Term
| Know the five types of conduct that will make assent to a contract invalid |
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Definition
• Duress
• Undue Influence
• Fraud
• Nonfraudulent Misrepresentation
• Mistake |
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| coercion involving physical force |
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| improper threats or acts, including economic and social coercion |
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| taking unfair advantage of a person by reason of a dominant position based on a confidential relationship Renders a contract voidable |
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| deceived into entering into the contract |
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Definition
both parties have a common but erroneous belief forming the basis of the contract
• Renders the contract voidable by either party |
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| courts are unlikely to grant relief unless the error is known or should be known to the nonmistaken party Does not ‘un-do’ contract |
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Term
| Be sure to know whether each type of conduct makes a contract void or voidable |
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Definition
Duress by physical force and fraud in the execution = VOID
• All others = VOIDABLE |
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Definition
| an event whose happening or non-happening affects a party’s duty to perform under the contract |
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Term
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| contingency explicitly stated in the contract |
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Term
| Implied-In-Fact Condition |
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Definition
| contingency understood by the parties to be part of the agreement, though not expressed |
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| Implied-In-Law Conditions |
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Definition
| contingency not contained in the contract but imposed by law |
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| before performance is due |
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Definition
| an event that terminates a duty of performance; performance over time and something happens afterwards |
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Definition
| a condition that is the requirement that one party perform prior to the other is fulfilled upon that performance |
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Definition
| a condition that requires an event outside the control of the party is fulfilled when it occurs |
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Definition
| the most common; the party doesn’t do what it is obligated to do |
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Definition
| wrongful failure to perform mandatory duties under a contract |
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| non-performance that significantly impairs the injured parties rights under the contract and may discharge the injured parties from any further duty |
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| one breaches / both terminated; only dependent duties are discharged |
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Term
| Prevention of Performance |
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Definition
| interference with or preventing performance |
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Definition
| incomplete performance that does not defeat purpose of the contract; does not discharge injured party; no material breach |
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Definition
| an inability or refusal to perform, before due; clearly expressed; treated as a breach, allowing the non-repudiating party to bring suit immediately |
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Definition
| an agreement between the parties to terminate their respective duties |
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Definition
| a new contract accepted by both parties |
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Definition
| substitution of new duty under a contract (accord) and the discharge of the prior contractual obligation by performance of the new duty (satisfaction); for disputes |
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| traditionally, a substituted contract involving a new third-party promisor or promisee |
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Definition
| performance of contract cannot be done |
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| Destruction of Subject Matter |
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Definition
| discharges contract if it occurs without the promisor’s fault (Ex: tree destroys rare car) |
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Definition
| if performance becomes illegal or impractical as a result of a legal change, the duty is discharges |
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Definition
| principle purpose of a contract cannot be fulfilled because of a subsequent event |
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Term
| Commercial Impracticability |
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Definition
| performance can be accomplished only under unforeseen and unjust hardship (Ex: bridge ruined by hurricane; unable to transport goods) |
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Definition
| discharged if debtor obtains an order of discharge by the bankruptcy court |
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Definition
| after the statute of limitations has run, debt is not discharged, but a creditor cannot being action against a debtor |
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Definition
| court order requiring breaching party to render promised performance; must do what they were obligated to do |
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| court order requiring a party to do, or prohibiting a party from doing, a specific act |
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Definition
| court order correcting a written contract to conform with the original intent of the contracting parties |
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| if remedies are not inconsistent, a party injured by a breach of contract may seek more than one; however, a party may not get double recovery |
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| no other remedies allowed |
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| an agreement of a buyer to purchase a seller’s entire output for a stated period |
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| a doctrine enforcing some noncontractual promises |
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| only one party makes a promise |
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| substantive law; written in full; any discussion beforehand no longer matters if it is not stated in the contract |
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| parties express intention that it is the full and final written expression of the agreement |
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Definition
| to transfer to a third party of a contractual obligation |
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Term
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Definition
| court order requiring breaching party to render promised performance; must do what they were obligated to do |
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