CONTRACTS.csv

• 1. Lapse of time (time stated or reasonable)
• 2. Death of party prior to acceptance
• 3. Revocation (statement or conduct of offeror)
• "4. Rejection (words or conduct of offeree: counter, conditional accept, addt'l terms if not goods )"

• Formed when bailee takes CUSTODY of chattel with INTENT to serve as bailee
• "Presumed to be bailee of items typically found in chattel (e.g., valuables in glove compartment of car)"
• Valet parking with keys surrendered = bailment
• Self-park = not a bailment

• "Sole benefit of bailor (e.g., a gratis repair) = liable only for gross negilgence"
• "Sole benefit of bailee (e.g., borrowing chattel from friend) = liable for slight negligence"
• Mutual benefit = ordinary care
• *Modern trend is to always apply ordinary care*
• "Unauthorized use = strictly liableMisdelivered chattel (e.g., to someone who fraudulently claims) = strictly liable unless forged claim check"

• "1. Performance (full for anything, part only with goods to extent of part)"
• 2. Substantial beginning on custom goods
• "3. Part performance of real estate transfer (any two of payment, improvement, possession)"
• "4. Writing (CL who and what, UCC quantity, must also be signed by person asserting SoF defense)"
• 5. Admission by part that K exists
• "*between two merchants, must deny K at time if one merchant sends notice with quantity term that claims K exists"

• 1. Agreement controls
• 2. Breaching party is liable for uninsured loss even if breach unrelated to shipment (e.g., ship nonconforming goods, loss on seller)"
• 3. Delivery by common carrier other than seller - Passes at time seller completes delivery obligation (reaches FOB point)
• 4. No agreement, no breach, no delivery by carrier: Merchant seller = buyer's receipt, Non-merchant seller = tender

• 1. Damages hard to forecast at time K made
• 2. Provision is a reasonable forecast

• I put five bucks down
• "Inadequate legal remedy (replevin, ejectment, money)"
• Property right/protectable interest
• Feasibility of enforcement (supervision difficult with mandatory)
• "Balance of hardships (more hardship than benefit, skip if D willful)"
• "Defenses (unclean hands, laches, impossibility, free speech)"

• "1. Grounds (formation problem, mutual mistake on material fact, unilateral mistake if other party knows or should know)"
• "2. Defense (unclean hands, laches) negligence not a good defense"

• 1. Valid contract (contrast with rescission)
• "2. Grounds (mutual mistake, unilateral if actually knows, misrepresentation)"
• "3. Defenses (unclean hands, laches) non-defenses include negligence, SoF, parol)"
• not allowed if adversely affects BFP

A contract is a promise or set of promises the breach of which is given a remedy by law or the performance of which the law recognizes as a duty. 

Mutual assent between the parties 

Consideration or some substitute for consideration 

Was there a promise?

Was there certainty and definiteness in the essential terms?

Was there a communication of the above to the offeree

Real estate transactions require the price and a description of the land to be valid. 

Contracts for good only require the quantity

As long as the parties intended to make a contract and there is a reasonably certain basis for giving a remedy this  will not stop a contract from being formed. 

The price will be under article 2 the reasonable price at the time of delievery

• 1.Option with consideration 
• 2.Merchants firm offer: offers to sell in signed writing giving assurances to hold open
• 3. Detrimental Reliance
• 4. Part Performance of True Unilateral Contract Offers 

No, in fact it will still constitute acceptance unless acceptance is expressly made conditional on the assent to the additional  or different terms. If the acceptance was made expressly conditional on the acceptance of the new terms it will be treated as a rejection. 

If the offer stipulates that it is not effective till recieved 

An option contract is inovolved

The  offeree sends a rejection and then sends acceptance, whichever arrives first will be effective

The offeree sends an acceptance and then a rejection, and the rejection arrives first and the offeror detrimentally relies on it.  

When a past obligation is unenforceable becasue of a tehcnical defense, that obligation will be enforecable if a new promise is made in writing or is partially performed. 

new or existing consideration is promised 

The promise is to ratify a voidable obligation

The preexisting duty is owed to a thrid person rather than to the promisor

There is an honest dispute as to the duty

There are unforeseen circumstances sufficient to discharge a party 

Injustice can be avoided if a 

A promise that the promisor reasonably expects to induce reliance

of a definite and substantial character

does in fact induce reliance  

The mistake concerns a basic assumption 

The mistake has a material effect on the agreed upon exchange

The party seeking avoidance did not assume the risk

• 1. Executor or administrator promises personally to pay estate debts 
• 2. Suriey  
• 3. Marraige 
• 4. Land
• 5. (more thant) Year
• 6. Goods priced at 500 or more

 

Attacking validity

Interpretation

Showing true consideration

• Collateral agreements and naturally omitted terms
• (does not conflict and would ordinaly have been included in the document)

If a party alleges facts that entitle him to reform the agreement

Cobin: wide open 

Williston: tight  

consistent additional terms may be added to an integration unless there awas a merger clause also a contracts terms may be supplemented by:

course of dealing


usage of trade

course of performance  

Term of offer govern

Additional terms usually accepted as long as they do not materially alter

Split authority on different terms (some follow knockout rule) 

If the breach is minor, the party is still obligated to perform but can seek damages. If the breach is material the party's obligations are discharged. A minor breach and an anticipatory repudiation is a material breech.