Term
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Definition
| legally binding agreement |
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Term
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Definition
1. agreement
2. competent parties
3. genuine assent
4. consideration
5. lawfull objective
6. form required by law
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Term
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Definition
Promisor (obligor)
and
Promisee (obligee)
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Term
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Definition
| parties of a contract stand in privity |
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Term
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Definition
| Relationship between the parties of a contract |
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Term
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Definition
Enforced because the formality with which they are executed is considered sufficient to signify the parties' intent to be bound by it.
Contract by Seal
Recognizance - K of record |
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Term
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Definition
Any K that isn't formal
Enforceable because they represent an agreement of the parties
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Term
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Definition
| One in which the terms of the agreement are manifested by their words (oral or verbal) |
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Term
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Definition
agreement shown by the acts and conduct of the parties
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Term
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Definition
| an agreement that is binding and enforceable |
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Term
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Definition
an agreement that is otherwise binding and enforceable,
but because of circumstances,
it may be rejected at the option of one party. |
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Term
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Definition
| Without legal effect because it cannot be enforced |
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Term
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Definition
| A K that's been completely performed |
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Term
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Definition
| Something in the K remains to be done |
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Term
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Definition
| an agreement under which one promise is given in exchange for another |
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Term
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Definition
| only one party makes a promise in return for an act |
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Term
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Definition
| a K to hold an offer to make a K open for a fixed time |
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Term
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Definition
| the right of a party to meet the terms of a proposed contract before it's executed |
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Term
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Definition
| an obligation imposed by law to prevent unjust enrichment in the absence of a k |
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Term
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Definition
| As much as he or she deserved |
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Term
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Definition
| a promise that is conditional upon an act, a forbearance, or a return promise |
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Term
| Definite by Incorporation |
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Definition
| a K can be made definite by reference to another writing, prior dealings, or trade practices |
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Term
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Definition
| an offer and resulting K must be definite and certain |
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Term
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Definition
| not all terms need to be expressed and can be implied by law or conduct |
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Term
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Definition
| when the agreement consists of two or more parts and calls for corresponding performances |
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Term
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Definition
| a K to buy all requirement of the buyer from the seller |
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Term
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Definition
| a K of a producer to sell its enter production or output to a given buyer |
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Term
| Exceptions to Definiteness |
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Definition
1. Requirements Contract
2. Output Contract |
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Term
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Definition
1. Revocation
2. Counteroffer
3. rejection
4. lapse of time
5. death or disability
6. subsequent illegality |
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Term
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Definition
a binding promise to keep an offer open for a stated period of time
requires consideration |
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Term
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Definition
| an offer that states that it is to be irrevocable fora period of time |
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Term
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Definition
| acceptance of offer effective upon postage. Revocation of offer effective receipt. |
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Term
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Definition
| the ability to understand that a K is being made and to understand its general meaning |
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Term
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Definition
some classes of persons are declared by law to lack contractual capacity
ex. minors |
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Term
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Definition
| may exist when a person does not understand that a K is being made or its general nature due to mental condition (meds, drugs, alcohol, illness, or age) |
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Term
| Minor's power to avoid contracts |
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Definition
| a minor can affirm or ratify a K on attaining majority: performing it, expressly approving it, or allowign reasonable time to lapse w/o avoidance |
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Term
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Definition
| most states says it doesn't affect the minor's ability to avoid a K |
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Term
| Restitution for Original Consideration Intact |
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Definition
| when the minor still has what was received, he/she must return it |
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Term
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Definition
| original position of the parties |
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| Restitution for Original Consideration Damaged or Destroyed |
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Definition
| minor avoids K and must return what remains |
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Term
| Contracts for Necessaries |
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Definition
| a minor can dis-affirm a K for necessaries but must pay the reasonable value for the furnished necessaries. |
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Term
| Contracts a Minor Cannot Avoid |
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Definition
1. educational loans
2. Ks for medical care
3. Ks made while running a busn
4. one provided by court
5. one made in performance of legal duty
6. those related to banking, insurance, or stock |
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Term
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Definition
Capacity and validity are not affected so long as the party knew that a contract was being made
voidable if not |
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Term
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Definition
| mistake by one of the parties does not affect the contract when the mistake is unknown to the other party |
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Term
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Definition
| K is voidable by the adversely affected party if the mistake has a material affect on the agreed exchange |
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Term
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Definition
| remedy by which a written instrument is corrected when it fails to express the actual intent of both parties because of fraud, accident, or mistake. |
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Term
| Intentional Misrepresentation |
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Definition
| fraud classified in law of Tort |
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Term
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Definition
the making of material misrepresentation of fact with:
1. knowledge of falsity or reckless indifference
2. intent the listener relies on it
3. listener does rely on it.
