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Definition
a sale consists of the passing of title to goods from seller to buyer for a price |
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| is any property other than interest in real property (land) |
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Term
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Definition
is a binding agreement that the courts will enforce.
" a promise or a set of promises for the breach of which the law gives a remedy, or the performance of whic the law in some way recognizes a duty" |
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Term
| Classification of Contracts |
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Definition
- Express or Implied Contracts
- Bilateral or Unilateral Contracts
- Valid,Void, Voidable or unenforceable contracts
- Excecuted or executory contracts
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Term
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Definition
| A promise manifest or demonstrates the intention to act or refrain from acting in a specified manner |
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Term
| Requirements of a Contract |
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Definition
- Mutual assent/Agreement
- Consideration
- legality of object
- Capacity
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Term
| Mutual Assent/Agreement (requirement of a contract) |
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Definition
the parties to a contract must manifest by words or conduct that they have agreed to enter a contract. the usual method of showing mutual assent is by offer and acceptance |
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| Consideration (req for contract) |
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Definition
each party to a contract must intentionally exchange a legal benefit or incur a legal detriment as an inducement to the other party to make a return exchange |
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Legality of Object (req for contract)
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Definition
the purpose of a contract must not be criminal, tortious, or otherwise against public policy |
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Term
| Capacity (Req of a Contract) |
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Definition
the parties to a contract must have contractual capacity. Certain persons, such as adjudicated incompetents, have no legal capacity to contract, while others such as minors, incompetent persons, and intoxicated persons have limited capacity to contract. |
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Term
| Express and Implied Contracts (classification of contracts) |
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Definition
with Implied Contracts, Contracts are usually formed by conduct( eg. customer goes to pick up drug from store and show it to the clerk and walk out, clerk knows from conduct that customer is by and item at a fixed price and wants it charged to her account.
a contract in which parties manifest assent in words is a expressed contract. both contracts are enforceable
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Term
| Bilateral and Unilateral Contracts (classifcation of contracts) |
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Definition
with a bilateral contract, each party is both a promisor( a person making a promise) and a promisee (the person to whom a promise is made). a bilateral promise results from the exchange of a promise for a promise
with a Unilateral contract, only one party makes the promise. Unilateral contract results from the exchange of a promise for either performing an act or refraining from doing an act |
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Term
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Definition
| Valind contract is one that meets all the requirements of a binding contract. its an enforceable promise or agreement |
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Term
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Definition
| is an agreement that does not meet all the requirements of a binding contract. thus, its no contract at all; merely a promise or an agreement that has no legal effect. eg. is an agreement entered into by a person whom the courts have declared incompetent |
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Definition
| though defective, its not wholly lacking legal effect. its is a contract; however due to the manner in which it was formed/lack of capacity, law permits one or more of the parties to avoid. if contract is voided both parties are relieved of their legal duties created by the contracts. ( eg fraud cases) |
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Definition
| is one for the breach of which the law provides no remedy |
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Term
| Executed or Executory Contracts |
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Definition
a contract that has been fully carried out by all the parties to its is an executed contract.
Excecutory Contract applies to contracts that are still partially or entirely underperformed by one or more of the parties |
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Term
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Definition
| is a noncontractual promise, which is enforceable when it is made under circumstances that should lead the promisor reasonably to expect that the promisee, in reliance on the promise will be induced by it to take definite and substantial action/ to forbear |
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| Quasi Contracts/ Contract implied in law |
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Definition
| is an obligation imposed by law to avoid injustice. for eg james delivers and unaddressed envelope by mistake containing $100. Ama is under no contractual obligation to return it, but james is permitted to recover the $100 from Ama. Quasi contractual oligation prevents Ama from unjust enrichment |
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Term
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Definition
An offer is a definite undertaking or proposal made by one person to another indicating a willingeness to enter into a contract. the person making the offer is the offeror. the person to whom it is made is the offeree |
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Term
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Definition
to be effective, an offer must
- be communicated to the offeree
- manifest an intent to enter inot a contract and
- be sufficiently definite and certain
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Term
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Definition
is defined as honesty in fact in the conduct or transaction concerned. |
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Term
| Commercial Reasonableness |
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Definition
| is a standard deteremined in terms of the practices customary |
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Definition
| is an agreement of a buyer to purchase a seller's entire output for a stated period. |
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Definition
| is an agreement of a seller to supply a buyer with all his requirements for certain goods. |
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Term
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Definition
Ways in which an offer may be terminated, other than acceptance are through.
