ONE SHEET- CONTRACTS
TYPES OF CONTRACTS, OFFER ACCEPTANCE TERMINATION Types- bi, uni, in-law/quasi (golf pro) in-fact (plumber) Valid K- needs offer, acceptance, consid and legal purpose Ad, auctions,(offer unless w/o reserve) rewards Offer- outw manif, transfer power accept multi fferee ! commer. Ad, ! revocation of multiples, functional equiv rule " #ays t termi$ate-revoke, counteroffer, lapse, incapacity or death ffer %a$ &e re'i'ed &y fferr !!- signed, good faith only, e"pressly states hold open Opti$ K- needs consid. Firm ffer !!($i- offeror bound upon completion of perf, promise never bound. #evocable only before perf begins A%%ept- mirror offer, be communicated a%%ept &y sile$%e gen rule no, silence ok when offeree talks benefit, and had opp to re$ect, offeree has reason to believe ok, past perf, M&)- accept by mail, accept upon dispatch. (CC re$ects mirror image. image. Seller %a$ a%%ept &uyer ffer &y -promise to ship, shipping conforming goods, a%%ept a%%ept re$ects shippi shipping ng non-co non-confor nforming ming goods (will (will not create create % if seller seller ships ships &as accommod accommodatio ation'. n'. Additi$al terms#*%$sumer- proposals,#*mer%+a$t-are part of % unless, e"press terms limit additions, materially alter, recipient ob$.,material- any term that would result in surprise or hardship, incl disclaim warranties, reduce complaint time, change terms from past dealings diff termsknockout rule #ritte$ terms- knockout #ritte$ %$firm%$firm- #*%msume #*%msumerr- add and diff are proposals, #*mer%+a$t- add terms are included unless materially alter, or recipient obl. iff terms are proposals %$fli%ti$ terms knockout CONSIERATION AN PROMISSORY ESTOPPE. w/consider (bargained (bargained for e"change, e"change, beneficial beneficial or detrimental) detrimental) leal detrime$t test Am/ Am/ RuleRule- % unenf unless w/consider (doing something he neednt, or forgoing something he has right to) i$ determi$i$ if t+ere is %$siderati$, %ts d $t l0 at fair$ess f e)%+a$e (that is defense of unconscionablility) illusry prmises (performance at discretion of promise) and ratuitus not enforceable %$diti$ %$diti$ $ rat prmise prmise not consid E)e%uted ift enforceable enforceable(req (req intent to transfer transfer and actual or symb transfer) transfer) false re%ital re%ital no good past r mral %$sid no good (minority (minority,, material &e$efit rule ) PROM ESTOPPE.- substitute for consid. )promise *)forseeable reliance
+)actual reliance, induced by promise ) in$ustice if not enforced STAT(TE OF FRA(S- gen rule, % can be oral or written- is an e"ception. 0riting, signed by the person against whom enforcement is sought. 12345. 1 YR- from date of formation, outside statute if at all possible to complete complete in a year, year, even if not likely. likely. 3ifetime 3ifetime or permanent permanent outside scope of statute statute .AN-leases are included uara$ty- needs writing unless mai$ purpse e)%epti$ (his economic interest is 1A67 8#84 for guaranty) Als, writing req to enforce past debt beyond 3. !an be memorandum, (identity parties, nature and sub$ect matter, essential terms) or several ta%0ed. As long as one page signed, and incorporates by reference the others. 3A79- only in action by buyer, payment payment all or in part, taking possession, possession, Sme %a$ &e satisfied #* #riti$ 3A79subst improve to land. 6 24A# %- full perf on oral % will make enforceable (part perf may recover through through quantum meruit-reasonable value of services conferred) (CC #riti$ satisfied - 12 writing(signed, and sufficient to indicate a % was made 321erchant confirmation (sufficient against sender, &confirming %' , sent in reasonable time, and recipient has reason to know of contents) A:664 0#6:675 #4; 734 #4!68647: <= 67 > 9A2 426n court court admiss admission ion "2 8art perf- with respect to only the goods delivered and paid for (divisible- enforce part, indivisible, enforce entire %) 5AP FI..ERS, INTERPRETATION AN T6E PARO. EVIENCE R(.EIMP.IE 7ARRANTIES-(CC :6:34-seller warrants good title, e"cluded by specific lang, or clear circumstance
