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Definition
1) agreement
2) consideration
3) legality
4) capacity |
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| a promise that the law will enforce |
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| make business matters more predictable |
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the law is less flexible but predictable
enforces a contract verbatim even if serious harm occurs |
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makes law more flexible by less predictable
a court will ignore certain aspects of a contract if it is unjust |
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Definition
| bilateral, unilateral; express, implied; executory, executed; valid, unenforceable, voidable, and void |
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| both parties make a promise (to do something) to each other |
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| one party makes a promise to the other that the other party can accept only by doing something |
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| the two parties to the contract explicitly state all of the important terms of the agreement |
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| the word and conduct of the parties indicate that the parties intended to make an agreement |
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| when one or more parties has not fulfilled its obligations under the contracts |
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| when all the parties to the contract have fulfilled their obligations under the contract |
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| satisfies the laws requirements |
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| when the parties intend to form a valid bargain but some rule of law prevents enforcement |
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| when the law permits one party to terminate the agreement |
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| one that neither party can enforce, usually because the purpose is illegal or one of the parties had no legal authority |
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Definition
| doctrine that allows the plaintiff to enforce a promise even if there is no contract |
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Term
| what you must show to prove promissory estoppel |
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Definition
1) the defendant made a promise knowing that the plaintiff would likely rely on it
2) the plaintiff did rely on the promise
3) the only way to avoid injustice is to enforce the promise |
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Term
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Definition
no contract but compensates a plaintiff he can show
1) he gave benefit to the defendant
2) he reasonably expected to be paid for the benefit and the defendant knew this
3) the defendant would be unjustly enriched if she did not pay |
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Term
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Definition
governs the sale of goods. goods are anything moveable except money, securities and certain legal rights
1) in a mixed contract, article 2 governs only if the primary purpose was the sale of goods |
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Definition
1) they must understand each other and intend to reach an agreement
2) would a reasonable person believe there was an agreement based on the conduct |
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| is an act or statement that proposes definite terms and permits the other party to create a contract by accepting those terms |
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Definition
1) invitation to bargain is not an offer
2) an advertisement is generally not an offer
3) a letter of intent may or may not be an offer, depending on the writers intent |
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Definition
1) revocation
2) rejection
3) counter offer
4) expiration
5) destruction |
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Definition
| effective when the offeree receives it |
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| offeree rejects an offer, termination of contract |
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Term
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Definition
| if an offeree counteroffers, it is a rejection that immediately terminates the offer |
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Term
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Definition
| once offer expires (time period or reasonable time) it is terminated |
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Definition
| destruction of subject matter terminates offer |
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Definition
| the offeree must say or do something to accept. in a bilateral he must accept, in a unilateral he must perform to accept |
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Definition
| requires that acceptamce be on precisely the same terms as the offer |
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Term
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Definition
an acceptance that adds additional or different terms may form in certain cases
1) the most important factor is whether the parties believe they have formed an agreement
2) new terms added by the offeree do not void the agreement if accepted by the offeror
3) if terms are changes, a court will rely on general principles of the UCC to create a fair contract
4) if a party wants to contract only on his terms, the agreement must clearly state that |
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Definition
| means that there must be bargaining that leads to an exchange between the parties |
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Definition
| is the person making the promise |
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Definition
| person to whom the promise is made |
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Definition
1)illusory promise-->conditional
2) past consideration
3) promise of a gift
4) preexisting duty |
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Term
| a contract that is illegal is |
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Definition
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Definition
| to be valid, an agreement not to compete must be ancillary to the legitimate bargain |
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Definition
| when a noncompete agreement is ancillary to the sale of a business, it is enforceable if reasonable in time, geographic area, and scope of activity |
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Term
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Definition
| nonceompete clause is enforceable only to the extent necessary to protect trade secrets |
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Term
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Definition
| part of a contract that attempts to release you from liability for injury to another part |
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Term
| exculpatory clauses are unenforceable when |
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Definition
1) excludes an intentional tort or gross negligence
2) affected activity is in public interest
3) parties have unequal bargaining power
4) not clearly written or visible |
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Term
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Definition
a contract that a court refuses to enforce because of fundamental unfairness
2 factors
1) oppression
2) surprise |
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Definition
| meaning that one party used its superior power to force a contract on the weaker party |
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Definition
| meaning that the weaker party did not fully understand the consequences of its agreement |
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Term
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Definition
is the legal ability to enter into a contract
minors lack capacity
voidable contract occurs by the party who lacks capacity |
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Term
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Definition
a minor may disaffirm a contract. he will no longer be bound by the agreement
also the minor has the option of filing suit to rescind the contract |