- lapse of time;
- revocation;
- rejection
- counteroffer
- Death or incompetency of the offeror or offeree
- Destruction of the subject matter to which offer relates
- Subsequent illegality of the type of the contract the offer proposes
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Term
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Definition
| the auctioneer at an auction sale does not make offers to sell the property being auctioned but invites offers to buy |
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Term
| Auction sale (Without reserve) |
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Definition
| if the auction sale is advertised or announced in explicit terms to be without reserve, the auctioneer may not withdraw an article for sale unless no bid is made within a reasonable time |
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Definition
| an option is a contract by which the offeror is bound to hold open and offer for a specified period of time |
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Term
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Definition
| written promise not to revoke an offer for a stated period of time |
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Term
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Definition
is defined as a person
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who is a dealer in a given type of goods
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who by his occupation hold himself out as having knowledge or skill peculiar to the goods or practices involved
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who employs an agent or broker whom he holds out as having such knowledge or skill
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Term
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Definition
| is a manifestation by the offeree of his unwillingness to accept an offer |
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Term
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Definition
| is a counter proposal from the offeree to the offeror that indicates a willingness to contract but on terms or conditions different from those contained in the original offer. counteroffers terminates original offers |
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Term
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Definition
| acceptance of an offer for a bilateral contract is some overt act by the offeree that manifest his assent to the terms of the offer, such as speaking or sending a letter or explicit or implicit communication to ther offeror. for a unilateral offer, acceptance is the performance of the requested act with the intention of accepting |
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Term
| Common law mirror image rule |
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Definition
| states that acceptance cannot vary or deviate fro the terms of the offer |
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Term
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Definition
| is any wrongful or unlawful act or threat that overcomes the free will of a party |
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Definition
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Term
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Definition
| an acceptance generally is effective upon dispatch(when sent) |
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Term
| Physical compulsion (1st type of duress) |
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Definition
| physical duress occurs when one party compels another to manifest assent to a contract through actual physical force such as pointing a gun at a person or ataking a person's hand and compelling him to sign a written contract. this type of duress renders the agreement void |
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| Improper threats (2nd type of duress) |
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Definition
| includes economic and social coercion. to compel a person to enter into a contract. this type of duress is voidable |
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Term
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Definition
| is the unfair persuasion of a person by a party in a dominant position based on a confidential relationship. eg such relationships include guardian-ward, trustee-beneficiary, agent-principal, spouses, parent-child, attorney-client, physician-patient, and clergy-parishioner. its voidable |
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Term
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Definition
| consists of a misrepresentation that deceives the defrauded person as to the very nature of the contract. Fraud in execution renders the transaction void. |
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Term
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Definition
| generally referred to as fraud/deceit. is an intentional misrepresentation of material fact by one party to the other, who consents to enter into a contract in justifiable reliance on the misrepresentation. Renders contract voidable |
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Term
| Misrepresentation (fraud representation) |
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Definition
| misleading conduct or an assertion not in accord with the facts, made through a positive statement |
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Term
| Concealment (false representation) |
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Definition
| is an action intended or known to be likely to keep another from learning a fact that otherwise he would have learned |
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Term
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Definition
| is one in which the parties owe each other no special duties and each is acting in his or her self-interest |
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Term
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Definition
| is a person in a confidential relationship who owes a duty of trust, loyalty, and confidence to another. for eg. a trustee owes a fiduciary duty to the beneficairy of the trust. |
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Term
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Definition
| a fact is an event that actually took place or a thing that actually exists. |
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Term
| a misrepresentation is material if |
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Definition
- it would be likely to induce a reasonable person to manifest assent or
- the maker knows that it would be likely to induce the recipient to do so
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Term
| Negligent Misrepresentation |
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Definition
| is a false representation that is made without due care in ascertaining its truthfulness; such representation renders agreement voidable. |
