No physical contract but parties act in a way that shows a contract exists.
Implied Contract
Contract in which both parties make promises
Bilateral
Contract formed when one party acts in response to other party's promise.
Unilateral
An agreement with no legal effect
Void Contract
Theory under which a promise can be enforced, despite lack of consideration, because of reliance on that promise and knowledge of that reliance.
Promissory Estoppel
Based on fairness and individual circumstances
Equitable (equity)
Measure of damages where there is no contract dictating the amount to which a party is entitled; "as much as is deserved" to avoid unjust enrichment.
Quantum Meruit
Intention to enter into a contract is judged by objective (outward) facts as interpreted by a reasonable person, rather than by a party's subjective intention.
Objective Theory of Contracts
Appearance that an agreement exists
Manifestation of Mutual Assent
A uniform law, regarding sale of goods, enacted as statutory law in all 50 states.
Uniform Commercial Code
Has no physical existence / no intrinsic value in and of itself.
Intangible property
personal property other than real estate
Chattel
Actions, not items
Services
Hybrid transaction - sale of goods and services. If goods are the most predominant of the transaction - issues covered by UCC. If services are - then common law covers it.
Predominant purpose
consists of the buying and selling of products or services over electronic systems such as the Internet and other computer networks
Electronic Commerce
Non-business party entered into a contract for personal use
consumer
Copyright, patents, trade secrets
Intellectual Property
contract between two businesses
commercial
Judicial Decisions
Common Law
Shorthand way of referring to a person, place, thing or event that might otherwise require a lengthy description
Defined Term
Short statements that provide background or explain the reasons for the contract; not technically part of contract.
Recitals
A reference to an outside document, making that document part of a contract
Incorporation by Reference
Complied with formalities and can serve as testimony in court
Self-proving Document
A writing, intended by the parties to be a final embodiment of their agreement, cannot be modified by evidence that adds to, varies, or contradicts the writing.
Parol Evidence Rule
Contract provision stating that the document is the complete and final statement of agreement
Merger Clause
A separate, later agreement that changes or modifies the original agreement
Subsequent Agreement
"Standard" contract language used in many contracts without adaptation to individual circumstances
Boilerplate
Contract provision that in the event that one part of the contract is found to be invalid, the rest of the contract shall remain in effect.
Severability Clause
Overly formal, often archaic language sometimes used in legal document
Legalese
Used to determine whether parties had a "meeting of the minds" looks to what a reasonable person would believe, based on circumstances.
Objective Standard
Indication of current willingness to enter into a contract, communicated by person making it
Offer
An offer, supported by consideration, may not be revoked at will
Option
Offeree terminates offer
Rejections
Offeree responds to offer with an offer
Counter-offer
Events including death, insanity, destruction of subject matter, and illegality, may terminate an offer.
Operation of Law
Compliance or agreement by one party with the terms of another's offer so that a contract forms
Acceptance
Common law rule, acceptance occurs when dispatched by appropriate means
Mailbox Rule
Acceptance must be identical to offer
Mirror Image Rule
Agreement in principle, contract will follow
Letter of Intent
A legal fiction created by courts to prevent unjust enrichment of a defendant by allowing the plaintiff to seek restitution of a benefit.
Quasi-Contract
The Statute of ___________determines if a contract must be written.
Frauds
A contract with written or spoken terms.
Express Contract
T/F Mutual Assent is determined by the subjective standard, not what a reasonable person would do under the circumstances.
False
T/F - A contract defense is a defect that prevents enforcement of a promise or agreement of the parties.
True
A coercive threat induces a party to manifest assent is
Duress
When the will of the dominant person is substituted for the will of the victim is called
Undue Influence
An element of scienter is required for a finding of
Fraud
__________ is to termininate a contract
rescission
T/F - Past consideration is sufficient for future contracts.
False
The creation of an enforceable security interest
Attachment
Intent to honor contract or acknowledge of contract can be inferred from behavior or words
Implied Ratification
to state or write intent to honor a contract or , if the contract has been executed, to acknowledge the contract.
Express ratificaton
not inherently bad; less serious
Malum prohibitum
a buyer has a reasonable time to reject goods that fail, in any respect, to conform to the contract.
