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BUL3320 EXAM 2
Business Law Exam 2
66
Law
Not Applicable
10/17/2012

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Cards

Term
Communication
Definition
the offer must be made by the offeror to the offeree and offeree must have knowledge of the offer
Term
Intent
Definition
there must be intent to make a legally valid offer; intent is determined by an objective standard of what a reasonable offeree would have believed
Term
Definiteness
Definition
offer’s terms must be clear enough to provide certain essentials of a contract
Term
Preliminary Negotiations
Definition
initial communications between parties, through which the parties either request or supply the terms of a possible offer; not intended to be binding; parties can specify this
Term
Advertisement
Definition
usually, it is an invitation to customers or the public to make an offer to buy the advertised goods; includes items in store with price tags
Term
Auction Sales
Definition
an auctioneer does not make offers to sell the property being auctioned but invites offers to buy
Term
Open Terms
Definition
the Code and the Restatement both provide a method for determining certain omitted but necessary terms when the parties otherwise show intent
Term
Output Contract
Definition
an agreement of a buyer to purchase a seller’s entire output for a stated period
Term
Requirements Contract
Definition
an agreement of a seller to supply a buyer with all his requirements for certain goods; enforceable within reason
Term
*Lapse of Time
Definition
offer remains open for the time period specified for, if no time is stated, for a reasonable period of time
Term
*Revocation
Definition
generally, an offer may be terminated by the offeror at any time before it is accepted, subject to certain exceptions
Term
*Rejection
Definition
communicated refusal to accept an offer terminates the power of acceptance
Term
*Counteroffer
Definition
counterproposal to an offer that terminates the original offer
Term
Death or Incapacity
Definition
offer terminated as a matter of law in that acceptance of revocation is no longer possible
Term
Destruction
Definition
loss of the item to be sold terminates an offer by operation of law
Term
Subsequent Illegality
Definition
if for some reason the subject of the contract becomes illegal while offer is pending, the offer is terminated automatically
Term
*Firm Offer
Definition
a “merchant’s” offer to sell or buy goods in a signed writing that promises it will not be withdrawn is enforceable for up to three months
Term
*Offer of Unilateral Contract
Definition
an offer to form a unilateral contract (acceptable only by performance) may not be revoked for a reasonable time after performance if begun
Term
*Promissory Estoppel
Definition
noncontractual promise that binds the promisor because she should expect that the promise will include the promisee (offeree) to take action in reliance on it; revocation will not prevent remedy for reasonable reliance
Term
Option Contract
Definition
contract that binds offeror to keep an offer open for a specified time
Term
Statutory Irrevocability
Definition
offer made irrevocable by statue
Term
Rejection
Definition
a manifestation by the offeree of his unwillingness to accept
Term
Counteroffer
Definition
counterproposal from the offeree to the offeror that indicates a willingness to contract, but on different terms from the original
Term
Variant Acceptance
Definition
a type of counteroffer which pretends to accept the offer, but with additional or different terms
Term
Not considered a counteroffer and does not terminate the offer
Definition
An inquiry that asks about potential willingness to consider other terms, while manifesting intent not to reject
Term
Acceptance of Offer
Definition
positive and unequivocal expression of a willingness to enter into a contract on the material terms of the offer
Term
Authorized Means
Definition
the Restatement and the Code provide that unless the offer provides otherwise, acceptance is authorized to be in any reasonable manner; effective upon dispatch
Term
Defective Acceptance
Definition
late or defective acceptance does not create a contract, but serves as a new offer; to create a contract, the original offeror must accept the new offer
Term
Statute of Frauds
Definition
contracts that are covered by the statute of frauds must be made or confirmed in writing to be enforceable
Term
Suretyship provisions
Definition
applies to promises to pay the debts of others; surety is secondarily liable Example: Co-sign a loan
Term
Executor-Administrator Provision
Definition
applies to promises to answer personally for duties of decedents
Term
Marriage Contracts
Definition
applies to promises made in consideration of marriage o Example: A prenuptial agreement
Term
Land contracts
Definition
applies to promises to transfer any rights, privileges, powers, or immunities in real property
Term
Partial Performance
Definition
if there is partial performance by the seller and reliance by the buyer, an oral contract will be enforced
Term
Seller Conveys
Definition
if the seller conveys (transfers) the property, an oral contract will be enforced
Term
One year provision
Definition
applies to contracts that cannot be performed within one year (o The year runs from the time the agreement is made, not when performance starts)
Term
Full Performance Exception
Definition
makes the promise of the other party enforceable without a writing under majority view
Term
Sale of goods (UCC)
Definition
applies to a contract for the sale of goods totaling $500 or more
Term
Admission
