| Terms |
Definitions |
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can't
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cannot
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I have
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I've
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I am
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I'am
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He is
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He's
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she is
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she's
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will not
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won't
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you will
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you'll
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who is
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who's
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I would
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I'd
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Delegation
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Transfer of contractual duties
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Boilerplate
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Standard provisions employed commonly in contracts of a particular kind, and often set out in preprinted standard form contract.
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promise
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reasonably and detrimentally relied upon
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Manifesting Assent Mnemonic
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OPP:Acceptance by OFFER: manifestation of assent to terms thereof made by the offeree in a manner invited or required by the offerAcceptance by PERFORMANCE: requires at least part of what the offer requests to be performed or tendered AND includes acceptance by a performance which operates as a return promiseAcceptance by PROMISE: requires that the offeree complete every act essential to the making of the promise
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Specific Performance/Injunction
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Equitable remedy. Unclean hands, adequacy of remedy at law, etc.
1.Contracts for sale of real estate (in rem)
2.Contract for sale of goods: unique goods or other appropriate circumstances (“art”, “custom made”, “antique”)
3.Contract for services: no specific performance, possible injunctive relief
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circumscribe
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to draw a line around; encircle:
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policy entrepreneurs
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people who invest their political "capital" in an issue
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2 parties
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cannot enter into contract with onself unless one person acts as two distinct legal entities.
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Consideration Alternatives
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NOT SealsPromise to satisfy existing obligation if: - Written- There is legal defensePromissory Estoppel- Promise- Reasonable Reliance- Enforcement needed to avoid injustice
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pela
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por + a = pela
por + la
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Discharge by Rescission
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Mutual Rescission: Both parties expressly agree to it. Must be executory (not performed) on both sides. May be made orally unless subject matter is within SF.
Unilateral Rescission: May be unilateral where only one of the parties to the contract desires to rescind it. In this case, that party must have adequate legal grounds.
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Disaffirm
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To repudiate, to revoke consent; to disclaim the intent to be bound by an earlier transaction. To declare a voidable contract to be void.
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Force majeure
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A force beyond the control of parties, such as a natural disaster or war - clause in a K is one that releases a party from performance if that performances is rendered impracticable as a result of such uncontrollable event.
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to delegate
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the person accepting the duties must provide comprable performance.
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Additional Terms (UCC)
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Count as AcceptanceNew terms added unless:- Materially changes the offer- Offeror objects to change
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My Legs
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Agreements Covered by the Statute of Frauds
- Marriage
- Year (within one)
- Land
- Executor (or Administrator)
- Goods ($500 or more)
- Surety
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Absence of Agreement
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- Mutal Mistake
- Unilateral mistake
- Mistake by intermediary
- Latent ambiguity mistakes
- Misrepresentation
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Insurable Interest
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B has insurable interest in ID'd goods
S has insurable interest as long as she has title or security interest
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circumference
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the outer boundary, esp. of a circular area; perimeter:
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Unilateral Mistakes
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Cannot take advantage of a unilateral mistake that you knew or should have known of.
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30-second
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Once the news has been found it is then compressed into a ______ news segment
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accord and satisfactions
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under this defense, the accord amends the orginal agree by sub a new performance, all parties agreed.
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Quasi Contract
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parties acted as if there were a contract in place
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Can an offer be revoked after it has been accepted?
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no
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Unenforceable Contract
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One otherwise valid but for which some defense exists extraneous to formation (e.g., violates the Statute of Frauds).
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Acceptances Generally
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- Person to whom offer addressed may accept.
- Acceptance must be communicated by a r/able means unless offer states
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Who is liable after novation? Excuses the contracted performance of the party who is substituted for or replaced.
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Delegation v. Novation?
