View
- Term
- Definition
- Both Sides
Study
- All (146)
Shortcut Show
Next
Prev
Flip
BCOR 320: Exam 3
Offer Acceptance Consideration Legality Capacity Consent Writing
|
Elements of a Contract
|
Offer
|
All contracts begin when a person or a company proposes a deal.
|
Acceptance
|
Once a party receives an offer, he must respond to it in a certain way
|
Consideration
|
There has to be bargaining that leads to an exchange between the parties "Bargain for Change"
|
Legality
|
The contract must be for a lawful purpose
|
Capacity
|
The parties must be adults of sound mind
|
Consent
|
Certain kinds of trickery and force can prevent the formation of a contract. "Meeting of the Minds"
|
Writing
|
While verbal agreements often amount to contracts, some types of contracts must be in writing to be enforceable.
|
Contract
|
A promise that the law will enforce
|
Bilateral
|
both parties make a promise (to do something) to each other = enforceable agreement
|
Unilateral
|
one party makes a promise to the other that the other party can accept only by doing something specific = until performance is complete REWARDS
|
Unilateral
|
Bilateral or
|
Revoked Completed reasonable
|
Common Law says that Offers can be _____ until performance is ______; Most states allow a _____ amount of time to complete
|
Express
|
the two parties to the contract explicitly state all of the important terms of their agreement; May be Oral or Written; Enforceable Contract
|
Implied
|
the words and conduct of the parties indicate that the parties intended to make an agreement; Not Only words, but may include reasonable inference from actions and circumstances
|
Express
|
Implied or
|
Contract Law
|
Employment Law is based in (At Will)
|
Demasse v ITT
|
Case where employee handbooks have protections by implication and IT employees with seniority had changes, but contract was implied
|
Executory
|
when one or more parties has not fulfilled its obligations under the contract.
|
Executed
|
when all parties to the contract have fulfilled their obligations under the contract.
|
Executory
|
_______ or Executed
|
Valid Unenforceable Voidable Void
|
Four V's of Contract Law (1 is actually a U)
|
Valid
|
satisfies the law's requirements; Must meet every requirement
|
Unenforceable
|
when the parties intend to form a valid bargain but some rule of law prevents enforcement
|
Statute of Limitations
|
Law where Period of Time in order to Bring that Action; time period measured by time from breach of agreement
|
Statute of Frauds
|
Law where Writing Requirement
|
Voidable
|
when the law permits one party to terminate the agreement
|
Void
|
one that neither party can enforce, usually because the purpose is illegal or one of the parties had no legal authority
|
State Type
|
Statute of Limitations varies by _____ and _____
|
Quasi Contract
|
Third Possibility of Implied v Expressed; Implied at Law
|
Benefit Paid Aware Enriched
|
In order to prove quasi-contract, defendant must prove these three elements:
-He gave some ______ to the defendant.
-He reasonably expected to be ____ for the benefit and the defendant was ______ of this
-The defendant would be unjustly _____ if she did not pay.
|
promise rely depended injustice enforce
|
Promissory Estoppel requirements:
Defendant made _____, aware that plaintiff would ____ on it
Plaintiff ____ on promise
Only way to avoid ______ is to _____ promise
|
Quantum Meruit
|
Latin for Plaintiff gets what he deserved
|
Common Law Uniform Commercial Code Restatement of Contracts
|
Sources of Contract Law
|
Uniform Commercial Code 2
|
____ _____ ____Article _ governs the sale of goods. "Goods" means anything moveable, except for money, securities, and certain legal rights.
|
Mixed 2 Sale Goods
|
UCC - In a _____ contract, Article _ governs only if the primary purpose was the _____ of ______
|
Restatement of Contracts
|
defines a contract as a promise or set of promises for breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty; general summary of the nature of common law contracts in the US; restatement of common law; states do not follow the same set of restatement of contracts
|
Understanding Intent Reasonable Person
|
Three aspects of Meeting of the Minds:
______ and ____
____ ____
|
Invitation to Bargain Advertisement Letter of Intent Definite
|
Components of an Offer:
______ ___ _____ and _____ aren't offers
_______ __ _____ depends on writer's intent
The term of the offer must be _______
|
Revocation Rejection Counteroffer Expiration Destruction
|
Five Terminations of Offer:
|
Termination by Revocation
|
Termination of Offer: Effective when the offeree receives it
|
Termination by Rejection
|
Termination of Offer: If an offeree rejects an offer, the ______ immediately terminates the offer.
|
Termination by Counteroffer
|
Termination of Offer: If an offeree _________, it is a rejection that immediately terminates the offer
|
Termination by Expiration
|
Termination of Offer: When an offer specifies a time limit for acceptance, that period if binding.
