Term
| UCC-UNIFORM COMMERCIAL CODE |
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Definition
| Originally drafted by the National Conference of Commisioners on Uniform State Law, it governs commercail transactions and has been adopted by all states, entirely or in part. |
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Term
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Definition
BILATERAL--Promise is exchanged for a promise.
UNILATERAL--a promise is exchanged for an act.
EXPRESS CONTRACT--formed through words, either oral or written
IMPLIED-IN-FACT--formed through conduct.
VOID--contract used for an illegal purpose
VOIDABLE--contract made with a minor or disabled |
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Term
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| A contract in which the buyer gives the seller consideration to keep the offer open for a stated period of time. |
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| A contract in which one party agrees to buy its requirements for a particular product from the other party. |
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| A contract in which one party agrees to deliver its entire output of a particular product to the other party. |
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| An offer made by a merchant in a signed writing that assures the buyer the offer will remain open for a specific period of time. It does not require consideration to be binding. |
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| The requirement that the acceptance exactly mirror the offer or the acceptance will be viewed as a counter offer. |
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Term
| ELEMENTS OF A BINDING CONTRACT |
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Definition
1. An offer must be made
2. an acceptance must be given
3..something of value must be exchanged(consideration) |
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Term
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Definition
1. the parties
2. the subject matter of the contract
3. the price
4. the time for performance |
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Although no contract was formed, the courts will fashion an equitable remedy to avoid unjust enrichment.
Quasai means "as if." Therefore, a quasai-contract is not a real contract, but the situation is treated "as if" there was one. |
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| Anything of value; it must be present for a valid contract to exist, and each side must give consideration. |
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| A contract formed between parties of very unequal bargaining power where the terms are so unfair as to "shock the conscience." |
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Occurs when the courts allow detrimental reliance to substitute for consideration.
For the courts to find a case of promissory estoppel:
1. a promise must be made with the intent to induce action
2. it must do so
3. the court must believe that it would be unjust not to enforce the promise |
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A valid contract that can be set aside at the option of one of the parties.
Contracts are voidable if one of the parties is a minor. |
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The ability to take back one's contractual obligations.
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Term
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| Normally food, clothing, shelter and medical treatment. |
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| A contract that is invalid even if it is not repudiated by either party |
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| A promise not to compete within a given geographic area for a specific time period. |
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| A contract formed where the weaker party has no realistic bargaining power. Typically a form contract is offered on a "take it or leave it" basis. |
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A provision that purports to waive liabilty.
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Definition
1. An intent to deceive
2. regarding material facts and
3. justifiable reliance on the deception
4. that causes harm |
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| The act of canceling the contract and returning the parties to the positions they were in prior to the contract having been formed. |
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| A guarantee, made by theseller or implied by law, regarding the character, quality, or title of the goods being sold. |
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| IMPLIED WARRANTY OF MERCHANTABILITY |
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Definition
| An implied promise that the goods being sold will be usable for the purpose for which they were sold. |
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Term
| IMPLIED WARRANTY OF FITNESS |
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Definition
| An implied promise that the goods being sold will satisfy a special purpose. |
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| An evidentiary rule that a writeen contract cannot be modified or changed by prior verbal agreements. |
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| Although a breach of contract, performance of all the essential terms of the contract will entitle the breaching party to the contractual price minues any damages caused by the breach. |
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| Such a grave failure to fulfill the contractual terms that the other party is relieved of all contractual obligations. |
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| The requirement that the goods delivered exactly meet the contractual specifications. |
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| When a third party is substituted for one of the original parties. |
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| The agreement and then the performance of something different than originally promised. |
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| The transfer by one of the original parties to the contract or all of his or her interest to a third party. |
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| The transfer by one of the original parties to the contract of his or her obligations to a third party |
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Term
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| When money damages are inadequate, a court may use this equitable remedy and order the breaching party to perform his or her contractual obligations. |
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| The requirement that the nonbreaching party take reasonable steps to limit his or her damages. |
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Term
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| Finding substitute goods. |
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| Indirect damages that must be foreseeable to be recovered. |
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Term
| LIQUIDATED DAMAGES CLAUSE |
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Definition
| A contract provision that specifies what will happen in case of breach. |
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