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| Moral principles & values applied to social behavior |
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| Ethics in a bus context; a consensus of right/wrong behavior in a bus. Application of moral principles to situations arising in a bus setting |
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| Min degree of ethical behavior expected of a bus firm, which is usually defined as compliance w the law |
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| Resoning process in which an ind links their moral convictions/eth standards to a situation at hand |
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| Immanuel Kant. Concept of guide for eth behv. To define right/wrong: What would happen if everyone else in the same situation behaved this way. |
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| Life, freedom, happiness are fundamentally due all humans. To define right/wrong: how does action in question affect various groups? (Ex. Shareholders, CEOs, society as a whole, consumers) |
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| Eth reasoning approach that evaluates behv on its consequences for those who will be affected by it. To this thinking, a “good” choice is what results in the best situation for the highest number of people. |
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| An assertion that something will/will not happen in the future |
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| Exemplifies what society deems as promises that should be legally binding. Reflects our social values, interests, expectations. Shows what excuses society will accept for breaking such promises. |
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| A court-enforceable agreement. Formed by 2plus competent agreeing parties, for consideration, to perform/refrain from a future lgl ax in future |
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| Theory under which intent to form K is judged by outward, objective facts (what the party said upon entrance into K, how they acted/appeared, & circumstances surrounding the transaction) as interpreted by a reasonable person v. the party’s own secret/subjective intentions |
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Agreement – offer/acceptance
Consideration – promises made must be supported by legally sufficient/bargained-for consideration (thing of value rec’d/promised to convince other person to make a deal)
Contractural Capacity – both parties must have legally acceptable capacities to enter into K
Legality
In the absence of any of these, no K has been formed. |
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| K type arising when a promise is exchanged for a return promise. [Ex: X agrees to buy Y’s car @ a specified price.]- No performance, such as pymt of $/delivery of goods, need take place for formation of K. K is born when promises are made. |
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| K type arising when an offer can be accepted only by performance of offeree. The promise for an act. [Ex: X says to Y “If you drive my car from A to B, I give you $1000.”] – Only on Y’s completion of delivering the car to B, does she accept X’s offer. There are no lgl consequences if Y does not. |
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| K that by law requires a specific form to be valid. Includes 1) K under seal 2) recognizances 3) negotiable instruments 4) letters of credit |
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| INFORMAL Ks (aka SIMPLE Ks) |
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| K that does not require a specified form/formality to be valid. |
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| K in which terms of the agreement are stated in words, oral/written. [Ex: a signed lease for an apt, person accepts your offer to sell them your txtbks for $75) |
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| K formed in whole/part from conduct of parties (as opposed to express K) |
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| REQUIREMENTS FOR AN IMPLIED-IN-FACT K |
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Plaintiff furnished svc/property
Plaintiff expected to be paid for said svc/prop, & Defendant knew/should’ve known that pymt was expected (by using theory-of-Ks test)
Defendant had chance to reject svc/property & did not |
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| K resulting when elements for formation (Agreement, Consideration, Capacity, Legality) are present |
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| Legally avoidable, cancellable, annulled K, at option of both parties. |
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| Valid K rendered unenforceable by statute/law |
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| A fictional K imposed on parties by a court in the interest of fair/justice. Usually imposed to avoid unjust enrichment of one party at expense of another |
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| Mtg of 2plus minds regarding terms of a K. Usually broken down to 2 events; one party’s offer form a K, and acceptance of that offer by the party to whom offer was made. |
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Promise/commitment to perform/refrain from a specified act in the future. 3 elements needed for offer to be effective:
Must be serious, objective intent by OO
Terms must be reasonable certain/definite so that parties/court can ascertain same
Offer must be communicated to OE |
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| In K law, the w/d of an offer by OO. Unless offer is irrevocable, it can be revoked at any time bf acceptance w/o liability |
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| K under which OO cannot revoke their offer for a stipulated time period. OE can accept/reject offer during this time w/o fear that it will be made to another. OE must give consideration for the option (irrevocable offer) to be enforceable. If no time specified, a “reasonable” amount of time is assumed. |
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| OE’s response to an offer in which OE rejects the original offer & concurrently makes a new offer |