If the offer specified no time limit, the offeree has a reasonable period in which to accept.
|
Termination by Destruction
|
Termination of Offer: ______ of subject matter terminates offer.
Illegality of subject matter terminates offfer
Death or incompetency of either the offeror or offeree terminates the offer
|
Written Offeror Period Consideration
|
In order for an offer to be irrevocable, it needs to be:
_______, Signed by ______, Containing essential terms/conditions including ______ in which irrevocable, Supported by ______
|
cannot
|
An Irrevocable Offer _____ be revocable if the offeror transmits the offer to another person
|
Will predominant sale common services
|
In MIXED Contracts involving sale of goods and services, the UCC ____ govern if the ______ purpose is the _____ of goods, but ____ law will control if predominant purpose is providing _____
|
Article 2A
|
_____ __ governs the Leasing of Goods
|
UCC 2 204 Quantity Critical OPEN
|
___ _-___ states three rules:
-The parties may make a contract in any manner that sufficiently shows that they reached an agreement (______ Term)
-Knowing the moment of making of the contract isn't ____
-One or more terms may be left open (____ Terms) Commercially responsible terms will be assumed by the court
|
Accept
|
The offeree must say or do something to ____
|
Bilateral
|
In a _____ contract, the offeree generally must accept by making a promise.
|
Unilateral
|
In a _____ contract, the offeree must accept by performing.
|
Mirror Image Rule
|
Requires that acceptance be on precisely the same terms as the offer; has been largely eliminated under the UCC Art. 2 Sale of Goods
|
Mailbox Rule
|
An acceptance is generally effective upon dispatch, meaning the moment it is out of the offeree's control.
|
Reasonable
|
If there are no requirements of acceptance, the offeree may accept in any _____ manner
|
UCC 2-207
|
Under this, an acceptance that adds additional or different terms may form a contract for sales of goods in certain cases.
|
Consideration
|
contracts must be a two way street. If one side gets all the benefit and the other side gets nothing, then an agreement lacks ____ and is not an enforceable contract.
|
Measurable Value Bargained
|
Three Rules of Consideration:
-Both parties must get something of _______ value from the contract.
-A promise to give something of ____ counts as consideration.
-The two parties must have _____ for whatever was exchanged and struck a deal: "If you do this, I'll do that."
|
Void Unenforceable
|
A contract that is illegal is ____ and _______
|
Restraint Trade Compete
|
____ of _____ - To be valid, an agreement not to _____ must be ancillary to a legitimate bargain.
|
Time Geographic Activity
|
In the sale of a business, when a non-compete agreement is ancillary to the sale of a business, it is enforceable if reasonable in ____, _______ area, and scope of _____
|
Trade Confidential Customer
|
A non-compete clause in an employment contract is generally enforceable only to the extent necessary to protect ___ ____, ______ information and _____ lists developed over an extended period.
|
Exculpatory Clauses
|
This is the part of a contract that attempts to release you from liability for injury to another party.
|
intentional negligence public interest unequal written
|
Exculpatory Clauses are unenforceable when:
-it attempts to exclude an _____ tort or gross _______.
-the affected activity is in the _____ _____, such as medical care, public transportation, or some essential service.
-the parties have greatly _____ bargaining power.
-it is not clearly _____ and readily visible.
|
Adhesion Contract
|
A "standard-form" contract, such as that between a large retailer and a consumer, in which the stronger party dictates the terms.
|
negligence intentional hidden
|
Which of the following exculpatory clauses will most likely be enforceable?
-An exculpatory clause that relieves a riding stable of gross ____
-An exculpatory clause that relieves a riding stable from ____ torts.
