Term
| Common law Parole evidence rule |
|
Definition
1.the term is collateral to the written agreement
2.the term is not contradictory of anything in the writing
3.the term is not the sort that one would expect the parties to include in the writing |
|
|
Term
|
Definition
1.must be collateral to writing
2.must not contradict the terms in writing |
|
|
Term
| Must be committed to writing under the UCC if the agreement |
|
Definition
1.for the sale of goods greater than or equal to 500/$5000
2.real estate contracts
3.surety agreements (where guarantor must sign i.e. rent agreements)
4.cannot be performed on its face within one year |
|
|
Term
| Must be committed to writing under common-law statute of frauds |
|
Definition
1.real estate purchasing agreements
2.surety agreements
3.contracts that cannot on the face of the terms be performed within one year |
|
|
Term
| Elements of quasi-contract |
|
Definition
1.plaintiff confers benefit upon defendant
2.defendant acknowledges (appreciate, recognizes) the benefit
3.defendant retains benefit
4.injustice would result if plaintiff not compensated |
|
|
Term
| Elements of promissory estoppel |
|
Definition
1.promise which the promisor can reasonably expect to induce action/forbearance of substantial character by promisee
2.promisee is actually reasonably relies on the promise of the promisor to their detriment
3.injustice would result if promise is not enforced |
|
|
Term
|
Definition
| A promise or set of promises for the breach of which the law provides a remedy |
|
|
Term
| Three elements of typical contract |
|
Definition
1.offer
2.acceptance
3.consideration |
|
|
Term
|
Definition
| A promise to do what one is already bound to do by law is not valid consideration |
|
|
Term
| common-law pre-existing duty rule |
|
Definition
1.exchange new consideration
2.must be voluntary (no coercion/duress)
3. must be made before performance by the parties
4.must be made in light of unanticipated circumstances |
|
|
Term
| "Modern trend" (second restatement) pre-existing duty rule |
|
Definition
1.neither party fully performed
2.modification is fair and equitable under circumstances not anticipated by the parties at the formation of contract |
|
|
Term
| UCC Pre-existing duty rule |
|
Definition
1.no new consideration needed
2.modification made in good faith
3.must be voluntarily created |
|
|
Term
| How to destroy contractual obligation |
|
Definition
| By exchanging new consideration |
|
|
Term
|
Definition
| A promise which leads to the power of acceptance |
|
|
Term
| objective test of an offer |
|
Definition
| Whether a reasonable person similarly situated would have understood it as an offer. Involves outward expression of intent to contract. |
|
|
Term
| Fixed purpose test of an offer |
|
Definition
Looks to
1.tone (seriousness)
2.the audience (who has power to accept? Narrow or broad
3.specificity of the terms
4.language of commitment or promise
5.contextual evidence |
|
|
Term
| common law mirror image rule |
|
Definition
1.Offer only leads to power of acceptance if it is a precise mirror image of offer.
2.offeree cannot pick and choose terms
3.if they do it is a counter offer |
|
|
Term
|
Definition
| Default rule of acceptance. When the offer puts acceptance in the mailbox, valid acceptance. Parties can contract around it since the offeror is master of the offer. They control the mode of acceptance |
|
|
Term
|
Definition
1.bargained for exchange/meeting of the minds
2. Reciprocal inducement/mutuality of obligation
3.without the two above no consideration |
|
|
Term
|
Definition
| Involves a promise for Performance |
|
|
Term
|
Definition
| Is where there is bargain made in form, but lacks substance. Example: past sex not valid consideration, idea need not be novel the parties just have to ascribe value to it. |
|
|
Term
|
Definition
| Seek to place the non breaching party in the position they would have occupied had the promise not been broken by the breaching party. Fulfills expectation interest a.k.a. what the party expected to get per the contract. |
|
|
Term
| Specific performance tenured as expectation damages when: |
|
Definition
1.the contract was for a one-of-a-kind good
2.the contract was for land/real estate (considered unique for specific performance)
3.where irreparable harm would occur to the non breaching party |
|
|
Term
| restitution/compensatory damages |
|
Definition
| Seek to put the non breaching party in the position it would have occupied prior to entering into the contract. |
|
|
Term
| courts refuse to compel a party to do something they refuse to do for specific performance. |
|
Definition
| It would violate the 13th amendment banning slavery |
|
|
Term
| Nonpecuniary damages are given for |
|
Definition
1.emotional distress
2.physical injury
3.injury to psyche, reputation, or disfigurement |
|
|
Term
|
Definition
| Are damages which arise in the natural course of things. cannot recover for damages unless they could "reasonably contemplate" or foresee happening at the time of contract formation |
|
|
Term
|
Definition
| No "meeting of the minds"/consensus on the terms. Example in Peerless |
|
|
Term
| If there exists latent ambiguity in contract formation |
|
Definition
| There is a lack of consideration, and therefore no contract |
|
|
Term
| If there is latent ambiguity in contract formation |
|
Definition
1.the parties can affirm the agreement by acknowledging that there existed a contract/agreement
2.then they can reform the contract to have a meeting of the minds by coming to a consensus on the terms which were ambiguous in the first contract |
|
|
Term
|
Definition
| A contract which is a promise for a promise. |
|
|