14#!?A7:A<636:214#!?A7:A<636:2- seller warrants good for the ordinary purpose- e"cluded e"cluded oral or writing, if in writing must be conspicuous 6:74 # 8A#: 8#84- fit for buyers part purpose, buyer must rely on sellers skill or e"pertise, seller must be aware of particular purpose, e"cluded by conspicuous writing E8PRESS 7ARRANTIESdescriptio description, n, samples samples or models, models, MISSIN5 TERMS IN K- price- reasonable, time, reasonable, place of deliverydefault is seller place of business. !: 0633 7: 633 67 ;A7:6:2 :4#1 O(TP(T AN RE9( K- quantity must be determined in good faith. CONTRACT PROVISIONSPROVISIONS- ambiguity construed against drafter, and unambiguity construed against if conflict with other partys reas$a&le e)pe%tati$s/ Ambiguous terms can be filled in my trade usage, course of dealing and course of performance. 7: A9166<34 : !7:#A96!: 4@8#4 :4#1, 4@!48: 84#, : ?0 A 0A64# 0A64# PARO. PARO. EVIENCE R(.E- governs the admissibility of oral and written negotiations, and communications that took place prior to or contemporaneously with the written contract. 67:45#A:67- 33- meant to be final, but does not mean that the parties specifically e"cluded any provision not in it. !1834:4- complete and e"haustive of A33 terms, and 732 :4#1 67 :?4 % A#4 !7694#49. Parl e'ide$%e %a$ &e used fr : 9etermining level of integration, e"plaining or interpreting terms, supplementing terms if only 332 integrated, (!!-trade usage, course of dealing and performance can supplement).!A77: <4 49 : !7:#A96!:, unless unless % 7: integrated. integrated. R(.E NOT APP.Y agreements, collateral agreements, attacks on APP.Y TO:TO:- subsequent agreements, validity( fraud, duress, lack of consider. ailure of cond. 8recedent, reformation PERFORMANCE , MOIFICATION AN E8C(SE tender delivery delivery %arrier seller &liati$s&liati$s- $$%arrier- tender %arrier %ases- shipment %- to the carrier,(risk of loss transfers here) 9estination 9estination %- to the buyer designated designated destination destination (risk of loss transfers transfers here) &uyer &liati$s-tender
payment. ?as right to inspect prior to pymnt, unless specified otherwise. 8ayment prior to inspection does not impair buyers right to inspect, or to any remedies. 6f seller breaches, risk remains with him, if buyer breaches, before risk of loss passes, seller can treat as if it has for reasonable time. MOIFICATION-%mm$ la#- pree)isti$ e)isti$ duty rule/ 7eeds additional consideration. !an mutually modify if new duty and consideration, or if unforseen circumstances arise that make perf subst. more burdensome. ($der (CC- no new consideration req, $ust good faith. !A7 <4 46:?4# #A3 # 0#6::47, unless bring % under , or if % prohibits oral modifications. (can still be enforceable under reliance theory) E8C(SE- 16:A%4-76- usually no e"cuse unless clerical error, or other party had reason to know. 1:A3voidable 6) fact is essential to % * ) both parties mistaken +) disadvantaged party did not bear the risk of mistake IMPOSSI;I.ITY- ob$ectively imp, and occurrence unforeseen at formation (death, destruction, newly illegal) -)unforeseen een , *) risk not assumed or allotted allotted to either either party, party, +)increased +)increased cost beyond beyond what IMPRACTIC/ -)unfores anticipated.
A88#A!? 5474#A332 . !3 or !!B *. B B 6f yes, es, satis atisfi fied edB B 6f no, alternativesB
: 8A#3 46947!4 64C . what is purpose for which evidence is being introducedB *. does the evidence relate to a term of a contract that is integratedB +. determine level of integration.
