Complete List of Terms and Definitions for REG CONTRACTS

Terms Definitions
formation of a valid K Offer
Acceptance
Consideration
ADVERTISEMENTS invitations to negotiate deals
not offers
terminate an offer -EXPIRATION
-REVOCATION-unless option k, consideration paid to keep offer open, effective when recvd
-REJECTION-must be recvd by offeror
-COUNTEROFFER -rejection from offeree, valid when recvd
-OPERATION OF LAW -death or insanity, destruction, illegality of subj matter
PRE-EXISTING DUTY RULE modifying a K
MODIFYING A K (i.e. employment contract, services)
-you already have an existing K between 2 parties
-BOTH PARTIES must provide NEW CONSIDERATION (common law) to be legally binding
valid Offer -terms must be definite
-price, parties, nature of subj matter, qty, time for performance
-Intent to make offer
-Communicated to offeree
RELEASE OF K discharge of a K
Unilateral K one party gives promise for completion of requested act
What constitutes reasonable price of reasonable time? Who construes? The jury.
promissory estoppel -acts as a substitute for consideration
-a promise to donate $ to a charity which charity relies upon
-renders promise enforceable
elements required: 1) detrimental reliance on promise
2) detrimental reliance is forseeable & reasonable
3) damage results if the promise is not enforced
What makes a K unenforceable? -illegal
-violates public policy
Elements of fraud 1.) misrepresention of a material fact2.) with intent to mislead3.) resulting in reasonable reliance by injured party (one who knows the truth or might have learned it by a reasonable inquiry may NOT recover)4.) and injury to others
Voidable K one that is enforceable unless party that has right pulls out of K
Contracts and role of individuals Normally offers, acceptance, rejections, and counteroffers are effective if an individual is involved; thus, counteroffers are not effective against mere electronic agents.
NOT A VALID K IF -past consideration-actions taken before K was formed

-pre-existing duty-an obligation which the party already had before K formed
unilateral offer when an offeror expects acceptance of an offer by action of the offeree
-unilateral K is formed when offeree accepts the K through performance of the offeror's required action
undue influence defense that makes a K VOIDABLE

