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

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Unformatted text preview: 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 isnt 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 Ys car, in return for Ys promise to pay X $100 b. Implied K contract implied based at least in part on conduct E.g.: X fills his car at Ys 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 & cant continue after completing 1/3 of work X cant 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 Ks 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 Ks : 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...
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