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usage of trade
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method of dealing commonly used in a particular field
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Modes of Acceptance
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- true contract ALWAYS has a promise- at least one promise (unilateral vs. bilateral contracts)- where offeror invites acceptance by choice of offeree, then the beginning of the performance acts as a promise to complete the performance
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Batsakis v. Demotsis
Adequacy of consideration = irrelevant
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Mere inadequacy of consideration will not void a contract
R2C 79(b): If the requirement of consideration is MET, there's no additional requirement of equivalence in value's exchanged
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Performance and Services Contracts (Statute of Frauds)
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1)Full performance by either party satisfies the statute of frauds
2)Part performance of a service contract does not satisfy the statute of frauds
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Exceptions to Parol Evidence Rule
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- Formation defects
- Existence of condition precedent
- Intent re: ambiguous terms
- Consideration problems
- Prio valid agreement that is incorrectly reflected in the writing
- Collateral agreememnt if it does not contradict or vary writing, and is not so closely cnnected as to be a part of the main.
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what are the requirements for a valid contract
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agreement, consideration,contractual capacity,legality
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Error of Judgment Rule
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The doctrine that a professional is not liable to a client for advice or an opinion given in good faith and with an honest belief that the advice was in the client’s best interests, but that was based on a mistake either in judgment or in analyzing an uns
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If a contract is a losing contract, what must be deducted from reliance damages?
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amount lost on contract
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Defenses (3rd party beneficiary)
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If the 3rd sues the promisor, the promisor can assert any defense that he would have had if sued by the promisee
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Agreements Subject to Statute of Frauds (SF)
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(1) Promises by executors or administrators to pay estate's debts out of their own funds.
(2) Promises to answer for the debt or default of another.
(3) Promises made in consideration of marriage.
(4) Promises creating an interest in land.
(5) Promises that by their terms cannot be performed within a year.
(6) Agreements for the sale of goods for $500 or more except specially manufactured goods, a written confirmation of an oral agreement between merchants, admission in pleadings or court that a contract for goods existed, or partial payment or delivery made and accepted.
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What if the buyer breaches?
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Seller may
- w/hold delivery
- Stop delivery
- Resell and recover the difference
- Recover damages for non-acceptance
- If buyer has already accepted or if seller unable to resell, may recover K price
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Note: bargaining is not a counteroffer and does not terminate the original offer
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Effect of a conditional acceptance?
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Defects rendering title Unmarketable
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o Defects in record / change of title, variations in description of land from deed to deed,
o Defects in the execution of a deed (missing a signature)
o Title acquired by adverse possession
o Encumbrances (except de minimis) such as mortgages, easements,
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Consideration forms #2 & #3
(Liability in the absence of BFE)
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No actual consideration but form shows liability as condiseration
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When does a third-party beneficiary acquire contractual rights?
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A third-party can enforce a contract only when his rights have vested. This occurs when he:
(1) manifests assent to a promise in the manner requested by the parties;
(2) brings a suit to enforce the promise; or
(3) materially changes the position in justifiable reliance on the promise.
Prior to vesting, the promisee and promisor are free to modify or rescind the beneficiary's rights under the contract.
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what are the elements of promissory estoppel
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clear and definite promise, promisee must justifiably rely on the promise, reliance normally must be of substantial and definite character, and justice will be better served by the enforcement of the promise
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Waiver/estoppel: the person who benefitted from the condition may waive it and the other party must perform as if the condition had occurred. (Statement of condition beneficiary before=estoppel, after=waiver)
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Excuse becaues of non-occurence of a condition:How can a condition be excused:PREVENTION
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Helen enters into a contract with Troy to build a wooden horse for $24000. She spends $15000 building the horse but must expend another $6000 to complete the horse. Based on these figures, what would Helen's profit be on the conract? Show your calculatio
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K price (24k) - 15k (part performance) - 6k (amount necessary to complete) = $3000 (profit)
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Other Promises to Creditors Answer for (Guarantee) the Debts of Another
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Statute of Frauds apply
Not merely a promise to pay but rather a promise to pay if someone else does not (look for guarantee)
Main Purpose Exception: principle purpose of the contract is to benefit guarantor
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Policy of damages rules for Sales of Goods - Art. 2?