close relationships where a dominant person extremely influences the weaker person
punitive damages awarded when court is seeking to punish a party for their improper actions and are not usually granted in breach of K actions
CONSIDERATION -act or promise which is offered by one party and accepted by the other
as an inducement to enter an agreement
-must be BARGAINED FOR
-BOTH parties must have consideration as a result of K
-must be LEGALLY SUFFICIENT (valid consideration)
-paying or lending $
-transferring or lending property
-rendering services
-relinquishing the right to receive cash, property, services
-waiving the right to take certain actions
Ways fraud may occur 1.) in the inducement (the misrepresentation occurs during K negotiations -> creates voidable K at option of defrauded party)2.) in the execution (misrepresentation occurs in actual form of agreement -> creates void K)
Firm Offer Rule Applicable under UCC only. Applies to a written and signed offer for sale of goods by a merchant giving assurance that it will be held open for speficied time.If such is made -> offer is irrevocable for that period. - No consideration is needed. - Period of irrevocability may not exceed three months. (-> even if offeror specifies 4 months in offer, period of irrevocability is limited to 3 months). - If no time period is specified -> reasonable time is inferred.- If assurance is given on form supplied by offeree -> it must be seperately signed by offerror.
Executory K one that has NOT been fully performed by both parties
UNCONSCIONABILITY an oppressive K in which one party has taken severe, unfair advantage of another which is based on absence of choice or poor education
liquidated damage clause provision that states the amount of damage (reasonable) that will occur if a party breaches K
-materiality is not a factor in enforceability of liquidated damage provision
-clause for excessive damage = penalty; courts do not enforce penalties
substantial performance allows for a K obligation to be discharged even though the performance tendered was not in complete conformity with the terms of the agreement
*Is breach material? if immaterial, then recovery will be limited to monetary damages
Differentiate "with reserve" and "without reserve" in context of an auction. "With reserve" = auctioneer may withdraw goods before she/he announces completion of sale."Without reserve" = goods may not be withdrawn unless no bid made within reasonable amount of time.
Intentional wrongful interference w/a valid K relationship and legality of Ks Calling for the intentional wrongful interference w/a valid K renders a K unenforceable UNLESS that interference results from a sale of a business/ termination of an employee and a covenant not to compete
Requirements for a valid offer - Objective (not subjective) intent to make an offer- statement definite and certain as to what will be agreed upon in K (some courts allow some reaosnable terms to be left open if customary to do so; under UCC, output or requirements Ks are considered reasonably definite b/c output is based upon actual output that does occur in good faith and requirements are actual good faith requirements)- communicated to offeree by offeror or his/her agent (exception: public offer - can learn of it in any way)
COVENANT NOT TO COMPETE agreement not to open a competing business
RESCISSION OF K canceling a K and placing parties in the position they were in before the K was formed
WHAT MAKES A K VOIDABLE? UNDUE INFLUENCE -
close relationships in which a dominant person has extreme influence over a weaker person
Types of duress - any acts or threats of violence or extreme pressure against party or member of party's family, which in fact deprives party of free will and causes him/her to agree-
Types of illegal Ks - agreement to commit crime or tort- agreement not to press criminal charges for consideration- services rendered without a license when statute requires a license (regulatory licensing statute NOT revenue-seeking statute)- usury (contract for greater than legal interest rate)- contracts against public policy
revocation of public offers public offers must be revoked by the same amount of publicity used in making the offer
Effect of late acceptance NOT valid BUT is instead deemed a counteroffer and is valid only IF original offeror then accepts.
STATUTE OF FRAUDS - GROSS must be in writing to be enforceable

sale of Goods > 500
sale of Real Estate - any $$ (exception: part performance - when buyer of property takes possession with the owner's consent)
Over 1 year - bilateral K, CANNOT BE PERFORMED IN ONE YEAR = over
Suretyship - guarantor - K's that answer the debt of another, signed by party to be charged
Subj to Marriage
unilateral contract -a K that can only be accepted by a actual performance

-partner will promote staff to Mgr if she passes the CPA exam
-a promise for an act (performance)

(i'll pay anyone $$ who smokes all of this pot)
acceptance of an offer creates a K
mirror rule - must accept all terms & conditions of offer
early acceptance rule (mail box rule) -
GENERALLY EFFECTIVE WHEN SENT -
BUT, OFFEROR MAY SPECIFICALLY SAY ACCEPTANCE IS EFFECTIVE ONLY WHEN RECVD
What can step in and bar a claim for lack of consideration (if there truly is no consideration)? What are the elements of such a claim? Promissory estoppelElements:1.) detrimental reliance on promise2.) reliance is reasonable and foreseeable3.) damage results (injustice) if promise is not enforced
Are promises to donate to charity enforceable and why? Yes - for public policy reasons
K - IMPLIED IN FACT behavior of 2 parties makes clear what terms of the agreement are

(i.e. call for a pizza, price is not discussed b/c implied in fact)
Requirements in order for a covenant not to compete to be valid 1.) protects legit interests of buyer or employer w/o creating too large a burden on seller or employee (based on ability to find other work)2.) is reasonable as to length of time under the circumstances to protect those interests3.) is reasonable as to area to protect interests of same area4.) same whether employer or employee initiated termination
Open time of shipment or delivery under UCC will be construed as a reasonable time period
Open place of delivery term under UCC will be construed as seller's place of delivery, if any, otherwise seller's residence or if identified goods are elsewhere and their location is known to both parties at time of K, then at that location
Terms left open under the UCC If there was intent to K and a reasonable basis for establishing a remedy is avilable -> K will not fail for indefiniteness.