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Contracts for the International Sale of Goods |
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| When the purpose of the performance is to serve some function (e.g., roofing a warehouse to keep out the elements), the court will ask whether a reasonable person would be satisfied or dissatisfied with the performance. |
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| Satisfaction of a Third Party |
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| Some contracts require that the performance satisfy some non-party (e.g., an art critic, an architect, an independent lab). Courts tend toward the objective satisfaction standard in these cases, but some have applied the subjective satisfaction test when the third party’s expertise goes to the same factors that would lead a court to apply the subjective test if a party’s satisfaction was at stake. |
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| A condition that must be satisfied before a party’s contractual obligation to perform becomes absolute (e.g., Bob promises to hire Terry as a driver as soon as Terry gets his driver’s license). |
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| A condition the occurrence or nonoccurrence of which will terminate a party’s absolute obligation to perform (e.g., Mary agrees to let Sue stay in Mary’s spare room for as long as Sue remains unmarried) |
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| . Cntrs have to h ratified the ____. Cnty hs rsn to knw other prty is in anthr cntry. Prts not otherwise agreed to any other law govrning their cntrct. Not consumer/personal goods. Not primaril f servcs unls necessarily a pt of spc mnf one or more goods. |
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| fictional, imposed by a court to prevent and recover the value of unjust enrichment. |
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| Federal law prohibiting private employers from discrimination in hiring, promotion, and discharge against persons with disabilities. |
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| Expenses or costs that are caused by the breach of contract, such as the costs incurred in obtaining performance from another source |
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| If the party who agrees to guarantee the debt of another does so to secure a personal benefit for themselves, the statute of frauds does not require a writing. |
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| If a buyer accepts and then discovers the defect, the buyer may revoke her acceptance, and pass the risk of loss back to the seller. |
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Assignment (of Rights): A transaction whereby an obligee (the assignor) transfers her rights to some third party (the assignee). As a consequence, the assignor’s contract rights are extinguished, and the assignee may demand any performance due to the assignor.¬
An “assignment of all rights” implies both an assignment and a delegation. |
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| (of Duties): A transaction whereby an obligor (the delegator) frees himself from his duties by having some third party (the delegatee) perform those duties. Despite his delegation, the delegator remains liable for his contract duties if the delegatee fails to perform. |
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| A party who, by a bill of lading, warehouse receipt, or other document of title, acknowledges possession of goods or contracts to deliver them. |
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| A debt whose amount may be disagreed on by reasonable persons. |
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| A debt whose amount has been ascertained, fixed, agreed on, settled, or exactly determined. |
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| Tangible employment action |
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| and/or retaliation by an employer or supervisor is certainly evidence of improper conduct in this and similar areas. |
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| Lilly Ledbetter Fair Pay Act |
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| Each time an employer pays an employee a discriminatory wage, the employee has a new cause of action against the employer. In other words, an employee does not waive her right to sue by keeping her job while trying to remedy the discrimination. |
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| Quid pro quo/hostile environment |
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| Granting employment, job promotions, or other benefits in return for sexual favors, or refusing (or threatening refusal) to hire, promote, or extend other employment benefits if sexual favors are refused. Language or conduct that is so sexually offensive |
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| In most situations, the non-breaching party has a duty to take whatever action is reasonable to minimize the damages caused by the breach. |
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| Damages resulting indirectly from the breach, which were reasonably foreseeable to the breaching party at the time the breach occurred. |
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| The offeree may reject the offer, in which case the offer terminates when the offeror receives notice of the rejection. |
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Merchant’s Written Confirmation: If a contract for the sale of goods is between two merchants, a written confirmation signed and sent by one merchant and sufficient to enforce the contract against the sending merchant is also sufficient to enforce the contract against the receiving merchant unless she objects in writing within 10 days of receiving the confirmation.
Specially Manufactured Goods: An oral contract is enforceable if it is for (1) goods that are specially manufactured or obtained for the buyer/lessee, (2) not suitable for sale or lease to others in the seller’s/lessor’s ordinary course of business, and (3) the seller/lessor has substantially started to manufacture or otherwise obtain the goods.
Judicial Admission: An oral contract is enforceable if the party against whom enforcement is sought admits its existence in pleadings, testimony, or other court proceedings, but only to the extent of the quantity of goods so admitted.
Partial Performance: An oral contract is enforceable if (1) the buyer has made and the seller has accepted payment for the goods, or (2) the buyer/lessee has received and accepted the goods – but, only to the extent of the quantity paid for or accepted, respectively. |
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| A provision precluding damages for certain types of breaches. |
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| A bilateral contract arises when the offeror gives her promise in exchange for the offeree’s return promise (e.g., X promises to deliver a car to Y, and Y promises to pay X an agreed price |
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| Uniform Electronic Transactions Act |
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| Uniform Electronic Transactions Act (UETA) |
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Model state law – enacted by 47 states and D.C. – recognizing the validity of electronic contracts, records, signatures, and notarization.
UETA only applies if all parties to a transaction have explicitly or impliedly agreed to conduct the transaction using electronic means.
UETA provides statutory rules governing attribution, the effects of procedural and substantive errors in an electronic record, and the effective time for sending and receiving electronic records relating to a transaction.
UETA recognizes encrypted digital signatures, names (intended as signatures) at the end of e-mail messages, and clicks on a Web page intended to identify the person making the click.
Electronic Signatures in Global and National Commerce Act (E-SIGN): Federal legislation recognizing the validity of electronic contracts, records, and signatures.
