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?
A contract that involves transactions relating to both goods and services.
What is a Hybrid Contract?
A defense where a party is under the domination of another or in a relationship of trust.
What is undue influence?
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?
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)?
A contract that "no man in his senses... would make on the one hand, and as no honest or fair man would accept, on the other".
What is unconscionability?
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?"
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)?
This doctrine applies when an event occurs that makes a party's performance result in "extreme and unreasonable difficulty, expense, injury, or loss".
What is impracticability?
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?
The majority rule (focusing on the transaction as a whole) and the minority rule (focusing on the specific source of the complaint) used to determine which law applies to a mixed contract.
What are the Predominant Purpose Test and the Gravamen Test?
To assert this defense, the erroneous belief must relate to a fact in existence at the time the contract was executed, not a future prediction.
What is contractual mistake?
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?
”Goods” under UCC§2-105 are defined as:
Movable and tangible
This standard is used to determine inducement in a duress case, meaning we "take plaintiffs as we find them".
What is the subjective standard?