Mutual Assent
What is a definite offer?
A definite offer reflects the intent to be bound and seen through an objective manifestation.
What is consideration?
Consideration is a mutually induced exchange of value?
What terms can not be supplemented by extrinsic evidence under SOF?
SITS
What are all the types of defenses and an applicable case for each?
FUC P DUMM2I (excluding undue influence)
What are the requirements of unjust enrichment?
What are the requirements for an ad to be an offer?
it must be clear definite and explicit
What must a modification be in a UCC contract to be?
"fair and equitable"
What is the purpose of the statute of frauds?
to enforce contracts not perpetuate fraud
What is the defense of impossibility?
If a party’s performance is rendered impossible due to unforeseeable circumstances, they may invoke this defense to excuse their contractual obligations.
What is promissory estoppel?
Detrimental reasonable reliance induced by a promise, injustice can only be avoided by fulfillment of promise.
What is the difference between option contracts under UCC and CL?
ucc - consideration not required, maximum 90 days, 90 day default if unspecified, must be written
cl - requires consideration
Explain each letter in PIMMP and give a case/holding for each.
Past Consideration to the contract does not count towards a new contract.
In Carlisle
Illusory Promises are statements that appear to be a promise but lack commitment to the promise.
In Davis v. Magnolia / In Lady Duff Gordon,
Moral Consideration is a sufficient consideration to support a subsequent promise to pay where the promisor has received a material benefit.
In McGowin
Modification solely for the benefit of one party is unenforceable for lack of consideration. Modification is enforceable without consideration if it is fair and equitable in view of unanticipated circumstances.
Modification of a contract must be supported by consideration
In Angel v. Murray
In Hamer v. Sidway
Preexisting Duty Rule states that a promise to do (or refrain from doing) something that the promisor is already obligated to do does not constitute consideration
White v. Village of Homewood
Alaska Packers
What can bring an oral contract within the SOF?
written conf. within reasonable time
When can mental capacity be used as a defense to contract formation?
(1) A person incurs only VOIDABLE contractual duties by entering into a transaction if by reason of mental illness or defect
COGNITIVE Test-> (a) he is unable to understand in a reasonable manner the nature and consequences of the transaction,
• Whether the person involved had sufficient mental ability to know what he or she was doing and the nature and consequences of the action
VOLITIONAL Test-> (b) he is unable to act in a reasonable manner in relation to the transaction and the other party has reason to know of his condition
• Person may understand at some level the contract, but lacks the ability to effectively control themselves
What is the material benefit rule?
Material Benefit Rule: In a situation where there is once an enforceable contract one party's obligation to perform was vitiated by a legal defense (expiration of SOL or minority), if the released party promises again to perform the contract, the material benefit rule renders the second promise enforceable.
When can silence be acceptance and which restatement is it?
Also, provide 2 applicable cases.
Silence may constitute implied acceptance in certain cases where: offeree takes benefit and had opportunity to reject; the offeror gives reason for the offeree to believe silence is acceptable; or where previous dealings suggest that the offeree should notify the offeror if he does not intend to accept. (69 & 72)
Whats the first shot rule? Whats required? What are exceptions?
(First Shot CL)
For modification you need an offer and acceptance, but you need new consideration for CL. The exception to this rule is if there is a change in circumstances (unanticipated difficulties) that need modification can supply that consideration in CL.
What is a fully integrated agreement? What is a partially integrated agreement?
Integrated agreement: a writing or writings constituting a final expression of one or more terms of an agreement. R 209(1).
A completely integrated agreement is an integrated agreement adopted by the parties as a complete and exclusive statement of the terms of the agreementR 210.
A partially integrated agreement is an integrated agreement other than a completely integrated agreement.
Whats need for a defense of mistake to the enforceability of a contract?
Four basic elements:
a mistake as to a fact;
mistake must go to a basic assumption of the transaction;
mistake must have a material effect on the exchange; and
party raising the defense must not bear the risk of the mistake.
In addition, a unilateral mistake must have the effect that the mistake must render enforcement of the contract unconscionable, or, the other party must have had reason to know of the mistake or caused the mistake.
two common situations/defenses where compensation for the benefit rendered is not required
Good Samaritan defense: someone helping you is viewed as a gift, that gift is a benefit rendered without the expectation of compensation.
Doctrine of Officious Intermeddler: one cannot perform a service for someone else and then subsequently expect to be compensated without bargaining prior to action.
What is UCC 2-207? Who does it apply to?
UCC-2-207(1) applies to anyone under UCC;
UCC 2-207(2) + (3) only applies to merchants because they are limited to the Battle of the Forms issue
1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.
(2) The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless:
(3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract.
Whats the last shot rule? Where does it come from? Whats are the exceptions?
Battle of the forms- The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless:
The offer expressly limits acceptance to the terms of the offer
They materially alter it; or
Notification of objection to them has already been given or is given within a reasonable time after notice of them is received
In UCC you don't need separate consideration, the modification just needs to be "fair and equitable."
What can be admitted for fully integrated vs partially integrated docs? What are the exceptions to admitting extrinsic evidence?
fully integrated: NO PAROL EVIDENCE UNLESS AN EXCEPTION (AEDISC) APPLIES. The exceptions are: Ambiguity; UCC: Explain or supplement with course of dealings, course of performance, usage of trade (2-202(a)); Defense to Agreement; Integration; Subsequent Modification; Condition
Evidence of a consistent additional term is admissible to supplement an integrated agreement unless the court finds that the agreement was completely integrated. R 216.
must be prior and contemporaneous
Whats the difference between fraudulent and material misrepresentation?
(1) A misrepresentation is FRAUDULENT if the maker intends his assertion to induce a party to manifest his assent and the maker
(a) knows or believes that the assertion is not in accord with the facts, or
(b) does not have the confidence that he states or implies in the truth of the assertion, or
(c) knows that he does not have the basis that he states or implies for the assertion
(2) A misrepresentation is MATERIAL if it would be likely to induce a reasonable person to manifest his assent (objective), or if the maker KNOWS that it would be likely to induce the recipient to do so (subjective)
What is the difference (& how are damages calculated) for promissory estoppel and unjust enrichment?
PE: This doctrine is used to enforce promises that have created reliance, to avoid unfair outcomes where one party has relied on another’s promise to their disadvantage.
UE: The goal is to prevent a person from being unfairly enriched at another’s expense. It is often used to seek restitution or compensation for the party who provided the benefit.
damages under UE are to make the party whole for what they have already spent or done, damages for what was spent
Damages under PE can be reliance damages for what was expected based on the promise