FINAL EXAMINATION Pursuant to BLOCK EXAM SCHEDULE IN PERSON December 8 2014 from 3PM to 5PM 1 Chapter 9 Contract Formation Chapter 11 Sales Leases and E Contracts Chapter 10 Contract Performance Breach and Remedies Chapter 14 Intellectual Property and Internet Law Chapter 20 Agency Chapter 21 Employment Relationships Chapter 22 Employment Discrimination Chapter 23 Immigration and Labor Law Chapter 9 Contract Formation Vimeo Lecture 10 11 and Chapter 11 Sales Leases and E Contract Types 2 types of contracts bilateral or unilateral Bilateral promise for a promise Both sides are going to negotiate Example Buying a car or a house One party delivers a car when party delivers the money Then you negotiate the price of the car and any features like new tires an extra key etc Unilateral A promise for an act Example Whoever mows my lawn by 5 00 today gets an A Once the person starts to perform the act the contract can t be revoked Even if you buy the gas for the lawnmower you have started the contract NEED TO DO FIRST WITH A CONTRACT Most important concept for contracts Determine if it is Common Law or UCC Common Law Real Estate Services Uniform Commercial Code Only applies to goods Goods or moveables Situation A fruit store buys apples from an apple dealer Jesse buys a radio from an electronics store A rug dealer buys some rugs from a weaver who is not a business person Bob contracts to buy 50 CDs from Layla s garage sale Jim contracts to buy Marsha s mountain cabin Does the UCC apply Yes Yes Yes No No Common Law or Uniform Commercial Code Only applies to goods Need to perform a Test to figure out what law to apply because many contracts are a mix De Minimus too trivial or too minor to merit consideration For example if you pay 39 99 for dishwasher installation but they agree to deduct 39 from the price of the dishwasher the 0 99 cents is too minor of a service to consider so you would apply uniform commercial code The service part installation of this contract is de minimus compared to the goods part dishwasher Or you purchase a million dollar diamond and the sellers agrees to polish it you apply UCC because the polishing services are de minimis Apportionment taking a portion of each and compare it Example Pacemaker you receive one bill from the hospital for the surgery of the putting in a pacemaker So if your hospital bill is 20 000 5 000 for the pacemaker and 15 000 for the surgery then the courts apportion the percent for each area Both UCC and Common Law apply only time that both laws can apply Preponderance what is this mostly Is it mostly a good or mostly a service Not empirical not a science Example you purchase a 20 million bridge and a steel beam breaks You want warranty protection of the UCC can you get it No because you can t apportion a bridge which is complex combination of goods services 2 Do you have a valid contract Common Law Contract 3 parts Offer Acceptance Consideration 1 Offer Intent present intent to enter the contract need to be present Content think of a personal check what s on it Need to have all the components o Needs to identify the parties both parties o Date time for performance when is the agreement occurring o Amount price o Subject matter area subject matter of the proposed change a check can become a contract if a check has all of these parts it can be Communication need to communicate it directly Duration How long is the offer available Expiration set a time for when the offer will be available Terminate by operation of law example if someone is offering their car for sale for 10 000 and someone makes an offer of 8 000 and then that night the car gets in an accident o death or destruction of property the contract is no longer valid and terminates the offer o Incapacitation of the person if person becomes incapacitated o Supervening illegality Termination by the parties o Rejection of an offer o Revoke the offer before acceptance occurs revocation o Counter Offer go back and forth until someone rejects or accepts 2 Acceptance present unconditional unequivocal assent to each and every term of the offer Mirror Image Rule everything on the contract has to be IDENTICAL 3 Consideration each side has to give up something maybe money or a release from a lawsuit example you give up the right to sue Consideration is not weighed heavily by the court Non valuable promises do NOT count as a consideration example on your birthday you don t have a right to demand a gift Donative transaction gift don t count as a consideration So for example if they name a building after someone in consideration for their donation so once something is given back then it is no longer a donative transaction Moral consideration what is the value of salvation You can t have a contract for moral salvation so the church cannot make you donate in the basket they can t promise you moral consideration Jewish temples have dues to join so they can enforce it Past consideration if you already paid the consideration and then someone tried to renegotiate the contract then both sides would have to give something up Pre existing duty Example you are going to have a pool installed you get bids for 5 000 the company starts to dig the hole they come to you and say we don t want to finish unless you give us another 5000 you tell them sure but you don t actually pay them You are in the right because they had a pre existing duty and they never gave you back anything so the original contract stands But if you ask them to add a slide and a diving board then you have a new consideration for the contract so now you have a new contract Contracts Uniform Commercial Code applies to goods moveables include animals their unborn minerals oils gas and crops Structures is questionable because structures are on land Example Small shed on land that could be moved vs Large shed that is grounded with concrete footers so now the shed becomes part of the real estate Any good that is attached to the land is real estate is not a good Example book shelf that is built into a wall becomes real estate Anything that is attached to the property becomes the real estate Chandelier installed vs lamp 3 Article 2a Lleasing Example if you lease a car and have a buy out Or a photocopier that has a residual purchase price Article 2 205 If you have offer irrevocable for 3 months or 90 days Article 2 and 2A of the UCC mirror each other so the lease is really a financing arrangement for the goods In common law an offer has to have a separate
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