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Reflect the general contract damages policy of putting the innocent party where it would have been had the k been performend (EXPECTATION).
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to what extent does the so-called Mail Box Rule apply to acceptances of option contracts?
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It doesn't apply to option K's. Under option K's acceptances are effective only when they're communicated to the offeror.
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Damages of Ks for Sale of Goods
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Difference btw K price and FMV when seller tenders goods or when buyer learns of breach.
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What keeps an offer for an exclusive dealing contract from being illusory is the offer contains a verb of commitment (need, use, etc.) plus the standard of good faith
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F; requiring a verb of commitment and standard of good faith apply to offers for requirement contracts not offers for an exclusive dealing contract
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Non UCC contracts:1. Look at the contents of the writing OR writings - All Material Terms test (who & what)2. Writing must be signed by the person who is asserting there is no agreement.
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UCC Art 2 Contracts:1. Writing must indicate there is a contract for sale of goods and contain the quantity term2. Generally the writing must be signed by the defendant. Exception: a person's failure to respond to a signed writing; both parties must be merchants and teh person who received a signed writing w/ a quantity term that claims there is a k fails to respond w/in 10 days of receipt.
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1. look at the deal with teh alleged change2. determine whether the deal w/ the alleged change would be w/in the SOFIf the deal w/ the alleged change would be w/in the SOF, then the alleged modification agreement must be in writing.
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What if the agreement is in writing and requires that all modifications be in writing?
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HASN'T
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HAEPBT
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do not
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don't
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They have
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They've
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it is
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its
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you would
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you'd
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would not
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won't
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let us
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let's
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Types of contracts Mnemonic
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EII:ExpressImplied-in-FactImplied-in-Law
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UCC
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Uniform Commercial Code:has been adopted by every state except Louisiana.
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Covenants
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○ Consideration
- Can include possible Hiring or Firing
○ Time & Space Restrictions (Duty/Nature of Restrictions)
- Judged by standard of reasonableness
○ States react differently
- Some jurisdictions strike entire covenant that has ANY unrea
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contract
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a legally binding agreement that obligates two or more parties to do something they were not already obligated to do or refrain from doing something to which they were legally emtitled
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Who lacks capacity?
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1.Infant- under 18
2.Mental incompetents- lacks ability to understand agreement
3.Intoxicated persons- if other party has reason to know
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receive
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to take into one's possession (something offered or delivered):
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warranty
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a statement that assures the quality and performance of a product or service
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problems in enforcing contract
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terms of contractunconscionable contractsfraudstatute of fraud
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Misrepresentation vs. Nondisclosure
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Misrepresentation- False assertion of fact- That induces contract- No wrongdoing required!Nondisclosure- Failure to assert fact- That might kill contract- Wrongdoing required!
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Unilateral contract
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the acceptance is actual performance by the accepting party
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Promise, Undertaking, or Commitment
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Consider:
(1) language used;
(2) surrounding circumstances;
(3) prior relationship of the parties;
(4) method of communication - the broader the communicating media, the less likely it is an offer;
(5) custom in the industry; and
(6) degree of definiteness and certainty of terms.
Watch out - COULD just be an invitation to deal.
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topic sentence
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a sentence that expresses the essential idea of a paragraph or larger section, usually appearing at the beginning.
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Adhesion Contract
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A standard-form contract prepared by one party, to be signed by another party, usually a consumer, who adheres to the contract with little choice about the terms. (aka take it or leave it contract).
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Foreseeability
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Objective - whether or not the party in question does actually foresee the event, it is foreseeable if it c/b conceived of by a reasonable person.
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statute of frauds
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law that specifies what contracts must be in writing before they will be enfoced.