By its terms, E-SIGN yields to UETA if the state whose law governs a contract has enacted UETA. |
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| An agreement whereby one party forfeits its rights to pursue a legal claim against another party. |
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| Anticipatory Breach or repudiation |
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| A statement or action by a party to a contract indicating that she will not or cannot perform a contractual obligation due to be performed in the future. |
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A written, signed offer that is irrevocable, without the payment of consideration required to keep an option open, for
(1) a stated period of time, or
(2) if no period is stated, a reasonable period of time, but
(3) in any event, no more than three (3) months. |
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| Prior conduct between the parties to the contract that establishes a common basis for their understanding. |
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| The conduct of the parties to the agreement under this agreement |
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an agreement whereby
(1) one person (the lessor)
(2) transfers to another person (the lessee)
(3) the rights to temporarily possess and use goods
(4) in exchange for rental payments or other value. |
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| 5% rule we agreed to in class |
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| Goods that are alike by physical nature, by agreement, or by trade usage (e.g., grains of wheat, barrels of like-grade oil). Identification of these goods occurs when the goods are shipped, marked, or otherwise designated by the seller or lessor for delivery to the buyer or lessee. |
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| Any term, practice, or method of dealing having such regularity of observance in a place, vocation, or trade that it is reasonably expected to be observed by the transaction in question. |
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A child may be deemed a legal adult if
(1) her parents or legal guardian relinquish legal control
(2) she engaged in business as an adult, or
(3) she successfully petitions a court to divest her parents or guardian of legal control. |
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| Some other states fraud damages ( promised value) |
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| Specially Manufactured Goods |
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| An oral contract is enforceable if it is for (1) goods that are specially manufactured or obtained for the buyer/lessee, (2) not suitable for sale or lease to others in the seller’s/lessor’s ordinary course of business, and (3) the seller/lessor has substantially started to manufacture or otherwise obtain the goods. |
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| In most situations, the non-breaching party has a duty to take whatever action is reasonable to minimize the damages caused by the breach. |
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| Promises made in return for acts or events that have already taken place are unenforceable for lack of sufficient consideration. |
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| promise to do (or refrain from doing) what one already has a legal duty to do (or refrain from doing) generally does not constitute legally sufficient consideration. |
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| occurs when an employer causes an employee’s working conditions to be so intolerable that a reasonable person in the employee’s position would feel compelled to quit. |
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| arises when the offeree can only accept the offer by performance (e.g., X delivers a car to Y, who promises to pay X an agreed price). |
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| A bilateral contract arises when the offeror gives her promise in exchange for the offeree’s return promise (e.g., X promises to deliver a car to Y, and Y promises to pay X an agreed price). |
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| An agreement whereby one party forfeits its rights to pursue a legal claim against another party. |
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| Requiring the breaching party to perform exactly as called for in the contract. |
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| has not yet been fully performed by one or more parties. |
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| Acceptance changes flowchart |
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| As a general principle, equity requires that when one party confers something of value or other benefit, the other party must pay a reasonable value (in money or other valuable goods or services) for it. |
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| Deposited acceptance rule |
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| An acceptance is generally effective when the offeree dispatches it by an authorized means of communication. |
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| Age Discrimination in Employment Act |
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| Age Discrimination in Employment Act |
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Federal law prohibiting
(1) employment discrimination on the basis of age against persons 40 years of age and older, and
(2) mandatory retirement for non-managerial employees. |
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Lapse of Time: An offer terminates automatically when the time period specified in the offer expires.
If no time period is stated in the terms of the offer, then the offer will terminate after a reasonable period of time has expired.
Destruction of Subject Matter: An offer terminates automatically if the subject matter of the contract (i.e., goods, property) is destroyed prior to acceptance.
Death or Incompetence: An offeree’s power to accept is terminated when the offeree or the offeror dies or is deprived of legal capacity to enter into the contract, unless the offer is irrevocable, in which case only the offeree’s death or incompetence will terminate the offer.
Supervening Illegality: A statute or court action that makes a previously valid offer illegal will automatically terminate the offer. |
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| An agreement to substitute a contractual obligation for some other type of legal action based on a valid claim. |
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| Compelling an innocent party to enter into a contract by threatening to harm him or another person, or his livelihood, if he does not agree to the contract. |
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| Bona Fide Occupational Qualification |
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| Bona Fide Occupational Qualification |
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| Identifiable characteristics – such as gender, national origin, or religious belief – are reasonably necessary to the normal operation of a business (e.g., a men’s swimwear company may hire only male models). |
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| New York Fraud damages ( out of pocket) |
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| NY Rules on Past Consideration and Pre-existing Duty |
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| An agreement between the parties to accept different performance than originally promised. |
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| Intentional disparate treatment discrimination |
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- Intentional discrimination by an employer against employees or applicants who are members of a protected class (e.g., African-Americans, females, disabled persons). To state a prima facie disparate treatment claim, a plaintiff must prove that:
(1) she is a member of a protected class;
(2) she applied and was qualified for, or was employed in, the position in question;
(3) she was rejected, demoted, or terminated by the employer; and
(4) the employer subsequently filled the position with a person not in a protected class. |
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| Unintentional disparate impact discrimination |
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| Anticipatory breach and 1,2,3 options |
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| Ellerth Faragher Affirmative Defense |
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| When an employer is accused of allowing sexual harassment by one of its supervisors and therefore liable for that claim as well, that employer can defend itself by demonstrating that: |
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| A voluntary act by the offeree – either in the form of words or of conduct – indicating the offeree’s agreement to the offer’s terms. |
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| Offer must be communicated and authorized for acceptance to be valid |
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| The offeror’s promise or commitment to perform or refrain from performing some specified future act. |
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