-
K Mnemonic
- Armadillos
- From
- Texas
- Play
- Rap
- Eating
- Tacos
-
Armadillos from Texas . . .
- Applicable law
- Formation of K
- Terms of K
- Performance
- Remedies for unexcused nonperformance
- Excuse of non performance
- Third-party problems
-
Unilateral K trigger
Offer expressly states performance as only possible acceptance.
-
Art. 2 Mixed Deals Rule
All or nothing / most important part
-
Art. 2 Mixed Deals Rule Exception
K divides payment = UCC applies to goods; CL applies to the rest
-
True/False: Potential K answers that state "intent" or "intended" are alwasy wrong answers.
True - They are always wrong answers.
-
Under common law, is price required in a sales K or offer to K?
Yes. Lacking that term voids the K, or results in no offer.
-
Under Art. 2, is price required in a sales K or offer to K?
No. Gap-filling provisions take care of it.
-
What ambiguous terms will void an offer?
A - Any terms
B - Material terms
B - Material terms
-
Trigger words for vague offer terms.
- Appropriate
- Fair
- Reasonable
-
Triggers for requirements or output Ks.
-
Test for whether post-K increase voids output or requirements K.
Is the increase unreasonsably disproportionate to the original amount.
Note: decreases are not tested
-
Formation Issues
- 1 - Was there an offer?
- 2 - Was the offer terminated?
- 3 - Was the offer accepted?4 - Is there a reason to not enforce the agmnt?
-
Reasons to not enforce the agmtn:
- Consideration
- Defendant's Capacity
- Statute of Frauds
- Illegality
- Public Policy
- Misrepresentation
- Duress/Undue Influence
- Mistake of Fact
- Unconscionability
- Ambiguity in Agreement Wording
-
Four Methods of Offer Termination
- 1 - Lapse of Time
- 2 - Death of party prior to Acceptance.
- 3 - Revocation (offeror)
- 4 - Rejection (offeree)
-
Offer termination by Lapse
time state or reasonable time
-
Offer termination by Death
Death / incapacity before acceptance.
Except:
Irrevocable offers
-
Offer terminatin by Revocation
Words - unambiguous, communicated to offeree
Conduct - unambiguous, offeree knows about it
-
Can an advertisement be an offer?
Generally no.
- Exceptions:
- - Unilateral K language "$100 to anyone who catches the flue after using our product as directed"
- - States quantity and who can accept: "1 fur coat for $10, first come, first served"
-
Are multiple offers a revocation?
No.
-
Can an offeree accept an offer, held by an option, after the option expires?
Yes. Option expiration alone does not revoke an offer.
-
UCC Firm Offer Rule
- 1 - Merchant
- 2 - offers to buy or sell
- 3 - signed stated promise to keep the offer open
UCC limits time offer open to a max of 3 months.
-
Test for reliance that makes an offer irrevocable:
- 1 - offeree relies on the offer
- 2 - reliance was reasonably foreseeable to offeror
- 3 - reliance was detrimental to offeree
-
Once performance begins on a unilateral K, who cannot revoke?
Offeror. Must give offeree reasonable time to complete the performance.
-
Unilateral K - difference b/w performance and mere preparation.
everything is mere preparation until offeree begins the act that offeror stated
-
CL - Counter offer
Rejection and new offer. Old offer cannot be accepted.
-
UCC - Counter offer
Generally treated as a "seasonable expression of acceptance".
-
CL - Additional terms in counter offer
Rejection of previous offer makes new terms part of the new offer.
-
The most common Cal Bar essay question and the most frequent MBE question referring to contracts addresses what?
Whether there is a legally enforceable agreement. --> Formation.
-
Part performance of a _____ K does NOT satisfiy the SoF.
Services.
-
If you're told the sale price in the prompt, it is either a:
- 1) Money damages question; or
- 2) Statute of Frauds question
-
SoF - Sale of good Ks . . .
. . . do not need to mention the price in the writing to satisfy the Statute of Frauds.
-
How do you spell p__ evidence?
p-a-r-o-l
-
Standard for compliance with express condition:
Strict Compliance.