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Perfect Tender: Cure
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Seller can cure if:- Reasonably believed improper tender would be okay (prior deals, etc.); OR- Time for performance has not expired
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Parol evidence (definition)
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1)Words of party or parties
2)Before integration. i.e. before the agreement was put in written form
3)Oral or written
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Elements of Consideration
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1. Bargained for exchange
2. Legal Value
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nucleus
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a mass of protoplasm found in most cells, directing their growth, metabolism, reproduction, and functioning in the transmission of genic characters
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Constructive condition
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A condition contained in an essential contractual term that, though omitted by the parties from their agreement, a court has supplied as being reasonable in the circumstances; a condition imposed by law/construed “to do justice.” (aka condition implied in
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point/ counterpoint format
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Two opposing points of view are presented, and the auidence is left to draw their own conclusions
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Theory of Restitution
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based on principle of fairness, one person accepts or takes a benefit from another who was not obligated to provide that nemefot. sp,e sprt of payment should be made
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Implied in law
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implied contract that is used to prevent unjust acts
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Misrepresentation
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Look for a false assertion of fact or concealment of facts that induces the K. No requirement of fraud in actions to rescind a contract because of misrepresentation; reformation may require fraud. (Recission-K, Damages-Tort)
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Termination of Offeror
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The offeror terminates an offer if he:
(1) directly communicates the revocation (i.e., retraction of the offer) to the offeree; or
(2) acts inconsistent with continued willingness to maintain the offer, and the offeree receives correct information of this from a reliable source. Offers made by publication may be terminated only by use of comparable means of publication.
Revocation is effective when received by offeree (or when published, if by publication).
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Creation of a K
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1. Mutual assent (offer and acceptance)
2. Consideration or a substitute
3. No defenses to formation
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Assignee can recover from obligor.
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Assignor for consideration cannot recover from obligor. Assignor transfered his rights to performance/payment to the asignee.
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auction with reserve
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the auctioneer must sell the goods to the highest bidder
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unilateral v. bilateral
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A unilateral contract is one in which the offeror is bargaining for a completed performance. For example an offer of a reward to catch a fugitive (or a fish) is an offer that looks towards the formation of a unilateral contract. A bilateral contract is one in which the offeror is bargaining for a promise to perform. Most contracts which have commercial significance are bilateral.
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Pop's Cones v. Resorts International Hotel
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Contracts b/t 2 merchants (UCC);
"Firm Offers"
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Parol Evidence (triggering facts)
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1.Written contract that courts find is the final agreement AND
2.Oral statements made at the time the contract was signed OR earlier oral or written statements by the parties to the contract
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Forebearance to sue
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May be consideration if claim is valid or claimant has GF belief it is valid.
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what is duress
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a defense to a valid contract. You cant be forced into a contract
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If the builder of a motel fails to complete building a motel on time and the owner of the motel loses money because people can't stay in the uncompleted motel, what kind of damage is the money lost because people can't stay in the motel?
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Lost secondary profits
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Implied warranty of merchantability
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When any person buys any goods from any merchant, a term is automatically added to the contract by operation of law- that the goods are fit for the ordinary purpose for which such goods are used
1)Triggering fact: seller is a merchant, which here means its deals in goods of that kind
2)Warranty: goods are fit for ordinary purposes
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Excuse of Condition by Anticipatory Repudiation
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Anticipatory Repudiation (AR) must be unequivocal, not just an expression of doubt. If applies only if there are executory (unperformed) duties on both sides of a bilateral contract. AR gives the nonrepudiating party four alternatives:
(1) Treat the contract as totally repudiated and sue immediately;
(2) Suspend his own performance and wait until the performance is due to sue;
(3) Treat the repudiation as an offer to rescind and treat the contract as discharged; or
(4) Ignore the repudiation and urge performance.
Repudiation may be retracted until the nonrepudiating party has accepted the repudiation or detrimentally relied on it.
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The acceptance under the UCC
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- Acceptance that deviates from offer necessarily a rejection or a counteroffer unless made conditional on accepting new/different terms
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Compensate plaintiff, not punish defendant.
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Measure of monetary damages for breach of contract - general approach?
