Term
| Expectancy, reliance, restitution |
|
Definition
| Three types of contract damages |
|
|
Term
| False; contracts that fall under the mutual mistake doctrine are voidable or subject to reformation |
|
Definition
| True/False: Such contracts that are subject to the doctrine of mutual mistake are not voidable or subject to reformation |
|
|
Term
| Completing; land value; overcompensate the aggrieved party |
|
Definition
| For land sales, courts are divided between awarding the cost of ______ and the difference in _________. Courts typically award whichever remedy will not ____________ |
|
|
Term
1) The difficulty of proving damages with reasonable certainty,
2) The difficulty of procuring a suitable substitute performance by means of money awarded as damages, and
3) The likelihood that an award of damages could not be collected |
|
Definition
| In determining whether the remedy in damages would be adequate, what three circumstances are significant? |
|
|
Term
|
Definition
| __________ damages seeks to put the breaching party in the same position as before the contract (or implied contract) was formed |
|
|
Term
|
Definition
| __________ damages seek to place the aggrieved party in the same position as they would have been if the contract been performed as promised |
|
|
Term
| No, but a party may recover the value of services rendered (quantum meruit) and the value of improvements made |
|
Definition
| Are damages that fall within the statute of frauds recoverable? And what is the exception to this rule? |
|
|
Term
|
Definition
| Restitution theory is measured by the _______ gained by the breaching party rather than the ______ suffered by the aggrieved party |
|
|
Term
|
Definition
| What type of damages seeks to prevent unjust enrichment to a breaching party? |
|
|
Term
| Only to the extent that he has conferred a benefit on the other party by way of part performance or reliance |
|
Definition
| A party is entitled to restitution under [the Restatement] to what extent? |
|
|
Term
|
Definition
| Can an employee who breaches an employment contract sue for qunatum meruit? |
|
|
Term
| Article 2; Sales of Goods |
|
Definition
| For the purposes of our Contracts course, we are only concerned with one part of the UCC - that is Article ______, with deals with the sales of _______ |
|
|
Term
|
Definition
| If the Mailbox Rule does not apply, acceptance takes effect only on (the sending/receipt)? |
|
|
Term
| No; the Mailbox Rule does not apply if the acceptance follows a counter-offer or rejection |
|
Definition
| Does the Mailbox Rule apply if the acceptance follows a counter-offer or rejection? |
|
|
Term
| The beginning of performance constitutes acceptance of the offer, meaning that the contract is then binding |
|
Definition
| According to the Restatement (Second), in a situation in which performance *is not* the exclusive mode of acceptance, what happens if an offer is made, and the offeree begins performance on the offer, and before performance is completed, the offer is revoked? |
|
|
Term
| In that circumstance, either performance or a promise suffices as a way to accept an offer |
|
Definition
| What type of acceptance is allowed if the offer is ambivalent on whether an offer should be accepted via promise or performance? |
|
|
Term
|
Definition
| What type of contract is formed when, at the moment of formation, only one of the parties has a promise outstanding? |
|
|
Term
|
Definition
| What type of contract is formed when, at the moment of formation, both of the parties has a promise outstanding? |
|
|
Term
| Yes. Instead of authorizing acceptance in the form of words, the offeror could demand a nonverbal signification of acceptance |
|
Definition
| Can an offeror authorize a nonverbal signification of acceptance? |
|
|
Term
|
Definition
| True/False: As with the mode of acceptance, the offeror has the right to specify when acceptance because effective |
|
|
Term
1) Exercising ownership rights over property or accepting the benefits of the service
2) Prior dealings between the parties or other circumstances make it reasonable for the offeror to expect the offeree to give notice of rejection |
|
Definition
| What are the two situations in which silence binds the offeree? |
|
|
Term
| No; the offeror cannot impose a duty on the offeree to take some affirmative step to reject the offer |
|
Definition
| Can the offeror impose a duty on the offeree to take some affirmative step to reject the offer? |
|
|
Term
| False; the offer must be communicated to the offeree. A person cannot intended to accept an offer of which she was unaware |
|
Definition
| True/False: There are circumstances in which a person can accept an offer in which they were unaware of |
