Term
| What is the general test for the reasonably-certain terms requirement? |
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Definition
| The bargain, after incorporating any implied-in-fact and implied-in-law terms, must be so definite in its terms that the promises and performances to be rendered by each party are reasonably certain. |
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Term
| A bargain can lack reasnably-certain terms in what three ways? |
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Definition
| Vague term, a gap, or agreement to agree. |
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Term
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Definition
| A term whose meaning is unclear on its face. |
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Term
| A vague term is also called what? |
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Definition
| A patently ambiguous term. |
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Term
| What is a gap in a bargain? |
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Definition
| When the agreement fails to address a particular matter. |
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Term
| What is an agreement to agree? |
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Definition
| When the parties agree to fill a contract gap in the future with a mutually-agreeable term. |
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Term
| True or false: A bargain will only fail to be a contract because of the reasonably-certain terms requirement if the uncertainty relates to a material term. |
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Definition
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Term
| A bargain will only fail to be a contract because of a vague term if that term is so vague that what? |
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Definition
| A reasonable person would not know what has been promised or agreed upon. |
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Term
| True or false: The U.C.C. rejects the reasonably-certain terms requirement. |
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Definition
| False. Although it is often said that it has relaxed the requirement, and the U.C.C. is aggressive in filling gaps, there has not been a complete rejection of the reasonably-certain terms requirement by the U.C.C. |
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Term
| When the parties have entered into a bargain that omits an essential term, how will the court decide how to fill the gap? |
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Definition
| It will supply a term as directed by a statute (such as the U.C.C.) or, in the absence of a statutory directive, a term that is reasonable in circumstances. |
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Term
| True or false: When the court fills a gap in a bargain, the term supplied by the court is an implied-in-fact term. |
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Definition
| False. It is an implied-in-law term. If there is an implied-in-fact term, there is no gap, even though the term was not express. |
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Term
| Under what circumstances will a court refuse to fill a gap in a bargain? |
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Definition
| Usually only when the omitted term is important and relates to a matter that is particularly subjective, such that it is difficult or impossible to say what would be "reasonable in the circumstances." |
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Term
| What is the rule regarding a court supplying a price when a price term is omitted? |
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Definition
| As long as the parties intended to conclude a contract (objectively determined), the court fills in a reasonable price with respect to contracts for the sale of goods or for services. |
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Term
| True or false: Under the U.C.C., courts will not fill in a price term if the parties agreed to agree on a price. |
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Definition
| False. Under the U.C.C., court will fill in a reasonable price even when the parties agreed to agree on a price in the future and failed to do so. This is different from what most courts will do under the common law. |
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Term
| True or false: Most courts will not supply a price for the sale of land. |
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Definition
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Term
| True or false: Even though the parties fail to agree on a time or place for delivery of goods, the contract will not fail for indefiniteness. |
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Definition
| True. The U.C.C. specifies how to determine the time and place for delivery when such terms are omitted, and under the common law the law implies a promise to perform within a "reasonable time." |
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Term
| True or false: A failure to agree on the quantity of goods to be sold renders the agreement too indefinite. |
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Definition
| True, except for output and requirements contracts. |
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Term
| True or false: A claim for promissory estoppel does not require that the promise be reasonably certain. |
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Definition
| True, though an indefinite promise might mean any reliance was unreasonable, which is a factor in deciding whether injustice would occur from not enforcing the promise. |
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Term
| True or false: A person who renders a performance under an agreement that cannot be enforced against the recipient by reason of indefiniteness has a claim in quasi-contract against the recipient as necessary to prevent unjust enrichment. |
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Definition
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Term
| With the exception of the U.C.C. and price terms, an agreement to agree with respect to a material term generally renders the bargain too indefinite to enforce. |
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Definition
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Term
| True or false: If a bargain fails to be a contract because of a latently ambiguous term, the bargain failed the reasonably-certain terms requirement. |
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Definition
| False. It failed to be a contract because of the misunderstanding (Peerless) doctrine, which means there was no manifestation of mutual assent. |
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Term
| If an apparent offer has gaps or patently ambiguous terms, which two elements of contract formation would this fact be relevant to? |
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Definition
| Manifestation of mutual assent (specifically, element three of offer) and reasonably-certain terms. |
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