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| Common law rule that requires the terms of the OE’s acceptance adhere exactly to OO’s terms for a valid K to be formed |
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| O lawfully terminates when window specified within expires. If date is given, midnight of same is considered termination deadline. Window begins from OE’s receipt of O, not OO’s extension. (If delayed by mail, period begins on date OE would have received O, but ONLY if OO knows/should know that O is delayed. If no window specified, “reasonable amount of time” tbd by subject matter of K, bus & mkt condition, & other relevant circumstances. |
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| DEATH/INCOMPETENCE OF OO/OE |
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| OE’s power of acceptance terminates when OO/OE dies or is deprived og lgl capacity to enter proposed K – UNLESS the O is irrevocable. Os are personal to the parties and not transferable to decedent’s heirs/guardian/estate. This applied with/wo notice to either party of other party’s forthcoming demise. |
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| Voluntary act by OE showing assent to terms of an O. Can consist of words/conduct |
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| Rule providing that acceptance of an O is effective on dispatch (placement in official mailbox)if mail is expressly/impliedly an authorized means of acceptance to the OO |
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| Generally, the value given in return for a promise. Must be something of lglly sufficient value, and there must be a bargained-for exchange. |
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| Act of refraining from an ax that one has a lgl right to undertake |
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| A remedy whereby a K is cancelled & parties returned to pre-K positions. May be effected thru mutual consent of parties’ conduct/court decree |
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| An act that occurs bf K is made & which ordinarily, by itself, cannot be consideration for a later promise to pay for the act. – You can bargain for something to take place now/in future, but not for something that has already taken place. |
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| Uncertain terms in a K that do not express the actual promise of the PO. Could be a clause promising a bonus to EEs based on a criteria of performance, but then stating that the execution of said duty itself will be at “the discretion of management”. This does not create an enforceable K. |
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| A common means of settling a disputed claim for a lesser amt than creditor purports to be owed. Creditor’s acceptance of this O creates an accord (agreement). When accord is executed, satisfaction occurs. |
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| K in which one party forfeits the right to pursue lgl claim against the other party. Binding if they are 1) given in good faith 2) stated in a signed writing 3) accompanied by consideration. These usually bar further recovery. |
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| An agreement to sub a contractural obligation for some other type of lgl ax based on a valid claim. These do not always bar further recovery. [EX. Mira screws up your car but agrees to pay the $1000 in damages if you agree not to take the tort to court. She never pays. You can bring ax for breach of K.] |
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| A doctrine that applies when a PO makes a clear promise on which PE justifiably relies. Such a promise is binding if justice will be better served by the enforcement of the promise. Also called detrimental reliance. [EX. Uncle Mike promises me $150/wk so I can quit my job. I quit my job, he then doesn’t pay. Under this doctrine, I can probably enforce this promise. |
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| A doctrine that applies when a PO makes a clear promise on which PE justifiably relies. Such a promise is binding if justice will be better served by the enforcement of the promise. Also called detrimental reliance. [EX. Uncle Mike promises me $150/wk so I can quit my job. I quit my job, he then doesn’t pay. Under this doctrine, I can probably enforce this promise. |
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| The threshold mental capacity rq’d by law for a party who enters a K to be bound by same |
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| Lgl avoidance/setting aside of a contractural obligation |
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| Challenging an illegal rate of interest |
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| State/local laws disallowing commercial activities on Sunday. These are often not enforced these days, and deemed unconstitutional on grounds of adversity to freedom of religion. |
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| A court-ordered correction of a written K to make it reflect the true intentions of parties/prevents undue hardship/burden |
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| “Standard form” K, such as one between a large-scale retailer & consumer, in which stronger party dictates terms |
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| Clause releasing a contractual party from liability in event of physical/monetary injury, regardless of fault |
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| State laws regulating the offer/sale of securities |
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| A fact to which a reasonable person would attach importance in determining their course of ax |
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| Mistake occurring when one party to a K is mistaken as to a material fact; K normally still enforceable. [ EX: A intends to sell her home to B for $17,500 and types a letter to B but incorrectly types $15,700. B accepts. This lglly binds A to sell B the home for $15,700.] However, if B knew this was incorrect, K may not be enforceable. Also, if a simple, minor error was made in one of the four basic math functions, K may not be enforceable. |