|
|
Term
| The completion of performance constitutes acceptance of the offer, meaning that the contract is not binding upon beginning of performance |
|
Definition
| According to the Restatement (Second), in a situation in which performance *is* the exclusive mode of acceptance, what happens if an offer is made, and the offeree begins performance on the offer, and before performance is completed, the offer is revoked? |
|
|
Term
| No. The offeror loses the right to revoke once performance has tendered or begun |
|
Definition
| According to the Restatement, does the offeror still have the right to revoke once performance has begun? |
|
|
Term
| The offer lapses, and the offeror is charged from her own performance under the offer, and the offeree receives no contractual payment for the incomplete work (damages for unjust enrichment might then follow, but that is a separate issue. This is because an option had been formed by the beginning of performance, in the situation in which performance is the only means of acceptance |
|
Definition
| In a situation in which performance is the exclusive mode of acceptance, what happens if the offeree begins performance, and then stops and fails to complete it? |
|
|
Term
|
Definition
| True/False: When an offer is accepted by a promise, the offeree must communicate acceptance to the offeror |
|
|
Term
| False. Unless the offer requires notice of performance, the offeree ordinarily has no duty to take action to notify the offeror of acceptance, unless the performance is not rendered directly to or in the presence of the offeror and the offeror has no reasonably prompt and reliable means of learning of it |
|
Definition
| True/False: When an offer is accepted by performance, the offeree must communicate acceptance to the offeror |
|
|
Term
| The acceptance becomes ineffective, and the offeror's contractual duty is dicharged |
|
Definition
| In a case in which notice of acceptance is required to be given by the offeree, what happens if notice is not given within a reasonable time? |
|
|
Term
|
Definition
| A _____ is a promise to keep an offer open for a stated period of time |
|
|
Term
|
Definition
| In granting a valid option, the offeror makes a binding commitment not to ___________ for a specified period, so that the offeree is assured of a set time to consider and respond to the propsal without the risk of its being withdrawn before the expiry date |
|
|
Term
|
Definition
| Under common law, a promise to keep an offer open for a stated time is not binding on the offeror unless the offeree has given ________ for that promise |
|
|
Term
| No; consideration under the contract proposed in the offer is distinct from consideration for the option and does not support the option itself |
|
Definition
| Does consideration in a contract suffice for consideration for an option in an option contract? |
|
|
Term
| No; if an option is granted within an existing contract, it is part of a bundle of rights exchanged in a contract and is supported by the grantee's contractual consideration |
|
Definition
| Is consideration required for an option under an existing contract |
|
|
Term
|
Definition
| True/False: Courts will often accept nominal consideration for options in option contracts |
|
|
Term
| At the end of the time period stated by the option. It does not end by action that would normally terminate an ordinary offer (i.e. rejection, counter-offer, etc.) |
|
Definition
| In an option contract, when does the offeree's power of acceptance expire? |
|
|
Term
| Yes; if the offeree changes her mind she is able to countermand the rejection by communicating acceptance before the end of the period. This rule is based on the premise that the grantee has paid consideration to acquire the effective option, which is a valid contract in itself |
|
Definition
| If the offeree rejects an option contract, and then changes her mind before the option expires, is the acceptance valid? |
|
|
Term
| The offeree must communicate acceptance to the offeror within the option period |
|
Definition
| To accept an irrevocable offer, when must an offeree communicate acceptance to the offeror? |
|
|
Term
| No. In an option contract, the offeror must actually receive the acceptance. In other words, the acceptance is effective only on receipt |
|
Definition
| Does the Mailbox Rule apply to option contracts? |
|
|
Term
|
Definition
| Under what body of law is a firm offer relevant? |
|
|
Term
|
Definition
| What is another name for a firm offer? |
|
|
Term
| No; in a sale of goods, the UCC dispenses with the need for consideration to validate an option (called a "firm offer") |
|