-A riding stable's exculpatory clause that is ____ in an eight-page document that all riders are required to sign.
|
Unconscionable
|
An ______ contract is one that a court refuses to enforce because of fundamental unfairness
|
Oppression Surprise
|
Two factors that most often lead to unconscionability
|
void
|
In some cases, lack of capacity creates a ____ contract. (PERSONS ADJUDGED INCOMPETENT BY COURT)
|
Disaffirmance
|
A minor generally may _____ a contract; that is, he may notify the other party he refuses to be bound by the agreement.
The minor also has the option of filing a suit to rescind the contract, that is, to have a court formally cancel it.
|
Restitution
|
A minor who disaffirms a contract must return the consideration he has received, to the extent he is able.
|
Voidable
|
Mentally Impaired Persons generally create only a ______ contract
|
Voidable
|
When an intoxicated person makes a contract, it is ______.
|
Innocent
|
______ Misrepresentation means the owner believes the statement to be true and has a good reason for that belief.
|
Fraudulent
|
______ Misrepresentation means the owner knows that the statement is false
|
Falsity Material Reliance
|
Three Requirements to rescind a contract due to fraud and misrepresentation:
|
Rescission Damages
|
Plaintiff's Remedy for Misrepresentation or Fraud -
_____ or Suit for _______
|
Standish Schwartz
|
_______ v ______ - Fraud committed, intentional misrepresentation; Baseball Cards/ Photos
|
Previous Mistaken Writing Trust
|
Nondisclosure of a fact is misrepresentation only when disclosure is necessary:
To Correct a _____ Assertion
To Correct a Basic ______ Assumption
To Correct a Mistaken Understanding about a ______
In A Relationship of ______
|
Undue Influence
|
In Bonds v Bonds, Sun's claim was _____ _______; Lawyer advised several times to get independent counsel
|
Bilateral factual error voidable
|
A ________ mistake occurs when both parties negotiate based on the same _____ _____. If the parties contract based on an important factual error, the contract is ______ by the injured party.
|
Uncertainty Rescission knows
|
In Conscious _______, No ______ is allowed where one of the parties _____ she is taking a risk
|
Unilateral Unconscionable Unmistaken
|
Sometimes only one party enters a contract under a mistaken assumption, a situation called ______ mistake.
to rescind for unilateral mistake, a party must demonstrate that she entered the contract of a basic factual error and that either:
(1) enforcing the contract would be _______ or
(2) the _______ party knew of the error.
|
land 1 year debt estate marriage 500
|
Under the Statute of Frauds, agreements that must be in writing are:
For any interest in ____
That cannot be performed within _ ____
To pay the ____ of another
Made by and executor of an _______
Made in consideration of ______; and
For the sale of goods over $____
|
Writing
|
Requirement for Statute of Frauds
|
Full Seller Part Buyer
|
The exceptions to the Requirement for Statute of Frauds Interest in Land are:
_______ Performance by the _______
_______ Performance by the _______
|
Collateral Promise
|
Promise to pay debt of another
|
Defendant Name Subject Matter Terms
|
Requirements of Statue of Frauds Writing:
The contract or memorandum must be signed by the ______ and
It must state with reasonable certainty:
the _____ of each party
the _____ ______ of the agreement, and
all of the essential _____ and promises.
|
500 Defendant Parties
|
Under UCC 2-201, A contract for sale of goods worth $____ or more is not enforceable unless there is some writing, signed by the _______, indicating that the ______ reached an agreement.
|
Third Party Beneficiary
|
An intended beneficiary may enforce a contract if the parties intended her to benefit and if either:
enforcing the promise will satisfy a duty of the promisee to the beneficiary or the promisee intended to make a gift to the beneficiary.
|
Assignment of Rights
|
A contracting party may transfer his rights under the contract
|
Delegation of Duties
|
A contracting party may transfer her duties pursuant to the contract
|
Obligor Law Validly Contract
|
Exceptions to Contractual Assignment:
(a) would substantially change the _____'s rights or duties under the contract; or
(b) is forbidden by ____ or public policy; or
(c) is _____ precluded by the ____ itself.