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Term
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Definition
| a minor who disaffirms a contract must return the consideration he received to the extent he is able |
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Term
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Definition
a person with mental illness or defect, who is unable to understand the nature and consequences of a transaction
-creates a voidable contract |
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Term
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Definition
| when he makes a contract it is voidable |
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| innocent misrepresentation |
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Definition
| means the owner believes the statement to be true and has a good reason for the belief |
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| fraudulent misrepresentation |
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Definition
| means the owner knows that the statement is false |
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Term
| to rescind a contract based on misrepresentation |
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Definition
1) there was a false statement of fact
2) statement was fraudulent or materia
3) the injured person justifiably relied on the statement |
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Term
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Definition
nondisclosure of a fact is misrepresentation only when disclosure is necessary
1) to correct a previous assertion
2) to correct a mistaken understanding about a writing
3) to correct a basic mistaken assumption
4) in a relationship of trust |
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Term
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Definition
| both parties negotiate on the same factual error |
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Term
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Definition
| no rescission is allowed where one of the parties knows she is taking a risk |
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Term
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Definition
| one party enters a contract under a mistaken assumption |
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Term
| to rescind a unilateral mistake |
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Definition
1) enforcing the contract would be unconscionable; or
2)the mistaken party knew of the error |
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Term
| agreements that must be in writing |
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Definition
1) any interest in land
2) cannot be performed within one year
3) to pay the debt of another
4) made by an executor of an estate
5) consideration of marriage
6) sale of goods over $500 |
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Term
| agreement for interest in land |
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Definition
must be in writing
exceptions:
1) full performance by the seller
2) part performance by the buyer |
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Term
| promise to pay debt of another |
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Definition
| collateral promise thus must be in writing |
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Term
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Definition
| promise to use her own funds to pay a debt of the deceased must be in writing |
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Term
| what writing must contain |
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Definition
1) contract must be signed by defendant
2) name of each party
3) subject matter of the agreement
4) all essential terms and promises |
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Term
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Definition
| contract for sale of goods over 500 dollars in unenforceable unless in writing |
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Term
| to have an agency relationship |
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Definition
1) principal
2) agent
3) consent
4) control
thus it is a fiduciary relationship |
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Term
| elements not required for agency |
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Definition
1) written agreement
2) formal agreement
3) consideration |
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Term
| duty of loyalty--then agent |
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Definition
1) must act for the benefit for the principal
2) may not receive outside benefits without approval of the principal
3)can neither disclose nor use for her own benefit any confidential info
4) is not allowed to compete wit his principal within scope
5) may not act for 2 principals whose interests conflict
6) may nor become a party t oa transaction w/o principals permission
7) may not engage in inappropriate behavior |
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Term
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Definition
1) must obey principal unless illegal or unethical
2) agent must act with reasonable care
3) agent must give accurate info |
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Term
| principals remedies when an agents breaches a duty |
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Definition
1) recover damages caused by agents breach
2) agent refunds and profits made if loyalty is breached
3) principal may rescind a transaction |
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Term
| duties of principal to agent |
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Definition
1) reimburse agent for reasonable expenses
2) duty to cooperate |
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Term
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Definition
1) completion of agreed term
2) completion of the agreed purpose
3) mutual agreement
4) in agency at will, either party can terminate
5) wrongful termination--either party terminates but wrongful party pays damages |
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Term
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Definition
1) actual authority-->express and implied
2) not authority--> apparent |
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Term
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Definition
| granted by words or conduct, reasonably interpreted |
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Term
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Definition
| authority to conduct a transaction includes authority to do acts that are reasonably necessary to accomplish it |
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Term
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Definition
| if a 3rd party believes it to be authorized then the principal is liable for the action |
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Term
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Definition
| if a person accepts the benefit of an unauthorized transaction or fails to repudiate it |
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Term
| ratification is permitted if |
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Definition
1) the agent tells the 3rd party she is acting for a principal
2) principal knows all the material facts of the transaction
3) the principal accepts the benefit of the whole transaction not just part
4) the third party does not withdraw from the contract before ratification |
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Term
| fully disclosed principal |
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Definition
| an agent is not liable for any contracts |
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Term
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Definition
| third party can recover from either the agent or the principal |
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Term
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Definition
| third party can recover from either the agent or principal |
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Term
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Definition
| the principal is not liable |
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Term
| questions that indicate employee relationship |
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Definition
1) does the principal control details of the work?