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| Mistake occurring when both parties to a K are mistaken about the same material fact & mistake is one that a reasonable person would make; either party can rescind K. |
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| MISREPRESENTATION BY CONDUCT |
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| A seller fraudulently preventing a buyer from learning a fact that is material to the K. [EX: X contracts to buy a racehorse from Y. Horse is blind in one eyes, but Y conceals this by keeping the horse turned to the opposite side upon initial inspection by X. This is fraud and renders K unenforceable. |
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| X is selling land to Y. X tells Y he can build a building as high as he wants on the land, when in fact, ordinance is in place that a bldg may only be 2 stories tall. Y will still be held accountable for this K bc it was his job to clarify for himself the parameters of the law. He should have asked an atty before entering into K. This does not *ordinarily* relieve a party from K. An exception is if X were in a profession known to require a greater knowledge of the law than the common person. |
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| MISREPRESENTATION BY SILENCE |
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| Usually, neither party is duty bound to come forward and disclose facts, and a K will not be voided bc necessary info has been withheld. However, if you are lied after being asked directly, you have committed fraudulent misrepresentation |
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| Knowledge by the misrepresenting party that material facts have been omitted w/ intent to deceive. |
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| INNOCENT MISREPRESENTATION |
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| A party makes incorrect statements that they believe to be true. This is not fraud. Aggrieved party can rescind the K but usually not seek damages. |
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| NEGLIGENT MISREPRESENTATION |
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| A party makes incorrect statements due to carelessness, believing the stmt to be true. This is negligent misrepresentation if the party failed to exercise reasonable care in uncovering/disclosing facts, or does not use the skill/competence their profession requires. This is treated as fraudulent misrepresentation, even though the stating party didn’t know. |
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| A state statute under which certain types of Ks must be in writing to be enforceable |
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1. Ks involving interest in land
2. Ks that cannot by their terms be performed w/in one yr from date of formation
3. Collateral Ks, such as promises to answer for the debt/duty of another
4. Ks for the sale of goods priced at $500plus ($5000plus per the 2003 UCC) |
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| A secondary promise that is ancillary to a principal transaction/primary contractual relationship, such as a promise made by one person person to pay the debts of another if the latter fails to perform. Must normally be in writing to be enforceable. |
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| EXCEPTIONS TO STATUTE OF FRAUDS |
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1. PARTIAL PERFORMANCE
2. ADMISSIONS
3. PROMISSORY ESTOPPEL
4. SPECIAL EXCEPTIONS UNDER THE UCC |
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| A substantive K rule, a procedural rule of evidence, under which a court won’t receive into evidence the parties’ prior negotiations, agreements, or contemporaneous oral agreements if that evidence contradicts/varies the terms of their written K. |
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| A written K that constitutes the final expression of the parties’ ag. If a K is integrated, evidence extraneous to the K that contradicts/alters its meaning in any way is inadmissible |
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| Obligation termination. In K law, this occurs when parties have fully performed their cont’l obligations/when events, party conduct, or law operation releases the parties from performance |
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| The fulfillment of one’s duties arising under a K w/ another. The typical way of discharging one’s contractual obligs |
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| Cond that must be met bf a party’s promise becomes absolute |
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| Cond that if unfulfilled, operates to terminate a party’s absolute promise to perform |
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| Qualification/provision/clause in a contractual ag. The presence/nonpresence of which creates/suspends/terminates the obligations of contracting parties |
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| Conditions that must occur/be performed at the same time; are mutually dependent. No obligations arise until these conditions are simultaneously performed. |
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| An unconditional O to perform an obligation by a person who is ready/willing/able |
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| Legally inexcusable failure of a PO to perform contractual obligations |
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| Assertion/action by party saying that they will not perform an obligation to which they are contractually bound for the future |
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| Agreed-upon substitution of a new K for an old. Rights under old are terminated. Typically involves substitution of new person responsible for K & removal of original party’s rights & K duties. |
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| IMPOSSIBILITY OF PERFORMANCE |
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| Doctrine under which a K party is absolved of duty when said duty becomes objectively impossible/totally impractical to perform, thru no fault of either party. |
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