|
Policy Prohibits Personal
|
Exceptions to Obligor Delegation:
(1) delegation would violate public _____, or
(2) the contract ______ delegation, or
(3) the obligee has a substantial interest in ______ performance by the obligor
|
Rescinded
|
A contract terminated by mutual agreement is a _____ contract
|
Strict
|
Performance that is exactly what promised; is usually not expected and failure to do so does not cause for discharge
|
Value of Defects
|
Substantial Performance = Full Price - ____ __ _____
|
Work
|
Unsubstantial Performance = Nothing but possible Value of ____
|
Material
|
Type of Breach where courts will discharge only if a party committed a ______ breach, causing substantial harm
|
Impossibility
|
A court will discharge an agreement if performing a contract was truly ______ but not if honoring the deal merely imposed a financial burden
|
True Impossibility
|
something has happened making it utterly impossible to do what the promisor said he would do
|
Contract Personal Services Illegality
|
Elements of True Impossibility are:
Destruction of subject matter of _______
Death of promisor in a ______ ______ contract
_______
|
Compensatory Consequential Incidental
|
What are the damages awarded for Expectation Interest (3)?
|
Reliance
|
This type of interest was designed to put the injured party in the position he would have been in had the parties never entered into a contract.
|
Restitution
|
Designed to return to the injured party a benefit that he has conferred on the other party, which it would be unjust to leave with that person
|
Equitable
|
When money is not sufficient to help the injured party, a court may order a transfer of property or may issue an injunction to prevent a particular action from continuing.
|
Compensatory
|
The most Common of Damages
|
Promised Breach Quantified Certainty
|
Compensatory Damages:
They generally flow directly from the contract, such as an order to pay what was _____ or to pay for expenses caused by the _____.
The injured party must prove the breach caused damages that can be _____ with _____ certainty.
|
Consequential Damages
|
Damages resulting from the unique circumstances of this injured party; Third Party Companies calculate these damages due to complexity
|
Incidental Damages
|
relatively minor costs incurred when the injured party responds to the breach (obtaining cover), such as the extra cost of buying replacement goods.
|
Equitable Interests
|
Specific Performance, Injunction, and Reformation are all components of ____ _____
|
Specific Performance
|
A court will order the parties to perform the contract only in cases involving the sale of land or some other asset that is unique
|
Reformation
|
process in which a court will partially "re-write" a contract
|
Liquidated Damages
|
_____ _____ Clauses are when actual damages are difficult to determine
|
Mitigation
|
_____ of Damages - A party may not recover for damages that could be avoided with reasonable efforts
|
Restatement 205
|
The ______ of Contracts (___) states that Every contract imposes upon each party a duty of good faith and fair dealings in its performance and its enforcement
|
Warranties Negligence Strict Liability Fraud
|
Product Liability includes (4):
|
Express Implied
|
What are the two Warranty Types?
|
Demo Picture Blueprint Description Sample
|
An express warranty is one that the seller creates with his words or actions. Any affirmation of fact--or any promise--can create an express warranty, including:
_____, ____, ______,
Any ______ of the goods can create an express warranty.
Any ______ or model can create an express warranty.
|
Grade goods Labeled Conform Equal
|
Implied warranty that goods are:
Of average , fair or medium ____ quality
Will pass, without objection in the trade or market, for _____ of the same description
Be adequately packaged and ______
___ to affirmations of fact or promises made on label or container
Be of _____ quality and quantity
|
Skill
|
Implied Warranty of Fitness for a Particular Purpose:
May or May not be a _____
Seller has reason to know _____ for use
Seller has reasonable ____ and judgment of products
|
Oral Express Warranties
|
May be disclaimed by clear conspicuous writing
|
Written Express Warranties
|
May NOT be Disclaimed
|
Merchantability
|
Implied Warranties of _______ - may disclaim, but must use word "______" and the disclaimer must be conspicuous. ***NOTE: Many states prohibit a seller from disclaiming implied warranties in the sale of consumer goods.
|
Magnuson Moss
|
_____-____ Warranty Act Does not require:
Manufacturers or sellers to provide a warranty on their products
Any supplier that offers a written warranty on a consumer product that costs more than $15 to disclose the terms of the warranty in simple understandable language before the sale
|
Terminates
|
Collector Carl displays his beer can collection at the local swap meet. Mary sees the collection and is interested in buying it. Carl says he will sell the collection for $1,500. Mary says she really likes the collection buy is only willing to pay $1,000. Mayr's counteroffer _______ Carl/s offer of $1,500.
|
In Writing One Year
|
Claude agrees to lease his house to Irvin for nine months, the lease to begin six months from the signing of the contract. Under the statute of frauds, the lease is required to be __ ______ because of the ____ ____ rule
|
Rejection
|
A counteroffer is a ____ of the original offer.