2) does the principal supply the tools and place of work?
3) does the agent work full time?
4) is the agent paid by time rather than job?
5) is the work part of the regular business of principal?
6) do the parties believe they have an employee relationship |
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Term
| principal is liable for torts |
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Definition
1) physical harm caused by negligent conduct of agent within scope
2) physical torts of an independent contractor if the principal was negligent in hiring or supervising
3) must be within scope of employment |
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Term
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Definition
| principal is not liable for actions that occur after the servant has abandoned the principals busness |
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Term
| a master is not liable for intentional torts of the servant unless |
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Definition
| the servant was motivated at least in part by the desire to serve his master or the conduct was reasonably foreseeable |
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| are agents always liable for their own torts |
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Definition
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Term
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Definition
| a serious crime, for which a defendant can be sentenced to spend one year or more in jail |
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Definition
| less serious crime, often punishable by a year or less in jail |
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Term
| the prosecution faces several issues |
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Definition
1) conduct outlawed
2) burden of proof
3) actus reus
4) mens rea |
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Term
| beyond a reasonable doubt |
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Definition
| the prosecutions burden of proof. the case must be proved to such an extent that no reasonable person would doubt it |
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Term
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Definition
| means "the guilty act", refers to an act prohibited by law. the prosecution must prove the defendant voluntarily committed the act |
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Definition
| "guilty state of mind", refers to what the defendant was thinking or intended when committed the crime |
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Definition
| means the defendant intended to do the prohibited physical act |
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| defendant intended to do something beyond the mere prohibited act |
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| defense to a criminal case. if found insane the defendant goes to mental institution until not a threat |
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| crimes that harm business |
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Definition
| larceny, computer crime, fraud, arson and embezzlement |
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Definition
| is the trespassory taking of personal property with intent to steal |
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Definition
| is the deception of another person for the purpose of obtaining money or property |
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Definition
| bank fraud, wire and mail fraud, and medicare fraud |
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Definition
| the malicious use of fire or explosives to damage real estate or personal property |
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Definition
| is the fraudulent conversion of property already in the defendant's possession |
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Term
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Definition
racketeer influenced and corrupt organizations act
-prohibits the using of 2 or more racketeering acts to accomplish criminal goals
prohibits:
1) investing in or acquiring legitimate businesses with criminal money
2) maintaining or acquiring businesses through criminal activity
3) operating businesses through criminal activity |
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Definition
| taking the proceeds of certain crimes and either using the money to promote crime or conceal where it came from |
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Definition
1) informant
2) warrant
3) probable cause
4) search and seizure
5) arrest
6) indictment |
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Term
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Definition
| written permission to conduct a search, given by a neutral official |
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Term
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Definition
| based on the info presented, it is likely that evidence of crime will be found in the place to be searched |
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Definition
| prohibits the govt from making illegal searched an seizures |
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Definition
| under this rule, evidence obtained illegally may not be used at trial against the victim of the search |
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Definition
| prevent the govt from forcing you to testify against yourself |
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Definition
| is the governments formal charge that the defendant has committed a crime and must stand trial |
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Definition
| an agreement between prosecution and defense that the defendant will plea guilty to a reduced sentence |
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