
This type of contract occurs when both parties promise to perform in the future rather than offering immediate performance.
What is a bilateral contract?
When both parties are merchants, the Statute of Frauds allows this type of signed written confirmation to be binding, even if only one party signs.
What is a merchant’s confirmation?
If a party makes a significant clerical or mathematical error in drafting a contract, this doctrine may allow for correction or reformation.
What is scrivener’s error?
This implied duty requires parties to act honestly and fairly in performing a contract, and a breach of this duty can result in damages or other legal consequences.
What is contra proferentem?
In contracts for the sale of goods, this term may be implied to guarantee that goods meet a minimum level of quality and fitness.
What is an implied warranty of merchantability?
An offer generally cannot be accepted after this occurs, where the time period for acceptance has lapsed based on reasonableness or express terms.
What is expiration of the offer?
To satisfy the Statute of Frauds, a contract must have this element, which could include initials, an electronic signature, or any symbol signifying intent.
What is a signature?