Definition
| With a firm offer under the UCC, is consideration necessary to validate an option? |
|
|
Term
1) The offer is made by a merchant
2) The offer is made in a writing signed by the merchant
3) The offer expressly states by its terms that it will be held open |
|
Definition
| Three requirements for a firm offer (without consideration): |
|
|
Term
| No more than three months. Any firm offers that state a time longer than three months will only be enforceable for the first three months |
|
Definition
| What is the shelf life for a firm offer under the UCC? |
|
|
Term
|
Definition
| A valid offer can be followed by a(n) _________, while an invitation to deal can be followed by a(n) ________ |
|
|
Term
| Yes; an offer can be revoked before acceptance if performance is the only form of acceptance |
|
Definition
| If an offer is made specifying that performance is the only means of acceptance, can valid revocation occur before acceptance? |
|
|
Term
| Yes; a promise is a valid means of acceptance if an offer does not mandate that performance is the only way a contract can be accepted (and vice-versa) |
|
Definition
| If an offer does not require performance as the only means of acceptance, will a promise suffice as a means of acceptance? |
|
|
Term
|
Definition
| True/False: Revocation can only take effect when the intent of revoking is manifested to the offeree |
|
|
Term
| The "Battle of the Forms" relates to UCC Section 2.207, which eliminates the common-law mirror-image rule that states that there could be no meeting of the minds (and therefore no contract), unless there was agreement on all terms of the contract. |
|
Definition
| What is the "Battle of the Forms", and how is it relevant? |
|
|
Term
| UCC 2.207 is used to resolve the question of whether a contract was formed despite a disparity in the offer and response, and, if a contract was formed, which of the conflicting terms became part of the contract |
|
Definition
| What is the purpose of UCC 2.207? |
|
|
Term
| The offer is accepted and a contract is formed, since a definite and seasonable expression of acceptance operates as an acceptance (and valid contract) under UCC 2.207 |
|
Definition
| Under UCC 2.207, what happens when a communication is made to accept an offer, even though it states terms additional to or different from those offered in the original offer? |
|
|
Term
| No acceptance (and therefore no contract) exists, since acceptance expressly made conditional on assent to different terms is a counter-offer under UCC 2.207 |
|
Definition
| Under UCC 2.207, what happens when a communication is made to accept an offer, even though acceptance is expressly made conditional on assent to different terms from original offer? |
|
|
Term
| As under the common law, a counteroffer terminates the offeree’s power of acceptance, and creates a new power of acceptance in the former offeror |
|
Definition
| Under UCC 2.207, what happens when an offer is matched with a counteroffer? |
|
|
Term
| Last communication before performance |
|
Definition
| Common law tends to find a contract on the terms of the party who sent the (first/last) communication before performance |
|
|
Term
|
Definition
| _________ is an essential element of contract, and a promise is generally not recognized or enforced as contractual unless [it] has been given for it |
|
|
Term
| Promissory estoppel; restitution; moral obligation |
|
Definition
| What are some alternative theories that would make a promise enforceable without consideration? |
|
|
Term
| No; Consideration is only an issue when there is an outstanding promise to be enforced - it does not affect promises that have already been completed |
|
Definition
| Is consideration is only an issue for promises that have already been completed? |
|
|
Term
| No; the promise is not legally binding, because there is no consideration, and thus – no legal recourse |
|
Definition
| Is there any legal recourse for somebody on the end of an “unquestionable donative promise?" (that is, one in which the promisor, motivated by kinship, friendship, generosity, or charity, unconditionally undertakes to make a future gift and asks for and receives nothing in return) |
|
|
Term
| False; A gain or advantage to the promisor is not a requirement for consideration (Restatement) |
|
Definition
| True/false: A gain or advantage to the promisor is required for consideration |
|
|
Term
| False; For a benefit to be valid, it need not be established that a party received any tangible or economically valuable gain |
|
Definition
| True/False: For a benefit to be valid, it needs to be established that a party received a tangible or economically valuable gain |