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Modern Rule on Unilateral Mistakes
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A unilateral mistake is grounds for rescission if:
1. The party seeking rescission is not at fault (no neglect of legal duty),
2. The mistake is palpable/vital/essential,
3. (Enforcement would be unconscionable),
4. (Prompt notice is given of the election
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Promise v. Statement of Present Intention
Advertisements (as offers)
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General rule: NOT an offer but "invitations for offer" or "offers to receive offers"
Exceptions:
1) Deliberately misleading ad that leads reader to think one exists
2) Some language of commitment or invitation to take action without further communication
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Limitations on the Mailbox Rule
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(1) Does not apply if the offer stipulates that acceptance is not effective until received.
(2) Does not apply if an option contract is involved (acceptance is effective upon receipt).
(3) If the offeree sends a rejection and then sends an acceptance, whichever arrives first is effective.
(4) If the offeree sends an acceptance and then a rejection, the acceptance is effective unless the rejection arrives first and the offeror detrimentally relies on it.
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Acceptance of an imperfect tender?
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1. if buyer accepts the goods, it can't later reject them.2. Payment w/out opportunity for inspection is not acceptance.3. If buyer keeps the goods w/out objection it implies acceptance.
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Why is so-called "past consideration" not consideration?
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It can't be bargained for because the act/promise has already occured
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Revocation of Acceptance of the Goods
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If a buyer accepts the goods, it cannot later reject the goods.
In limited circumstances, a buyer can effect a cancellation of the contract by revoking its acceptance of the goods.
The requirements for revocation:
1)Nonconformity substantially impairs the value of the goods
2)Excusable ignorance of grounds for revocation or reasonable reliance on seller's assurance of satisfaction, and
3)Revocation within a reasonable time after discovery of nonconformity
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Should you inquire into the adequacy of consideration?
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No - not relevant in contract law.
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Under the UCC, what does "cover" mean?
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This is where the seller has breached and the buyer purchases "a good faith substitute."
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Exception: If the past performance was expressly requested and there was an expectation of payment.
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Homer asks Apu to save Lisa, knowing that Apu would expect to be paid. After Apu saves Lisa, Homer promises to pay Apu $3,000. This is legally enforceable.
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To what extent must the Offeree know of an offer before accepting the offer?
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he must know of each offer unless it's an offer for government reward
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RULES OF LAW require only when that agreement is covered by the SOF. (authorization must be of 'equal dignity' to the k)
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When do RULES OF LAW require written evidence of modification to a written contract?
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When should you apply the Revised Article 2?
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Never - it has not been adopted in any state.
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WEREN'T
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WURPBT
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can not
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can't
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That is
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That's
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they will
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they'll
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should not
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shouldn't
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we have
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we've
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Excuses
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EARL the II'ndExpress conditionAnticipatory RepudiationLater contract- recission- Accord and Satisfaction- Modification- NovationImproper performanceImpossibility/Impracticability
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Executed contract
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performance has already happened
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2-306
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Allows goods contracts without quantity if they will be decided by the monthly output.
OUTPUT can be made with a stated estimate
○ Measured by "unreasonable disproportionate" test
○ "best effort" Clause (2-306(2))
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The object of the expectation interest is to put the non breaching party in as good as a position as she would have been in had the contract been fully performed
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T
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Promissory Estoppel (Consideration)
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Most Important Consideration Substitute
Elements:
1.Promise
2.Reliance that is reasonable, detrimental and foreseeable
3.Enforcement is necessary to avoid injustice
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scent
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a distinctive odor, esp. when agreeable:
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spreadsheet
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a computer program that organizes data into columns and rows
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terms of contract
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definitions sometimes ambiguous goes to plain meaning unless trade or art
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contract
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an agreement between two or more people as to something in the future that has legal effect
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Subs for consideration
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- Promissory estoppel
- Written promises to pay legal obligations barred by law (SOL)
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latitude
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the angular distance north or south from the equator of a point on the earth's surface, measured on the meridian of the point
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Bilateral Contract
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Utterance of words creates a contract. 2 Promises
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Incidental damages
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Costs and expenses incurred by the victim of a breach in attempting to deal with it and in taking action to seek a substitute transaction or to curtail losses.
