EXAM REVIEW TOPICS CHAPTER 9 Questions that say sale of goods assume Common law Chapter 9 unless it directly says UCC chp11 Mailbox Rule what is it how does it work How does it work when the offer is revoked o Common law contract you have accepted offer when the person accepting the offer puts it in mail Revocation does not occur if acceptance is already in mail If accepting instead of rejection your acceptance in mail must beat your rejection Elements of an offer promissory estoppel o Identify parties time for performance subject matter price General rules of communication of offers acceptance by someone other than the offeree o An offer can only be accepted by person who the offer is made to offer to one is not an offer to all Detrimental reliance o If offer is made and the offeree takes some act of reliance the person who made the offer may be prevented from pulling the offer out Ex Talking about buying car 67 corvette and start to build garage then you have to still sell to them Promissory estoppel Legal detriment as consideration o Consideration doesn t need to be much can be very small thing something you would otherwise be entitled to do drinking before 21 not counted Grandpa will give you 500 for not gambling in Vegas Not drink before 21 because that s not allowed Unilateral mistake mutual mistake consequences of each different then the mistake of value performs o Unilateral one party of contract has made a mistake contract still o If sell rock and it s a diamond you have to live with it Especially with art o Mutual both parties are mistaken about the same material of the contract contract can be excused Offers counteroffers acceptance rejection mirror image rule o Mirror image rule the acceptance of offer must be mirrored exactly the same as the terms of the offer o If not exactly the same of the offer then it is a counteroffer ex pawn stars o signs paper for kid mislead Fraudulent misrepresentation in the factum in the inducement in the execution o In the factum actual existence of the contract is not know Ex mom o Fraud in the inducement everybody knows about it but somebody is o Fraud in the execution forgery of the signature o Company situation where what looks like a contract o Fraud in Factum actual existence of the contract is not known to the person on whom the fraud is perpetrated o Fraud in inducement everyone knows of the contract but someone is missed about the real terms of the contract o Execution forgery of a signature What is the statute of frauds and what types of contracts does it cover at common law o Set of rules of contracts that require Cant be performed in one year Prenuptial agreements contemplation of marriage Surieteryship promise to answer for death of another persons Executive promise promise to answer for debts of dead person Sale of goods 500 Sale of real property Sufficiency of consideration preexisting duty past consideration o Peppercorn rule applies o Cant demand more money in process to finish it that s extortion o Past consideration event or service already performed someone agrees later to pay you money for something they already did cant sue for that because it is a past event Void and voidable contracts o Void cannot be saved illegal contracts robberies murders gambling o Voidable contracts can be saved but look bad CHAPTER 10 Perfect tender rule exceptions to the rule o General rule goods delivered and delivery does not match contract then buyer can reject o Substitution of carrier o Mitigation of damages You are a plaintiff and injured you must do things to mitigate damages by minimizing their effects Put tarp on roof go to hospital find another job o Complete and substantial performance of contracts Complete entire football field gets painted and is ready to play the game Substantial refers to inequitable to allow other person to cancel the contract payer can withhold payment for whats not done o Liquidated damages Okay parties must have a certain kind of contract that makes it difficult to determine the damages that will occur if the contract is terminated Ex Home series in football games Maryland left ACC Agree on what li o Penalty clauses You have a contract where it is possible for parties to determine what damages might be In event of breach the non breaching party will be awarded 1 mill value does not have anything to do with the value of the contract o Nominal and material breach Material goes to heart of contract things that really matter to the parties Breaching party can be held responsible Nominal violations of contract but don t really matter no ones hurt by it o Impossibility impracticability frustration of purpose Impossibility subject matter destroyed impossible to create a contract Impracticability could perform contract but would go bankrupt doing it or bad things would happen Frustration of purpose possible to perform but whole reason for contract is no longer there Ex Rent balcony for macys day parade but then it gets cancelled CHAPTER 11 o What does the UCC cover Who are the parties to UCC agreements o UCC sales of goods not land not stocks and bonds not services o Parts article 2 sales of good buyer and seller o 2a lease of goods lessor and lessee o Nonconforming goods right to reject time to reject o Rejection should be done within reasonable amount of time if not you lose your right to reject non conforming perishable goods must be returned immediately o Shipment contracts destination contracts non delivery contracts risk of loss o Name is clue as to when the risk of lose passes to buyer o Shipment risk of lose passes o Designation risk of lose o Non delivery risk of lose o Commercial units o The right of rejection of non conforming goods accepts good part reject non conforming part You cannot reject less than 1 commercial unit o Open terms under the UCC o Not fatal as long as courts can tell the parties never came to the agreement court will try to save the contract CHAPTER 14 o Categories of intellectual property and what kinds of things can be protected under each category copyright trademark trade secret patent o Copyrights Literary musical dramatic Choreography Art Film sound Architecture o Cant copyright idea what matters is the expression to claim copyright o Trademarks o Trade secrets business has put time energy and money that gives them advantage over companies who doesn t have them protected by federal and state law o Patent for product process or design know differences between them Types of
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