Term
| Promise (Restatement § 2) |
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Definition
| Manifestation of intention to act or refrain from acting in specified way, so made as to justify the promisee in understanding that a commitment has been made |
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Term
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Definition
| promise for the breach of which law gives a remedy, or the performance of which the law recognizes as a duty |
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Term
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Definition
1. Bargained for
2. a promise or performance
3. sought by promisor in exchange for promise
4. given by promisee in exchange for promise |
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Term
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Definition
| any performance that is bargained for is consideration |
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Term
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Definition
| formation of K requires bargain in which there is mutual assent to exchange and consideration |
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Term
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Definition
| if requirement of consideration is met, NO additional requirements needed (advantage/disadvantage, equivalence, mutuality of obligation) |
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Term
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Definition
| mere inadequacy of consideration alone does not void a K |
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Term
| exceptions of batsakis/types of bad consideration |
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Definition
nominal consideration
false consideration
love/affection
past consideration
illusory promise |
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Term
| Restatement § 77/ Illusory promises |
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Definition
| promise is not consideration if by its terms promisor reserves a choice of alternative performances (unless alternatives would be consideration) |
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Term
| UCC § 2-306/exclusive dealings |
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Definition
| exclusive dealing agreements require seller to use best efforts to supply and buyer best efforts to promote sale |
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Term
| Statute of Frauds Categories |
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Definition
MYLEGS
marriage
performed within a year
sale of land
executor
sale of goods exceeding $500
surety/assuming another's debt |
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Term
| reasons not to enforce K even if valid consideration (5) |
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Definition
| statute of frauds, admiralty/salvage, duress, state statute, unconscionability |
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Term
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Definition
| Pittsley v. Houser, look to see if main thrust of K is goods or services |
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Term
| when enforce K without consideration (2) |
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Definition
| seal/seal substitute or Promissory estoppel |
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Term
| Limits of K/Public Policy issues |
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Definition
| parenthood by K, love/affection doesn't count, courts stay out of private affairs, courts don't get involved when K aren't made to have legal consequences |
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Term
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Definition
| courts don't get involved when contracts aren't made to have legal consequences |
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Term
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Definition
| expectation, reliance, restitution |
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Term
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Definition
| are not given unless manner of breach would constitute a tort |
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Term
| Formula for expectation generally |
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Definition
| condition promised - current condition + I&C |
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Term
| Cost of Completion Formula |
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Definition
| cost to complete - unpaid K price (K price - amt. paid by breacher) + other damages |
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Term
| Diminution of Value Formula |
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Definition
| value if K fulfilled - value after breach |
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Term
| 4 factors when you would use Div instead of CoC |
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Definition
if CoC -->
1 economic waste
2. grossly disproportionate
3. good faith
4. plaintiff will not complete |
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Term
| Breach by service seeker formulas (2) |
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Definition
expenses prior to breach + lost profit - amount paid - salvage
OR
K price - cost of completion saved - amount paid - expenses saved by breach |
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Term
| Breach by Seller of Goods (UCC) for Cover Formula (2-712) |
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Definition
| cost of cover - K price + I&C - expenses saved by breach |
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Term
| breach by seller hypothetical cover formula (2-713) |
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Definition
| market price - K price + I&C - expenses saved |
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Term
| If buyer gets defective goods, use either (2 formulas) |
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Definition
| CoC or Div, whichever is reasonable |
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Term
| Steps when Breach is by the buyer (UCC) 3 steps |
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Definition
1. can resell? (2-706)
2. if no, difficult to resell? (2-708)
3. impossible to resell? (action on price) (2-709) |
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Term
| 2 formulas when you don't resell for breach by buyer/UCC |
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Definition
| K price - market price + I&C - expenses saved OR (for lost volume) profit + I |
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Term
| Limitations on expectation damages (6) |
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Definition
| mitigation, foreseeability, certainty, disproportionality, emotional distress, liquidated damages |
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Term
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Definition
| damages are not recoverable for loss that could have been avoided without undue risk burden or humiliation |
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Term
| Breach of Employment formula for damages |
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Definition
K price - amount earned/could have earned with reasonable effort
K price = salary x term |
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Term
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Definition
damages must be forseeable, either
1. in ordinary course of events OR
2. special circumstance OF WHICH BREACHER WAS AWARE OR SHOULD HAVE HAD REASON TO BE AWARE OF |
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Term
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Definition
| alleged loss must not be the result of undue speculation or conjecture |
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Term
| Liquidated Damages/UCC 2-718/Restatement 356 |
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Definition
| liquidated damages must be reasonable in light of anticipated or actual arm |
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Term
| disproportionality/Restatment 351 |
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Definition
| court may limit damages to avoid disproportionate compensation |
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Term
| Mental distress given when... |
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Definition
| K has elements of personality, and distress is super foreseeable |
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Term
| 2 aspects of reliance damages |
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Definition
| opportunity costs & out of pocket |
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Term
| Promissory Estoppel/Restatement 90 |
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Definition
| A promise which promisor should reasonably expect to induce action or forbearance on the part of the promisee and does induce such action or forbearance is binding if injustice can be avoided only though enforcement of promise |
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Term
| Promisorry Estoppel & Damages |
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Definition
| The remedy granted for breach may be limited as justice requires |
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Term
| 3 times when you would want restititution damages |
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Definition
its a losing contract
expectation/reliance too uncertain
you're the breacher |
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Term
| Formula for dealing with restitution |
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Definition
a. give victim non-restitution damages
b. give breacher reasonable value of services
c. give victim any restititution for benefits conferred on breacher
value of a-b+c goes to victim
recovery limited to K price for breacher
recovery not limited to K price for victim |
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Term
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Definition
| breacher worked, should be paid for the services they provided, even if they didn't perform all services the K'd to do |
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Term
| 3 times when you would use specific performance |
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Definition
| unique goods, ownership/control, NOT FOR EMPLOYMENT |
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Term
| restatment 359/specific performance given when... |
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Definition
| only given when damage to injured party would be inadequate |
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Term
| 5 factors of Promissory Estoppel |
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Definition
1. promise is made
2. promisee relies on the promise
3. reliance induced by promise
4. promisor must reasonably believe promise would induce reliance
5. injustice may only be avoided through enforcement |
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