Class 3 (Contracts 2 of 2)

Class 3 (Contracts 2 of 2) - BUSINESS LAW 320 Third Session...

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BUSINESS LAW 320 Third Session Contracts – Part Two Credit: portions of this outline were derived from www.boalt.org/outlines/ Contract s/ contract s_shelanski_2003spr.doc Review from Part One What is a contract? How do you form a binding contract? Offer, acceptance, consideration Definite What are defenses to enforcement? Legality, mistake, intoxication, fraud Topics In Part Two When does the contract have to be in writing? Statute of Frauds Parol Evidence Rule Practical Considerations What is a writing? When do third parties have rights (or duties) under a contract? Beneficiaries Assignees What are covenants and conditions? What are warranties and disclaimers? What does the UCC say about warranties? Breach of Contract [NOTE: this will be covered in the next class] What is it? What are the consequences (remedies)? What does the UCC say about remedies for breach? 1
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Can liability be limited? Vocabulary Privity Statute of Frauds Parol Evidence Assignment, assignor, assignee Delegation, delegator, delegatee Third Party Beneficiary Guarantor Covenant, Condition Condition Precedent Condition Subsequent Disclaimer Warranty Limitation of Liability Topics Omitted Last Class: Defenses to enforcement – Legality – Covenant not to compete (aka “noncompetition clause”) General Rule Reasonable time, scope and geography Court can “blue line” (reduce down to a reasonable provision if excessive) California Rule: void, unless in connection with a sale of a business - Usury When Does a Contract Have to be in Writing? Why? Remember correctly Avoid fraud or mistake Statute of Frauds (Review: What is a statute?) Every US State has one 2
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Most common types of contract covered by SF: ("MY LEGS": M arriage, one y ear, l and, e xecutor, g oods, s urety) Marriage – prenuptial agreement Land - involving an “interest” in real property - agent - mortgage, deed of trust - lease (over one year) - life estate - easements if express Goods Sale of goods over $500, lease of goods over $1000 - The Uniform Commercial Code, Article 2 – transactions in goods UCC 2-105: Goods 2105. (1) "Goods" means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (Division 8) and things in action. "Goods" also includes the unborn young of animals and growing crops and other identified things attached to realty as described in the section on goods to be severed from realty (Section 2107). Question: What about software? Website services? Data services? - UCC 2-201 (California Commercial Code 2201) o 2201. (1) Except as otherwise provided in this section a contract for the sale of goods for the price of five hundred dollars ($500) or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought
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Class 3 (Contracts 2 of 2) - BUSINESS LAW 320 Third Session...

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