|
Not Enforceable
|
An exculpatory clause is generally ___ _______ when it attempts to exclude an intentional tort or gross negligence.
|
Donee Creditor
|
A nonparty to a contract may enforce the contract if the person is a _____ beneficiary or _____ beneficiary
|
Wins Enforceable
|
Barb has been a children's day care provider for several years in the small town of Sallton. She has decided to give it all up and move to the big city for excitement and adventure. She sells her business to Ken, agreeing not to open a competing business within five miles of Sallton for a period of nine months. After five months of the big city life, Barb is broke and moves back to Sallton. She opens a small day care business. Ken sues on the noncompete clause. Ken ____, and the agreement is _______.
|
Executory Bilateral Express
|
Mike made the following offer to Mick: "I will pay you $500 if you agree to paint my house." Mick replied that he would. At this point, the contract is an _____, _____, _____ contract
|
Ratified Bound
|
Marty, a 16-year-old, contracted with Cream-of-the-Crop Cycles to buy an $8,000 motorcycle. He agreed to make monthly payments until the purchase price plus interest were paid in full. It is three years later and Marty has not disaffirmed the contract and has made regular payments on the cycle since turning 18. Marty has _____ the contract and is now ____ by its terms.
|
TRUE
|
According to the UCC, one or more open terms will not cause a sales contract to fail for indefiniteness as long as the parties intended to make a contract and there is a reasonably certain basis for the court to grant an appropriate remedy. True or False?
|
Frauds life business complex ongoing
|
You should have a signed written agreement when:
The Statute of ____ requires it
The deal is crucial to your ____ or the life of your ______
The terms are _____
You do not have an _____ relationship with the other party.
|
contract statute obligor
|
any right or duty can be assigned or delegated unless the assignment or delegation is (1)prohibited by the _____, (2) prohibited by a ____, or (3) when an assignment will significantly change the risk or duties of the ______
|
Void
|
A sitcom actor, exhausted after his 10-hour workweek, agrees to buy a briefcase full of cocaine from Lewis for $12,000. Lewis and the actor have a ___ contract.
|
contemporaneous oral
|
Two individuals signed a contract that was intended to be their entire agreement. The parol evidence rule will prevent the admission of evidence offered to prove the existence of a ______ ______ agreement modifying the contract
|
Full Performance
|
Most contracts are discharged by:
|
True Impossibility
|
Lenny makes K2, a synthetic form of marijuana, in his basement. He signs an agreement with the Super Smoke Shop to deliver 1,000 cans of K2 for $10,000. After the contract is signed, but before the deliver, Super Smoke Shop's state legislature makes the sale of K2 illegal. Lenny's contract will be discharged because of ____ ______.
|
Direct Consequential
|
A manufacturer delivers a new tractor to Farmer Ted on the first day of the harvest season - but the tractor will not start. It takes two weeks for the right parts to be delivered and installed. The repair bill comes to $1,000. During the two weeks, some acres of Farmer Ted's crops die. He argues in court that his lost profit on those acres is $60,000. If a jury awards $1,000 for tractor repairs, it will be in the form of ____ damages. If it awards $60,000 for the lost crops, it will be in the form of ____ damages.
|
Expectation Interest
|
Julie signs a contract to buy Nick's 2002 Mustang GT for $5,000. Later, Nick changes his mind and refuses to sell his car. Julie soon buys a similar 2002 Mustang GT for $5,500. She then sues Nick and wins $500. The $500 represents her ____ _____.
|
Common Law
|
New consideration must be present for the modification to be binding if the deal is governed by _____ _____
|
Clarify Modernize Usage Agreement Uniform
|
UCC §1-102(2): Underlying purposes and policies of this Act are:
1. to simplify, _____ and ____ the law governing commercial transactions
2. to permit the continued expansion of commercial practices through custom, ____ and ____ of the parties
3. to make _____ the law among the various jurisdictions
|
Agreement When Open
|
Under Article 2 of the UCC:
1. The parties may make a contract in any manner sufficient to show that they reached an _____.
2. The UCC will enforce a deal even though it is difficult, in common law terms, to say exactly ____ it was formed.
3. Under the UCC, a court may enforce a bargain even though one or more terms were left _____.
|