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Definition
| A courts reluctance to interfere with the terms of a contract. (court taking a passive role, less flexible/more predictable) |
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| A courts willingness to change or ignore a contract that it perceives as unjust. ( more flexible/ less predictable) |
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| a promise that the law will inforce |
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| non-competition agreement |
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| A contact in which one party agrees not to compete with another |
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| freedom of contract (live with the consequences |
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| a promise made in exchange for another promise |
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| unilateral contract + example |
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| one party makes a promise that the other party can accept only by doing something (Ex. I'll give you $100 if you mow my lawn this friday, if you don't mow it no harm no fowl) |
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| An agreement with all important terms explicitly stated. ( you will do this for work and be paid this, very clear can be oral or written |
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| words and conduct of parties indicate that they intend on agreement. x mows lawn and gets paid consequitivly 11 weeks, y pays every week, 12th week x mows y doesn't pay, court will likely side that y owes x) |
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| an agreement in which one or more parties has not yet fulfilled its obligations ( actor agrees to act in movie starting in 3 months |
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| satisfies all of the law requirments |
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| when a law prevents fulfillment of contract. |
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| agreement that may be terminated by one of the parties. |
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| contract that neither party can enforce because the bargain is illegal or one of the parties had no legal authority to make it |
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Definition
| remedy for injured plaintiff in a case ith no valid contract where plaintiff can show a promise reasonable reliance and injustice ( house burns down, insurance agent assures you it will be covered, tells you to throw away damaged goods, turns out your insurance is not valid anymore you can sue) |
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Definition
| possible remedy for an injured plaintiff with no valid contrac where the plaintiff can show benefit to the defendant, reasonable expectaion of payment, unjust enrichment. ( farmer leases land year after year, farmer preps for year 3, discusses with leasee , plans fall through, you can sue under quasi contract) |
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| ucc article 2 governs the sale of goods, goods means... |
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| anything movable execpt for money securities and certain legal rights |
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Definition
| to give notice o refusal to be bound by an argument. |
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| difference between disaffirm and rescind |
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Definition
| rescind puts both parties back at square one, disaffirm would be kid buys stereo, breaks it disaffirms contract gets money back. |
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| legal right to enter contract |
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| restoring an injured party to its original position |
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| words or actions indicating an intention to be bound by contract ( makes payment plan at 17 at 18 1/2 tries to disaffirm it, will fail) |
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| 3 things to show misrepresentation or fraud |
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Definition
| false statement of fact, statement was fraudulent and injured person justifiably relied on the statement. |
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| Bilateral/unilateral mistake |
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| occurs when both parties negotiate based on the same factual error. one party enters contract under mistaken assumption |
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| an improper threat made to force another party to enter into a contract. (if one party makes an improper threat that caues the victim to enter into a contract and the victim had no reasonable alternative the contract is voidable) |
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| voids a contract when improper persuasion by a stronger party (ref, pregnant single parent and church) |
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| prohibit charging excess interest on loans |
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| a contract provision that attempts to release on party from liability in the event the other in injured ( not just physically) |
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| giving possession and control of personal property o another person. |
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| one who creates bailment by delivering goods to another, person giving up possession |
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Definition
| a person who rightfully possesses goods belonging to another, person accepting possessions. |
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| unconsicionable contracts |
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Definition
| unconscionable contrac is one that a court refueses to enforce because of fundamental unfairness (ref. girl who had annuity and sold it for a fraction of value while under the influence of ex convict) |
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Definition
| party is discharged when she has no more duties under the contract |
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| requires one party to perform obligations precisely with no deviation from the contract terms |
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Definition
| occurs when one party fulfills enough of its contract obligations to warrant payment |
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| a court applies a subjective standard only if |
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Definition
| assessing the work involves personal felling taste or judgment and the contract explicitly demanded personal satisfaction |
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| restatement of contracts section 205 |
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Definition
| every contract imposes upon each party a duty of good faith and fair dealing in its performance and its enforcement. |
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| personal satisfaction contract |
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Definition
| contract in which the promisee makes a personal subjective evaluation of the promisor's performance |
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| provisions that generally make contract dates strictly enforceable. |
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Definition
| making it unmistakably clear that it will not honor the contract |
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Definition
| a statutory time limit within which an injured party must file a suit |
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| personal services contracts |
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Definition
| permit the promisee to make a subjective evaluation of the promisors performance |
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Term
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Definition
| something has happened making it utterly impossible to do what the promisor said he would do |
