L201 Exam 2

Uncertainty about possibility of loss or gain

Transfer, avoid, retain, reduce

relationship in which one person promises to do something if another person does something or promises in return

offer, acceptance, consideration

not illegal or unfair, product of voluntary and knowing consent, parties have legal ability to consent

one party makes a promise

both parties make a promise

contract fully performed

still being performed

contract is communicated in words (written or oral)

contract created by conduct under certain circumstances

full contract remedies available

can be canceled because one can't give consent

no remedy available

P can't enforce contract but can get money back

clear promise, reliance on promise, promisor should have seen reliance, broken promise leads to injustice

taking an action or failing to because of a promise

one person gives benefit, other accepts, under circumstances it is unfair to keep benefit without paying

present intent on part of offeror, terms are reasonably definite, communication to the offeree

treated as invitations to make an offer unless terms are specific, nothing needs to be negotiated, ad is for small # of people

death, destruction of subject matter, illegality, time expired, rejection, revocation by offeror

option contract, offer for unilateral and offeree has performed, offeree relies on promise to keep offer open

offeree inteds to accept, offeree accepts on offeror's terms, offeree communicates acceptance

acceptances are defaultly effective when sent by authorized method

method suggested or used by offeror or common in industry

• unilateral - offeree's performance of act is complete
• bi-lateral - when offeree's promise is communicated to offeror

(legal value) promisee gives promisor something of legal value or legal value was bargained for in exchange for promise

illusory promise, pre-existing duty, past consideration

mutual agreement is not enough, new consideration necessary

circumstances that prevent objective consent, illegality of unconscionability, failure to have writing when writing is required

give notice promptly and act in a way consistent with rescind

termination of right to rescind occurs if delay or inconsistence

false statement of fact, fact is material to contract, person seeking to rescind relied on untruth, reliance was reasonable

include concealing and nondisclosure

relationship of rust, latent defect, changes make earlier statement false

scienter - knowledge of falsity and intent to deceive

contract voidable, constitutes tort, constitutes crime

absence of meaningful choice on part of one party together with terms are unreasonably favorable to other party

reform unfair part, refuse to enforce unfair, or refuse to enforce whole contract

unequal bargaining power, unequal commercial sophistication, fine print or misleading terms

take away rights like exculpatory clauses or arbitration clause and unreasonable prices

requires some contracts to be in writing

marriage, year, land, executor's promise to pay debts of an estate personally, goods, suretyship

is the contract bilateral? is there a specific duration? can it be performed in a year? NO? written

applies to creation/transfer of real property, not to a contract to build on real property

at least 3 parties, 2 contracts, collateral contract party promises to pay unless promisor does for economic benefit

indicates contract was made, signed by party to be charged in breach, need not be intended to be contract

contract in writing; evidence of promises made before or while a contract was being signed will not be allowed to alter, add to, or contradict.

clause that states contract is complete

pick the forum of the court

give up right to go to court, must use arbitration

give up right to sue for damages

legal obligation due to a contract

future uncertain event that will trigger or cancel a duty

failure to perform

a justified nonperformance

end of duty to perform, full performance, excuse, breach, condition, waiver, agree to end

compensaition court gives (legal - money, equitable - action)

condition expressed through words

implied by the facts of the contract

imposed by law to provide an order for performance

creates duty

terminates duty

each person's performance conditioned on other

perfect, applies when express condition or performance is easy, breach results in discharge and sue for breach

not express and hard, promisee can sue for breach but must perform minus cost of breach

amount agreed in contract ahead of time

loss in value, foreseeable consequential loss, foreseeable incidental loss

when P conferred benefit on D, D must pay reasonable value

default body for sale of goods or hybrids where goods are prominant

terms don't have to be definite as long as parties intended to make contract and there's a reasonably certain basis for remedy

firm offer, offeror is merchant, writing and signed by merchant, offer assures it will be open

terms of acceptance can be different, no mirror image rule

no new consideration required by modification if made in good faith

sale of goods $500 or greater

manufacturing, warning, design

guarantees goods quality represented by seller, statement of facts, description of goods, promise about goods, display of goods ANY seller can make

guarantees goods will be fit for ordinary purposes of goods, made in every sale of merchant

goods fit buyer's purpose if seller has reason to know buyer's purpose and buyer relies on seller's skills to select, ANY seller

personal injury, property damage, direct economic loss (difference in value between product sold and warranted), consequential economic lost (loss occuring because of breach), incidental damages

get rid of warranties all together

must mention merchantability and be conspicuous

writing and conspicuous