-
Trigger words for Express Condition:
- if
- only if
- provided that
- so long as
- subject to
- in the event that
- unless
- when
- until
- on condition that
-
Past/moral consideration is good for:
Debts, promised in writing, based on a prior debt that is uncollectable due to a technicality (SOL, BK).
-
What if a counter offer ends in a question mark?
It's bargaining, and NOT a counter offer.
-
Effect of Conditional Acceptance:
Terminates the offer.
-
Does a counter offer kill an option?
NO.
-
Mirror Image Rule:
Response that adds terms is rejection and counter offer.
-
Battle of the Forms (2-207)
- Response to offer, with new terms:
- 1 - Accepts the offer, forming a contract b/c it is a seasonable expression of acceptance
- 2 - Same terms are included
- 3 - Additional terms might be part of the K.
-
Battle of the Forms, additional terms test:
- Part of the K only if:
- 1 - both parties are merchants
- 2 - additional term not material
- 3 - additional term not rejected
-
Mailbox rule exception:
Mailbox rule does not apply if offeror states that acceptance must be received by ___.
-
Can you use the mailbox rule to meet an option deadline?
No.
-
X orders red widgets; Y ships blue widgets. Result:
X's order is an offer; Y's performance is acceptance; forms contract; Y's shipment of incorrect goods is a breach.
-
Accomodation requires:
Seller to ship nonconforming goods, stating that the goods are only an accomodation.
-
Effect of Accomodation:
Counter offer and no breach. K not formed until buyer accepts nonconforming goods.
-
Can an offer be assigned?
No.
-
Legal reasons to not enforce:
- 1 - Lack of consideration
- 2 - lack of capacity
- 3 - Statute of Frauds
- 4 - law prohibit performance
- 5 - public policy - never on the bar
- 6 - misrepresentation
- 7 - nondisclosure
- 8 - duress
- 9 - ambiguity
- 10 - unconscionability
- 11 - mistake
-
Consideration requires:
- 1 - bargained for,
- 2 - legal detriment
-
Is a promise consideration?
Yes.
-
When is a promise illusory?
If promissor can change mind/terminate at will, without notice.
-
When is past consideration sufficient?
- 1 - expressly requested by promissor,
- 2 - promisor knows promisee expects payment
-
Is a pre-existing duty sufficient for consideration?
CL - Never.
Art. 2 - New consideration is NOT necessary to modify sale of goods contracts.
Modern - Only sufficient for consideration IF the duty is owed to a third person.
-
Promise to forgive balance of debt as consideration requires:
Debt is not due / is disputed.
OR if it is:
- 1 - Written promise;
- 2 - to satisfy obligation
- 3 - for obligation for which there is a technical defense.
-
Promissory estoppel requires:
- 1 - Promise;
- 2 - Reliance that is reasonable, detrimental, and forseeable
- 3 - Enforcement necessary to avoid injustice.
-
Consequences of incapacity:
Voidable.
-
Ks w/in the Statute of Frauds:
1 - Promise to answer for debts of another [suretyship];
2 - Service not capable of being performed w/in 1 yr;
3 - Transfers in real estate;
4 - Sales of goods over $500.
-
Promise to answer of the debts of another requires:
- 1 - guarantee to pay if someone else does not;
- 2 - main purpose is NOT to benefit to guarantor.
Note: if main purpose is to benefit the guarantor, the K is NOT w/in the SoF, and neither is the guarantee.
-
Service contract not capable of being performed w/in the time of contracting requires:
Capable = impossible, even w/o unlimited resources
If capable, it's a task and NOT w/in the SoF
-
Is a one-year lease within the SoF?
Nope, b/c it's one year or less.
-
Satisfying the SoF requires:
- 1 - Performance; OR
- 2 - a Writing
-
[SoF] Performance and transfer of real estate requires:
- ANY TWO of:
- 1 - improvements to the land;
- 2 - payment;
- 3 - possession.
-
[SoF] Performance and service Ks requires:
Full performance by any party.
- Part Performance NEVER satisfies SoF.
- --> but look for recovery under quasi-contract
-
If prompt mentions sale price, the quesiton is on:
- 1 - Money Damages; or
- 2 - Statute of Frauds
-
[SoF] Seller's part performance in sales contracts:
Delivered Goods --> No SoF Defense.
Undelivered Goods --> Yes, SoF Defense.
|
|