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| true impossibility three causes |
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Definition
| destruction of the subject matter, death of the subject matter, illegality |
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| commercial impracticability |
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Definition
| some event has occurred that neither party anticipated and fulfilling the contract would now be extraordinarily difficult and unfair to on party |
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Term
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Definition
| some event has occurred that neither party anticipated and the contract now has no value for one party |
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| deciding factors of impracticability |
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Definition
| mere financial difficulties will never suffice to discharge a contract, event must have been truly unexpected. |
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Definition
| a court order that requires someone to do something or refrain from doing somthing |
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Definition
| he money required to put one party in the position she would have been in had the other side performed the contract |
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| forces both parties to complete the deal |
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| a legal right in something |
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Definition
| refers to what the injured party reasonably thought she would get from the contract, puts party where she would have been and both parties fully fulfilled obligations |
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Definition
| injured party may be unable to demonstrate expectation damages perhaps because it is unclear he would have profited, but may still prove that he expended money in reliance on the agreement and that fairness he should receive comensations |
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Term
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Definition
| injured party may be unble to show an expectation interest or reliance but perhaps has conferred a benefit on the other party, here the objective is to restore to the injured party the benefit she has provided. |
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Term
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Definition
| money damages will not suffice to help the injured party, something more is needed such as an order to transfer property to the injured party or an order forcing one parting to stop doing something |
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| damage that flow directly from the contract |
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| foreseeable losses that are not directly related to the subject matter of a contract |
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| relatively minor costs that the injured party suffers when responding to the breach |
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Definition
| to make a good faith purchase of goods similar to those in contract |
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Definition
| puts the injured party in the position he would have been in had the parties never entered a contract |
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Definition
| to undo a contract and put the parties where they were before they made the agreement |
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Definition
| a process in which a court will partially rewrite a contract |
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Definition
| to keep damages as low as is reasonably possible |
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| a token sum such as one dollar given to a plaintiff who demonstrates a breach but no serious injury |
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| liquidated damages clause |
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Definition
| a provision in a contract that declares in advance what one party will receive if the other side breaches |
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Definition
| designed not to compensate the injured party but to punish the breaching party |
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Definition
| the party who makes the promise that a third party seeks to enforce |
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Definition
| the party who a promise is made |
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Definition
| someone who may enforce a contract made between two other parties |
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Term
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Definition
| someone who might have benefited from a contract between two others but has no right to enforce that agreement |
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Term
| statute of frauds ( not enforceable unless in writing) examples (6) |
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Definition
| interest in land, cannot be performed within a year, debt of another, executor of an estate, in consideration of marriage, sell of a good 500 or more |
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| exception for statute of fraud with land (4) |
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Definition
| if one side completely performs there side of the contract. If paid partially or made improvements or one side relies on it. |
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Definition
| when one person agrees to pay the debt of another as a favor to that debtor (must be in writing to be enforceable and sue) |
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Term
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Definition
| use your own funds to pay a debt of the deceased (must be in writing to be enforceable) |
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| requirements for contracts or memorandum |
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Definition
| must be signed by defendant and must state with reasonable certainty the name of each party the subject matter and all other essential terms and promises |
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Term
| ucc 2-201(2) merchants exception |
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Definition
| within a reasonable time of making an oral contract if one merchant sends a written confirmation to the other and the confirmation is definite enough to bind the sender, then the merchant who receives confirmation will also be bound by it unless he objects within 10 days. |
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| ucc 2-201(3) special circumstances to oral contracts |
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Definition
| seller is specially manufacturing goods for buyer, defendant admits in court about the oral contract, goods have been delivered |
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| law that says online signatures are valid |
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Definition
| a writing that the parties intend as the final complete expression of their agreement |
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Definition
| anything orally discussed before or after contract |
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Term
| expetions of parol evidenceq |
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Definition
| if contract is incomplete or misrepresentation (lied |
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Definition
| person who makes a promise |
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Definition
| person to whom a promise is made |
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| a debt which there is no dispute about the amount owed (Bank loan) |
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| a debt that is disputed because the parties disagree over its existence or amount |
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