174176! - multiple fferees- !A#- !omm ad, auction, reward offers SOF %ate %aterie ries s 12345-marriage, year, year, land, e"ecutor e"ecutor,, guaranty/s guaranty/surety urety,, sale good D EF>>
!A#Par Parll e' rule rule $t $t appl apply y- !A#ubsequent agr, !ollateral, Attacks on validity( fraud etc) #eformation, ailure of !ond 8recedent
FR(ST/ OF P(RP- )principal purpose frustrated, *)substantial, +) non-occurrence of event was basic assumption
(king not getting sick was a basic assumption)6f risk was alloted in %, this is not available. RESCISSION- parties agree to release each other, can be oral unless land involved. ACCOR AN SATISFACTION A!!#9- agreement to accept lesser performance ti satisfy duty A:6A!:67- performance on the accord. 6f obligee breaches accord, original duty is back on. RE9 CONSIERATION, but sufficient if substitute perf differs from original ANTICIP REP(RIATION- prior to performance, party announces or acts his intention not to perform. ther party can ask for assura$%e f perf/ !!3 ok to be oral, !!- must be in writing. #equesting party may suspend perf until satisfied. ailure to resp is repudiation. Aggeived can cancel, bring action for damages or spec perf., if chooses to ignore repud. cannot act to increase damages. !an retract up until other party sues, acknowledges their breach, or acts in reliance of repudiation. CONITIONS-8#16#2- perf condition upon promise of perf one of parties(if 6 get a loan) 8#4 !796:67- based on condition outside parties control( if weather is good). Order f perf-e"press terms will control. !ommon law default- if one promise takes more time to do, it is condition of other !!-both concurrent COMMON .A7 -E)press %$diti$s- failure will generally d/c other partys obligation, unless there was a waiver of cond., benefitting party acted in bad faith, or cond results in great loss,( cts may e"cuse perf on condition) Implied %$diti$s- classified as material or substantial perf. 6f material, cts will allow d/c of obligation, 6f substantial perf, aggrieved 7: d/c ,but may sue for damages. (CC rules re failure f %$diti$s: PERFECT TENER R(.E- all terms e"press. Any breach d/c buyer obligation, ?e can, ) re$ect(do so in reas, time, and notify seller), *) accept (can still sue for damages based on nonconformity) +)re$ect in art, accept in part. Seller
4R PARTY ;ENEFICIARY - *nd restmnt- incidental and intended( creditor and donee) 67!6947:A3- benefit as practical matter but have no rights to enforce 67:47949- ri+ts aai$st prmisr G has right to secure enfor of promise regardless of independent relationship between them ri+ts aai$st prmisee- will only have rights against promisee if
there was an independent relationship between promisee and +rd party ( remember law school/artist e"ample) +rd party can only sue when rights vest (beneficiary brings suit, changes position in reliance, manifests assent to %, vests as an e"press term) ( parties can rescind or modify without +rd party consent unless vested 94474 AA63 : 8#16#- all available as against promisee ASSI5NMENT - to be valid- manifest intent, make present transfer (writing not needed) can be partial. All right are
assignable e"cept, if signif alters rights or oblig of other party, obligor has personal interest in obligee ( special skill, like painter) or violate law. A7:6 A657147: !3A4- still can assign, but treated as a breach, and other party still must perform to receiver of assignment) 0?A: A65744 54:- all rights of assignor, and sub$ect to any defenses of obligor. A65744 impliedly warrants that he will do nothing to devalue assignment, and that he knows of nothing that could defeat it, and what i s assigned actually e"ists E.E5ATION- when a third party agree to take on performance of another ri+ts f &liee aai$st delaaTOR- does not relieve delagator of obligations under the %, unless there is novation lia&ility f delaatee0hen agrees to do it, liable to delagator if fails, also liable to obligee as intended beneficiary of the contract between delagator and delagatee A33 9:64 943A5A<34, e"cept when performance requires special skill (famous painter) or original % prohibits