4. listener is harmed |
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Term
| Negligent Misrepresentation |
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Definition
predicated on a negligently made false statement - no due care regarding information
K voidable at option of harmed party |
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Term
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Definition
serves to make a K voidable, especially if there was active concealment
general rule that a party doesn't have to volunteer information |
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Term
| Exceptions to the general rule of nondisclosure |
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Definition
1. unknown defect or condition
2. confidential relationship
3. active concealment |
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Term
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Definition
occurs when the dominating person obtains any benefit from a K made with the dominated person
K then voidable |
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Term
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Definition
| makes a K to avoid harm: physical and economic duress |
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Term
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Definition
| what each party to a K gives up to the other party in the agreement |
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Term
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Definition
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Term
| Benefit-Detriment Approach (consideration) |
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Definition
| consideration defined as a benefit to promisor or a detriment to the promisee. |
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Term
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Definition
| Refraining from doing an act that an individual has a legal right to do |
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Term
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Definition
| a promise that in fact does not impose any obligation on the promisor |
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Term
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Definition
| depends on the occurrence of a specified condition in order for the promise to be binding |
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Term
| Preexisting Legal Obligations |
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Definition
| doing or promising to do what you already have a legal obligation to do is not consideration |
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Term
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Definition
the creditors of on debtor mutually agree to accept a fractional part of their claims in full satisfaction of the claims.
binding and supported by consideration |
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Term
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Definition
| a promise based on a party's past performance lacks consideration |
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Term
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Definition
| most states say promises made on moral obligations lack consideration and are not enforceable |
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Term
| Exceptions to the Laws of Consideration |
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Definition
1. charitable subscriptions - pledges lack consideration
2. uniform commercial code abolished the requirement in some situations |
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Term
| UCC Exceptions to Laws of Consideration |
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Definition
1. merchant's written firm offer
2. written discharge of a claim for an alleged breach of K
3. agreement to modify a K for sale of goods |
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Term
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Definition
quasi contract
promisor may be prevented from asserting that his/her promise is unenforceable because it gave no consideration
effective when:
1. promisor makes promise that lacks consideration
2. promisor intends that promisee rely on promise
3. promisee does
4. enforcement of promise is only way to avoid injustice |
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Term
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Definition
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Term
| Exceptions to Effect of Illegality |
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Definition
1. protection of one party - law the agreement broke intended to protect one party
2. unequal guilt - least guilty party granted relief |
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Term
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Definition
| an agreement may involve the performance of many promises, some illegal and some not. the legal ones can be enforced provided they can be separated from the illegal ones |
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Term
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Definition
| every K has an implied obligation that neither party will do anything that will have the effect of destroying or injuring the right of the other to receive the fruits of the K |
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Term
| Procedural Unconscionability |
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Definition
| deals with freedom of assent resulting from inequality of bargaining power, absence of real negotiations, or a surprise resulting from hiding a disputed term in long document or fine print |
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Term
| substantive unconscionability |
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Definition
| occurs when the Ks terms are so one-sided as to shock the conscience or are so extreme as to the more and business practices of the time and place |
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Term
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Definition
| protection from that which tends to be injurious to the public, contrary to public good, or violates an established interest in society |
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Term
| Licensed Callings or Dealings |
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Definition
| if license is required to protect the public from unqualified people, a K made by an unqualified person is unenforceable |
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Term
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Definition
| money loaned at a higher rate of interest than the law allows |
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Term
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Definition
1. valid
2. voidable
3. void ab initio (to be treated as invalid from the outset)
4. valid but unenforceable (not in writing) |
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Term
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Definition
objective - what they say
subjective - what they think |
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Term
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Definition
1. accident
2. mistake
3. misrepresentation
4. negligent misrepresentation
5. fraud
6. duress |
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Term
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Definition
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Term
| Doctrine of Unconscionability |
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Definition
| says some things are put into Ks that are profoundly unfair (strong seller and weak buyer)that courts won't uphold |
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Term
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Definition
| the clause in the K that is profoundly unfair |
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Term
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Definition
| the K because it contains an unconscionable clause |
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Term
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Definition
Where: in employment agreements and sale of businesses
What: enforceable if they are reasonable in scope (breadth, time, distance) |
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