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Four ways charitable subscriptions are eforced
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interlocking promises or subscriptionsTraditional quid pro quo considerationpromissory estoppel under RII, 90 (1); estoppel under R II 90 (2)
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Perfect Tender: Revocation
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Revocation of acceptance allowed if:- Nonconformity substantially impairs value- Excusable ignorance or reasonable reliance on assurances- Within reasonable time after discovery
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Measures of damages
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1.Expectation: put plaintiff in same economic position as if K had been performed
2.Reliance: put plaintiff in same economic position as if K had never happened
3.Restitution: put defendant in same economic position as if K had never happened
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Warranty Against Infringement
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Merchant warrants that goods are delivered free of any patent, trademark, copyright, or similar claims.
Does not apply where B furnishes specifications for Goods to S.
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what is legality
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contracts purpose must be to accomplish some goal that is legal and not against public policy
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medium
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one of the means or channels of general communication, information, or entertainment in society, as newspapers, radio, or television.
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Expressed Condition
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Stated orally or in writing “Contractor will install Reading Pipe only.”
-Requires full (literal, complete, absolute) performance.
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In deciding whether consideration necessary to form a contract exists, a court must determine whether...
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There is mutuality of consideration.
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elements of a valid contract
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-2 parties-parties w/ legal capacity-manifestation of assent-consideration that supports a legal and enforceable promise
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Third Party Issues: Assignment
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Assignment of rights after contract has been made- Vocab: Assignor, Assignee, ObligorAssignee can recover from obligorAssignor cannot recover from obligor if assignment for consideration
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Assignment for Consideration (multiple)
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General rule: first assignee for consideration wins
Limited exception: a subsequent assignee takes priority over an earlier assignee for value only if he both (i) does not know of the earlier assignment and (ii) is the first to obtain:
1)payment
2)judgment
3)novation
4)indicia of ownership
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Right to Choose Alternative Courses
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Illusory, unless every alternative involves legal detriment to the promisor. Promise will not be found illusory if:
(1) at least one alternative involves legal detriment and the power to choose rests with the promisee or a third party; or
(2) a valuable alternative is actually selected.
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what is recission
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the contract is voided, result of fraud, duress,mistake, incapacity. The parties can be placed in the position they were before the contract
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Does the new K
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resulting from the modification fall within the SoF.
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poor and downtrodden
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The media is not always monopolized by political elites but also the _____ and _______ (ie civil rights movement)
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contractual agreement
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a promise or set of promises for the breach of whih the law provides a remedy, or the performance of which the law recognizes as a duty.-if a party makes a promise, obligated to perform.
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Insufficient forms of consideration (4):
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- Past services
- Moral consideration
- Condition to gratuitous promise
- Forbearance
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Overview of Formation
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In looking for an agreement, watch for information in question about
1)Lev. 1: the initial communication (offer)
2)Lev. 2: what happens after the initial communication (termination of offer)
3)Lev. 3: who responds and how she responds (acceptance)
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Bargained for exchange
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- Promise for promise or promise for act
- Act/forbearance by promisee consideration if benefits promisor
- Promise given in exchange for somthing already done is NOT consideration, except where past obligation is unenforceable bc of technical defense, like SOL. That obligation will be enforceable if a new promise is made in writing or is partially performed.
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Parol evidence fact pattern: contradicting the written deal.
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Cannot admit parol evidence to contradict the terms of a written agreement.
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"At Will" Employee Doctrine
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any employer can fire employee for good cause/bad cause
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In determining whether damages are foreseeable, one asks whether the breach producing the damages was foreseeable.
