Defenses to Formation
A contract for this type of transaction is automatically void and unenforceable in court.
What are Illegal Contracts / Contracts for Illegal Acts?
This rule dictates that certain types of agreements must be evidenced by writing(s).
What is the Statute of Frauds?
This is anything less than perfect performance.
What is a breach?
This excuse allows for nonperformance when AFTER the formation of contract, performance becomes ______ or there is no other alternative, impracticable, or extremely and/or unreasonably difficult to do.
What is impossibility?
This type of damage is one found in equity and orders the breaching party to do what was promised.
What is specific performance?
During the formation of contract, there was a special relationship as well as unfair persuasion.
What is undue influence?
Though not typically the first step courts will use to resolve an ambiguity in a term, this is typically regarded as the best indicator.
What is course of performance?
This UCC Rule allows for a buyer to reject goods if the goods fail "in any respect" to conform to the contract. It is to be noted that this rule is not applicalbe to installment contracts or contracts where the parties agree that the buyer does not have the right to rejec.t
What is the Perfect Tender Rule or UCC 2-601
This excuse for nonperformance states that when the party that is contractually obligated to pay for the performance lost all or most of the performance's value due to some unexpected event.
What is frustration of purpose?
All money damages fall under this type of remedy.
What are remedies at law.
One of the potential elements for unconscionability, this element highlights a grossly unfair deal that is not just a proper allocation of the risk. This can be shown through a extreme disparity in consideration between the parties involved.
What is substantive unconscionability?
This rule bars past or contemporaneous oral and written communications from being admitted if they attempt to add or change a written agreement.
What is parol evidence?
What is substantial performance?
This is when a party to a contract acquires contract rights.
What is an assignment?
These types of money damages seek to award the nonbreaching party the benefit of their bargain.
What are expectation/direct/general damages?
In considering whether to follow an exculpation clause in the contract, the courts will look at "____" factors including (BUT NOT LIMITED TO): whether the business is suitable for public regulation, whether the business is performing a service of great importance to the public, and how essential the nature of the service is.
What are the Tunkl factors?
In the case Burger King Corp. v. Family Dining, the court found that Burger King's failure to hold Family Dining to the original development rate of 1 restaurant a year was a ______ of their express conditions.
What is a waiver?
This particular element for UCC 2-608 Revocation of Acceptance states that a buyer may revoke their acceptance if the defect _______ ______ the goods' value to the buyer.
What is substantially impairs?
Not just prohibitive language will be enough to render an assignment invalid. This type of language, stating that all assignments are "____ and void", is required to make an assignment invalid.
What is language of nullity?
What is unavoidable ?
A contracts with B to sell his car that is not smog compliant under the CA vehicle code. B refuses to pay for the car, and raises the defense that having to buy a car that is noncompliant with CA smog rules goes against ____________, as there is a strong interest in preventing the sale of highly pollutant cars.
What is public policy?
One of the canons of construction, this rule states that when specific and general words are connected, the general word is limited by the specific. For example, a rule listing "automobiles, trucks, tractors, motorcycles, and other motor-powered vehicles" might be interpreted via _______ to exclude airplanes, as they are not land-based vehicles.
What is Ejusdem Generis or “of the same kind”
In the event of an anticpatory repudiation, the nonbreaching party may (3)
What is
1. sue immediately
2. wait for performance, subject to mitigation principles, and
3. urge retraction of the contract.
This type of intended beneficiary gave no consideration to be part of the contract, and is getting the benefits as a gift. They can also only sue the promisor.
What is a donee beneficiary?
This principle holds that the non-breaching party must at least attempt to obtain substitute performance and minimize their loss.
What is mitigation?