|
|
Term
| False; Performance of, or promise to perform, a pre-existing duty is not consideration |
|
Definition
| True/False: Performance of, or promise to perform, a pre-existing duty is consideration |
|
|
Term
| True; Consideration doctrine does not require that the performances or promises exchanged be of equal value |
|
Definition
| True/False: Consideration doctrine does not require that the performances or promises exchanged be of equal value |
|
|
Term
| False; There does not have to be equivalence int he number of promises or performances provided by each party for consideration to suffice |
|
Definition
| True/False: There must be an equivalence int he number of promises or performances provided by each party for consideration to suffice |
|
|
Term
| True; If a promise suffers a detriment before the promise was made, it cannot be said that the detriment was exchanged for the promise |
|
Definition
| True/False: If a promise suffers a detriment before the promise was made, it cannot be said that the detriment was exchanged for the promise |
|
|
Term
| A promise + detrimental reliance on that promise |
|
Definition
| What are the essential elements of promissory estoppel? |
|
|
Term
1) Promise
2) Foreseeable reliance
3) Actual reliance
4) Injustice without enforcement |
|
Definition
| What are the elements/requirements of promissory estoppel? |
|
|
Term
| Restoration of an unfair gain |
|
Definition
| What is the basic point of restitution? |
|
|
Term
|
Definition
| What is the basis for restitution? |
|
|
Term
| Restitution; unjust enrichment |
|
Definition
| ___________ is the act of restoring something or its value, and _______________ is the cause of action that gives rise to the remedy |
|
|
Term
| True; Enrichment is not unjust if the benefit was conferred with gratuitous intent |
|
Definition
| True/False: Enrichment is not unjust if the benefit was conferred with gratuitous intent |
|
|
Term
1) Market Value
2) The Recipient's Net Gain (Objective or Subjective) |
|
Definition
| Enrichment can be measured in what two ways? |
|
|
Term
|
Definition
| __________ expresses the market value of services |
|
|
Term
|
Definition
| The type of damages associated with returning plaintiff to the status quo is _______ damages |
|
|
Term
|
Definition
| The type of damages associated with restoring value of benefit conferred on defendant is __________ damages |
|
|
Term
|
Definition
| The type of damages associated with unjust enrichment is ______ damages |
|
|
Term
| Direct (or variable) costs |
|
Definition
| Costs incurred solely in the process of and for the purpose of performing |
|
|
Term
| General and special damages |
|
Definition
| Two types of damages re: foreseeability |
|
|
Term
| The additional sale(s) is not a substitute, and its proceeds should not be treated as mitigation (reducing the loss from the breach), and the seller is entitled to recover its full profit expected under the beached transaction |
|
Definition
| What happens if a "lost volume solution" is established? |
|
|
Term
| True; Damages cannot be recovered for loss beyond the amount established with reasonable certainty |
|
Definition
| True/False: Damages cannot be recovered for loss beyond the amount established with reasonable certainty |
|
|
Term
|
Definition
| _____________ is generally imposed as the remedy for breach of contracts for the sale of real property |
|
|
Term
| False; There can be no specific performance in a personal service agreement; a court cannot order the performance of personal services (either one to accept these or one to give these) |
|
Definition
| True/False: There can be specific performance in a personal service agreement |
|
|
Term
| True; An objective behavior without an actual subjective intent can constitute an offer or an acceptance |
|
Definition
| True/False: An objective behavior without an actual subjective intent can constitute an offer or an acceptance |
|
|
Term
| No; According to Moulton v. Kershaw, informational communication should not be, in itself, considered an offer |
|
Definition
| In general, should informational communication be, in itself, considered an offer? |
|
|
Term
| Bilateral; in case of doubt it is presumed that an offer invites the formation of a bilateral rather than a unilateral contract |
|
Definition
| In case of doubt, what kind of contract (bilateral/unilateral) is presumed to have been formed? |
|
|
Term
| False; the other party cannot unilaterally accept the original offer without a reaffirmation of the original offer first |
|
Definition
| True/False: Following a rejection of an offer by a party, the other party can unilaterally accept the original offer |
|
|