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F, whether the damages were foreseeable
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Vocabulary of Third Party Beneficiary
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1)3rd party beneficiary: Not a party to K. Able to enforce K others made to her benefit
2)Promisor: look for person who is making the promise that benefits the 3rd party
3)Promisee: Person who obtains the promise that benefits the 3rd party
4)Intended/incidental (if K names person “intended”; if not named “incidental”)
5)Creditor/donee: Intended beneficiaries are either donees or creditors. Usually donees. Look at whether beneficiary was a creditor of the promisee
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Tests for Materiality (Breach)
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(1) Amount of benefit received by the nonbreaching party;
(2) Adequacy of compensation for damages to the injured party;
(3) Extent of part performance by the breaching party;
(4) Hardship of the breaching party;
(5) Negligent or willful behavior of the breaching party; and
(6) Likelihood that the breaching party will perform the remainder of the contract.
Failure to perform on time stated in the contract is generally not material if performance is rendered within a reasonable time (unless "time is of the essence").
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Disclaimers for Both Fitness and Merch
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"as is" or "with all faults"
Inspection as to defects that a r/able inspection would reveal
Course of dealing, course of performance, or trade usage.
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Transfer of rights under a contract:1. k between only two parties2. one of the parties later transfers rights under that k to a 3rd party
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(Note difference between assignment and a 3rd party beneficiary is that 3rd party beneficiary is named in the k)
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Ut res magis valeat quam pereat
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Rule of interpretation under which a ct resolves uncertainty in favor of a meaning that is lawful, reasonble, and congruent with public policy
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R2C 22(1) Mutual assent usually take the form of an "offer"
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by one followed by an "acceptance" by the other party
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Termination by Offeree - Rejection
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An offeree may reject an offer (1) expressly or (2) by making a counteroffer (as distinguished from a mere inquiry).
Rejection is effective when received.
Rejection of an option does NOT terminate the offer; offeree is still free to accept the offer within the option period unless the offeror has detrimentally relied on the offeree's rejection.
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What are the consequences of incapacity?
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1. Right to disaffirm by person without capacity.2. Implied affirmation by retaining benefits after gaining capacity (Ratification)3. Quasi-contract liability for necessaries (A person who does not have capacity is legally obligated to pay for things that are necessary like food, clothing, medical care, shelter. That liability is based on quasi-contract, not on contract law.)
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To what extent may one recover lost profits when a promise is enforced under promissorry estoppel
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under majority decision, lost profits aren't recoverable
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Public Policy Defenses - Illegality of Contract
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If the consideration or subject matter of a contract is illegal (e.g., a contract to commit a murder), the contract is void. Exceptions:
(1) plaintiff is unaware of the illegality while the defendant knows of the illegality;
(2) the parties are not in pari delicto (i.e., one party is not as culpable as the other); or
(4) the illegality is the failure to obtain a license when the license is for revenue-raising purposes rather than protection of the public.
If only the purpose behind the contract is illegal, the contract is voidable by a party who was (1) unaware of the purpose, or (2) aware but did not facilitate the purpose AND the purpose does not involve serious moral turpitude (e.g., murder).
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Novation requires the agreemetn of both parties to the original contract and excuses the person replaced from any liability for nonperformance.Delegation does not require the agreement of both parties and does not excuse.
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Excuse of performance by reason of a later, unforseen event.
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An exclusive dealing contract for the sale of goods is not illusory, because the law imposes on buyer an obligation to __________
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use best efforts to sale or promote the goods (see UCC, 2-306) (2)
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Proof required by the Statute of Frauds?
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1. performance OR 2. a writings signed by the person asserting that there was not agreement.
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Does CL or UCC apply if a deal is mixed?
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G/R- the more important part determines, but if a K divides payment then apply the UCC to goods part and visa versa
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In order to form an offer for a requirements contract, the offer must contain a word of obligation/commitment (for example, _______________
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All I need, use, require; need, use, requireGood faith
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Can a buyer increase the amounts in a requirements contract?
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Yes, as long as the increase is in line with prior demands. Not unRSB disproportionate limitation on increase
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