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Term
| Innocent misrepresentation |
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Definition
| is a false representation made without knowledge of its falsity but with due care |
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Term
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Definition
| is a belief that is not in accord with facts. |
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Term
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Definition
| occurs when both parties are mistake as to the same set of facts |
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Term
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Definition
| occurs when only one of the parties is mistaken. |
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Term
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Definition
| is the inducement to make a promise enforceable |
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Term
| Gratuitous (gift) Promises |
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Definition
| promise made without consideration, are not legally enforceable, except under certain circumstances. |
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Term
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Definition
| is a statement that is in the form of a promise but imposes no obligation upon the maker of the statement |
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Term
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Definition
is a contract in which a manufacturer of goods grants to a distributor an exclusive right to sell its products in a designated market. |
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Term
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Definition
| is a promise the performance of which depends upon the happening or nonhappening of an event not certain to occur(the condition) |
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Term
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Definition
results when parties to a contract mutually agree to rescind their original contract and enter into a new one. involes 3 contracts; original contract, the contract of rescission and the substitute contract. |
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Term
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Definition
is an obligation that is not contested as to its existence or its amount |
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Term
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Definition
| is an obligation whose existence or amount is contested. |
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Term
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Definition
is a measure designed to protect the public from unqualified practitioners. eg statues prescribing standards for those who seek to practice law or medicine.
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| serves simply to raise money. eg plumbers |
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Definition
is a law establishing a maximum rate of permissible interest for which a lender and borrower of money may contract. |
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Definition
| is any contract or agreement that eliminates or tend to eliminate competition or otherwise obstructs trade or commerce. one type of restraint of trade is covenant not to compete |
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Definition
is a clause that excuses one party from liability for her own tortious conduct. |
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Definition
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Term
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Definition
a minor, also called an infant is perosn who has not attained the age of legal majority. (common law had age set for 21) |
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Term
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Definition
the exercise of this power releases the minor from any liability on the contract |
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| if a person is under guardianship by court order, her contracts are |
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Definition
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Term
| if a person is mentally incompetent, the agreement is |
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Definition
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Term
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Definition
| the statue of frauds requires that certain designated types of contracts be evidenced by a writing to be enforceable. |
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Term
| Contracts withing the statute of frauds |
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Definition
- promises to answer for the duty of another
- promises of an executor to answer personally for a duty of the decedent whose funds he is admin
- agreements upon consideration of marriage
- afreements for the transfer of an interest in land
- agreements not to be performed within on year
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Definition
| Uniform Electronic Transaction Act. |
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Term
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Definition
| the suretyship provision applies to a contractual promise by a surety (promisor) to a creditor (promisee) to perform the duties of a 3rd person (principal debtor) if the principal debtor does not perform. eg mom tells merchant to extend $11 worth of credit to son and says she will pay if son defaults. Must be evidenced in writing |
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Term
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Definition
| the statute of frauds requires that all contracts that cannot be be full performed within one year of the making of the contract be in writing or in proper electronic form |
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Term
Sale of goods ($500 or more)
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Definition
| the UCC provides that contract for the sale of goods for the price of $500 or more is not enforceable unless there is some written record sufficient to indicate that a contract for sale has been made between parties. |
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Term
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Definition
| refers to any evidence, whether oral or in writing, that is outside the written contract and not incorporated into it either directly or by reference. Applies only to an intergrated contracts - that is one contained in a certain writing to which the parties have assented as being the statement of the complete and exclusive agreement/contract between them |
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