{[ promptMessage ]}

Bookmark it

{[ promptMessage ]}

barbri_outline_-_mbe-ny_(2005)_-_contracts_&_sales

barbri_outline_-_mbe-ny_(2005)_-_contracts_&_sales -...

Info icon This preview shows pages 1–2. Sign up to view the full content.

View Full Document Right Arrow Icon
Contracts & Sales 1 C ONTRACTS & S ALES (34 Q S ) -25% OF UCC A RT 2, 75% FROM COMMON LAW I. General A. Vocabulary 1. Contract – legally enforceable agreement (agreement alone isn’t enough, then look to see if it is legally enforceable and if there are any defenses) a. Express K – communicated by language (oral or written) E.g.: X promises to paint Y’s car, in return for Y’s promise to pay X $100 b. Implied K – contract implied based at least in part on conduct E.g.: X fills his car at Y’s gas station – there is K for purchase & sale of gas 2. Quasi-K ( restitutionary recovery at law) – equitable remedy to avoid unjust enrichment Quasi-contract is an equitable remedy that applies whenever the application of contract law yields an unfair or inequitable result. Quasi-contract is not limited by contract rules, but is governed by equitable concepts. It protects against unjust enrichment. a. Not governed by K law – governed by equitable concepts b. Any time the proper application of K rules produces an unfair result , we move to Quasi-K (i) Elements – P has conferred a benefit & reasonably expected to be paid, AND D realized unjust enrichment if P not be compensated (ii) E.g.: X contracts with Y to build a house for Y – X becomes ill & can’t continue after completing 1/3 of work – X can’t sue in k, but may recover for benefit conferred on Y c. Measure of recovery – K price is not the measure of recovery. You get the reasonable value of the benefit conferred, not the contract price. d. NOTE: this is only available as a remedy for total breach, NOT for partial breach 3. Types of Contracts- All contracts are bilateral unless the offer says it can be accepted only by performance . a. Bilateral K – require an exchange of promises. Offer that can accepted in any reasonable way b. Unilateral K – require an exchange of an act for a promise; 2 types (all other K’s are bilateral): (i) Offer expressly requires performance for acceptance (e.g. offer … accepted only by … ) (ii) Offer to the public (e.g., reward, prize, contest) 4. Void, voidable & unenforceable K’s : a. Void K – one without any legal effect from the beginning (e.g., an agreement to commit a crime) b. Voidable K – one that a party may elect to avoid or ratify (e.g., a K by a minor) c. Unenforceable K – one otherwise valid but for which some defense exists extraneous to formation (e.g., Statute of Frauds) 5. Creation of an enforceable K requires : a. Mutual assent – (i) offer (i.e., promise) & (ii) acceptance before termination b. Consideration – (i) bargained-for-exchange of something of legal value, or (ii) substitute for consideration (i.e., promissory estoppel, detrimental reliance, or good faith modification under UCC), & c. No defenses to formation –including (i) mistake, (ii) lack of capacity (voidable K), (iii) illegality (void K), or (iv) specific performance B. Applicable Law 1. Common law – use this for service , real estate, employment , etc. ( NOT sales or lease of goods) 2. UCC Article 2 – applies to K’s that are primarily sales of goods (most rules are same as common law rules) a.
Image of page 1

Info icon This preview has intentionally blurred sections. Sign up to view the full version.

View Full Document Right Arrow Icon
Image of page 2
This is the end of the preview. Sign up to access the rest of the document.

{[ snackBarMessage ]}

What students are saying

  • Left Quote Icon

    As a current student on this bumpy collegiate pathway, I stumbled upon Course Hero, where I can find study resources for nearly all my courses, get online help from tutors 24/7, and even share my old projects, papers, and lecture notes with other students.

    Student Picture

    Kiran Temple University Fox School of Business ‘17, Course Hero Intern

  • Left Quote Icon

    I cannot even describe how much Course Hero helped me this summer. It’s truly become something I can always rely on and help me. In the end, I was not only able to survive summer classes, but I was able to thrive thanks to Course Hero.

    Student Picture

    Dana University of Pennsylvania ‘17, Course Hero Intern

  • Left Quote Icon

    The ability to access any university’s resources through Course Hero proved invaluable in my case. I was behind on Tulane coursework and actually used UCLA’s materials to help me move forward and get everything together on time.

    Student Picture

    Jill Tulane University ‘16, Course Hero Intern