Term
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Definition
| Offer, Acceptance, Consideration |
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Term
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Definition
| A manifestation of a party's present intent to contract, demonstrated by a promise, undertaking, or commitment, stated in definite and certain terms, communicated to an identifiable offerree |
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Term
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Definition
An unequivocal assent to the terms of the offer made by one with the power of acceptance
Methods: promise to perform, starting to perform, complete performance
Mode: manner authorized by offer or reasonably |
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Term
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Definition
Words or conduct of the offeror terminating the offer and is effective upon receipt.
Exceptions: Option K, Merchant's Firm Offer, Detrimental Reliance |
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Term
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Definition
Words or action of the offeree rejecting the offer.
Counteroffer acts as a rejection and new offer. |
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Term
| Ways to Terminate an Offer |
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Definition
| Lapse of Time, Revocation, Rejection, Operation of Law |
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Term
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Definition
| Bargained for exchange of legal detriment or legal benefit |
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Term
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Definition
| Additional Terms, Ambiguous Terms, Parol Evidence Rule, Modification |
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Term
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Definition
Non-Merchants: Mirror rule applies, new terms are not incorporated and terms of the offer controls.
Merchants: new terms become part of the contract unless alters material terms, limited to new terms, offeror objects |
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Term
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Definition
| Courts will use ordinary meaning, custom and usage in industry, course of dealing between parties |
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Term
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Definition
| Evidence of prior or contemporaneous negotiations and agreements that contradict, modify, or vary contractual terms is inadmissible if the written contract is intended as a complete and final expression of the parties |
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Term
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Definition
Non-Merchants: Requires new consideration
Merchants: No new consideration as long as in good faith |
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Term
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Definition
| One who is: 1) identified; 2) receives performance directly; OR 3) has relationship with the promise |
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Term
| Third Party Beneficiary: Vesting |
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Definition
Rights must have vested. Occurs when:
1) manifests assent; 2) brings suit to enforce; OR 3) materially changes position |
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Term
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Definition
| Assignment of rights are generally valid unless they materially alter the obligor's duty or risk, or unless they are prohibited by law |
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Term
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Definition
| Delegation of duties is permitted except where prohibited by contract, where the duties involve personal judgment and skill or where the delegation would change the obligee's obligations |
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Term
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Definition
| A condition is an event the occurrence or nonoccurence of which will create, limit, or extinguish the absolute duty to perform |
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Term
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Definition
Precedent: must occur before duty to perform arises
Concurrent: capable of occurring together
Subsequent: cuts off existing duty to perform
Constructive: read in by courts
Also Express and Implied |
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Term
| Implied Warranty of Merchantability |
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Definition
| Seller is a merchant and warrants that goods are fit for ordinary purposes |
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Term
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Definition
| Lack of Consideration, Capacity, SOF, Illegality, Public Policy, Misrepresentation, Duress, Unconscionability, Misunderstanding, Mistake |
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Term
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Definition
Physical: Improper threat
Economical: No reasonable alternative |
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Term
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Definition
Minors lack mental capacity. Right to disaffirm by minor.
Implied Affirmation: K before capacity, capacity gained, benefits retained. |
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Term
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Definition
MY LEGS:
Marriage, Not within a Year, Land, Executor, Goods $500 and over, Surety |
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Term
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Definition
1) Applies only to sale of goods
2) Seller's performance must be perfect
3) Gives buyer option to reject |
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Term
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Definition
1) Reject any or all units
2) Within a reasonable time after delivery
3) Sue for damages |
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Term
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Definition
1) Seller reasonably believes what he sent is ok OR
2) Performance date has not yet expired |
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Term
| Installment Sales Contract |
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Definition
1) Delivery of goods in separate lots to be separately accepted
2) Reject only if substantial impairment that can't be cured |
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Term
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Definition
1) Once accepted, can't later reject
2) Implied acceptance if kept goods beyond reasonable time
3) Payment with no opportunity to inspect is not acceptance |
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Term
| Revocation of Acceptance of Goods |
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Definition
1) Nonconformity substantially impairs value of goods
2) Reasonably relied on seller's assurances
3) Revoked within reasonable time after discovery of noncomformity |
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