Definition
admission in pleadings, testimony, or otherwise in court makes the contract enforceable for the quantity of goods admitted
Term
Specially Manufactured Goods
Definition
an oral contract for specially manufactured goods is enforceable once the seller starts production
Term
Delivery or Payment and Acceptance
Definition
validates the contract only for the goods that have been accepted or for which payment has been accepted
Term
requirements for a written agreement to be effective under the statute of frauds
Definition
• Must specify the parties to the contract, the subject matter and essential terms (consideration, price, quantity, time of performance), and be signed by the party to be charged (held to the agreement) or by her agent
Term
special compliance rules for sales of goods under the UCC
Definition
• Must indicate that a contract has been made between the parties, be signed by the party against whom enforcement is sought, and specify the quantity of goods to be sold, Price and time are not required, can be filled in by the UCC
Term
Oral Contract within Statute of Frauds
Definition
is unenforceable unless there is an exception
Term
Full Performance
Definition
statute does not apply to executed contracts
Term
Restitution
Definition
available in quasi contracts for benefits conferred in reliance on oral contract; gives you back what you lost or the value
Term
Promissory Estoppel
Definition
oral contracts will be enforced where the party seeking enforcement has reasonably and justifiably relied on the promise and the court can avoid injustice only by enforcement
Term
Parol Evidence Rule
Definition
substantive law; written in full; any discussion beforehand no longer matters if it is not stated in the contract
Term
Integrated Contract
Definition
parties express intention that it is the full and final written expression of the agreement
Term
determine whether oral testimony would vary (contradict) the written terms of the contract
Definition
contract is unenforceable unless there are exceptions
Term
situations in which the parole evidence rule does not apply
Definition
A contract that is not integrated, correction of a typographical error, showing that a contract was void or voidable, showing whether a condition has in fact occurred, showing a subsequent mutual rescission or modification of the contract
Term
Course of Performance
Definition
conduct between the parties concerning performance of the particular contract; concerning the current deal; most significant
Term
Usage of Trade
Definition
practice engaged in by the trade or industry; least significant
Term
Know the rules of contract interpretation identified with an asterisk
Definition
All the circumstances are considered and the principle purpose of the parties is given the greatest weight; look at the big picture
• A writing is interpreted as a whole; the whole document is read
• Specific terms are given greater weight than general language
• Separately negotiated terms are given greater weight than standardized terms or those not separately negotiated
• The priority order for interpretation is express terms, course of performance, course of dealing, and usage of trade
• Where a term has several possible meanings, the term will generally be interpreted against the party who supplied the contract or term; the party that wrote it loses
• Written provisions are given preference over typed or printed provisions, and typed provisions are given preference over pre-printed provisions
• If an amount is set forth in both words and differing figures, words control figures
Term
Situations in which the parol evidence rule does not apply
Definition
A contract that is not integrated, correction of a typographical error, showing that a contract was void or voidable, showing whether a condition has in fact occurred, showing a subsequent mutual rescission or modification of the contract
Term
Course of Performance
Definition
conduct between the parties concerning performance of the particular contract; concerning the current deal; most significant
Term
Course of Dealing
Definition
previous conduct between parties; previous history between them
Term
Usage of Trade
Definition
practice engaged in by the trade or industry; least significant
Term
rules of contract interpretation 1
Definition
1. All the circumstances are considered and the principle purpose of the parties is given the greatest weight; look at the big picture
Term
rules of contract interpretation 2
Definition
2. A writing is interpreted as a whole; the whole document is read
Term
rules of contract interpretation 3
Definition
3. Specific terms are given greater weight than general language
Term
rules of contract interpretation 4
Definition
4. Separately negotiated terms are given greater weight than standardized terms or those not separately negotiated
Term
rules of contract interpretation 5
Definition
5. The priority order for interpretation is express terms, course of performance, course of dealing, and usage of trade
Term
rules of contract interpretation 6
Definition
6. Where a term has several possible meanings, the term will generally be interpreted against the party who supplied the contract or term; the party that wrote it loses
Term
rules of contract interpretation 7
Definition
7. Written provisions are given preference over typed or printed provisions, and typed provisions are given preference over pre-printed provisions
Term
rules of contract interpretation 8
Definition
8. If an amount is set forth in both words and differing figures, words control figures
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