what is a contract
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Terms in this set (98)
what happens if capacity and/or absence of invalidating conduct is missing what happensthe contract is void or voidablewhat happens if legality and/or writing is missing what happensthe contract is unenforceablewhen must a contract be in writingreal estate services that last longer than a year if its is goods then it must be >$5000capacitya person under 18 or is not sound of mindabsence of invalidating conductone of the parties of the contract influenced the other party into the contract by bad behaviorperformsuccessful completion of a contractual dutybreach/defaultfailure to performpromisorthe party making the promisepromiseethe party receiving a promisedefault v breachdefault is usually used in a financing loan document breach typically every other contractcan a party be both a promisor and a promisee in the same contractyesexpress contractcontract formed from words - oral or in writingimplied contractcontract inferred/assumed from conduct of partiescan a contract be both express and impliedyesbilateral contractone promise in return for another promiseunilateralone party makes a promise - the other party accepts by performingwhat does the word if indicatethat it could possibly be a unilateral contractwhen is a contract formed for a unilateral contractwhen the performance is completedwhen is a contract formed for a bilateral contractwhen the second promise is madeexecuted contractcontract has been fully performed by all partiesexecutory contractone party has at least one thing left to dovalid contractmeets all requirements for that contract it is enforceable by both partiesvoidcontract has no legal effect and is unenforceable by both partiesvoidablecontract may exist innocent party can choice to void or enforce that contract if void: parties go back to where they were before K if it enforces: contract is treated as valid but the innocent party can sueunenforceablevalid contract but unenforceable by 1 or both partieswhat is a mutual assentoffer and acceptancewith mutual assent when does the contract form (with bilateral and unilateral contracts)acceptance - bilateral (second promise) - unilateral (2nd party completes the performance)can you revoke, reject, or counter offer once the contract is formednowhat are the two situations where unilateral contracts arise1. when offeree can only accept by performance 2. when offeree does not accept with a promise but chooses to accept by performancewhat are the 3 requirements of an offer1. communication 2. intent of offeror that communication be an off 3. offer must be definitecommunication requirements of an offermade or authorized by the offeror in the manner offeror intended knowledge of offer by offeree to the correct offereewhen are email offers effectiveafter the offeree has viewed or opened itdo you have a real offer if you read an email addressed to you that hasn't been sent yet?nointent of offerorthe intent must actually be to give an offer not a jokehow is intent of offeror judgedby an objective standardexception to intent of offeror (are not offer)preliminary negotiations: - term sheet, letter of intent, MOU advertisements - generally they are invitations to make an offer auctions - bidders make offeroffer is definiteoffer's terms are clear and completegeneral rule of definite offeroffer must include enough detail so that if accepted and there is a breach the court can compute damagesWhich source of law requires more detail of definite offersCL you must have a lot more detail in common law contractwhat does a definite offer under UCC1. quantity 2. type of item are required to be includedwhat are the missing terms in a UCC contract calledopen termsopen terms - pricereasonable price at the time of deliveryopen terms - for delivery and where to deliverno delivery the buyer must come pick it upopen terms - time of delieverywithin a reasonable timeopen terms- when payment is dueat time and location of deliverywhat is the rule about quantity in a UCC contractit must be exactWhen are the exceptions to the quantity rule under the UCC- requirements contracts (you will buy for the amount that you need because you do not know the exact quantity yet) - output contracts (they have to buy from you what you produce/reasonable amount in good faith )mailbox ruleoffer is effective when received by an offeree acceptance is effective when the acceptance is dropped in the mailduration of an offeran offer will terminate when 1. offer expires 2 when an offer is revoked 3. offer is rejected by offereewhat are the rules to when an offer expiresoffer will contain a specified period or if an offer is silent then is open and expires after a reasonable timerules about when offer is revokedan offer can be revoked at anytime before acceptedException to offer revocationoffer has not been accepted yet but cannot be revoked for a period of time - firm offers (UCC - option (CL&UCC) - Unilateral contracts + 1 party has started performancewhat is firm offeronly apply to goods 1. merchant seller 2. gives signed writing (email, text, Instagram, facebook) 3. agreeing will keep offer open for earlier of the time period or # of itemswho are merchant sellersmanufacturer wholesaler retailerswhat is the maximum time period for no revocation for a firm offer3 monthwhat is no time period or number of items listed for a firm offerthe UCC says it is open for a reasonable time less than 3 monthswhen can a merchant seller not revokeuntil time expires or # of items are soldwhat law does an option apply toucc and common lawwhat is an optionbuyer pays seller to keep the offer open for a time periodwhat are options usedit allows the buyer to have more time to determine if the buyer wants to acceptcan you revoke an optionno if the offer meets the requirements of an option then the offeror cannot revoke until the time period expiresrequirements of an offerseller agrees they will keep the offer open for a time period (no limit) buyer pays consideration to seller in exchange for the offer being kept openwhen must an option be in writingif it is selling real propertydifference between option and firm offerunilateral contracts + 1 party has started performance ruleif offeree starts performance before revocation the offeror must give the offeree reasonable or stated time to complete performancewhat is unilateral contracts + 1 party has started performanceofferee has started performance but the contract has not been formed yet because the contract forms once the task is donewhen can the offeror revoke in unilateral contracts + 1 party has started performanceonce the reasonable amount of time to complete the task has passedwhat happens to the offer when it is rejectedthe offer terminateswhat does a counteroffer docounteroffer acts like a rejection so the original offer is terminated but a new offer is formedwhat is acceptancepositive and unequivocal willingness to enter into contract based on terms of offer no ifwhat are the requirements of acceptance1. communication to offeror 2. intent of accept the specific offeris silence communication of acceptancenowhen silence is acceptance1. offeree and offeror agreed that silence would be acceptance (free-trial period) 2. UCC applies (goods) and is customary in the situation for silence to be acceptancewhen are acceptances effectivewhen sentwhen is an email offer effectivewhen it is opened and/or viewedwhen is an acceptance over email effectivewhen it is sent to the correct email addresswhat are the three types of defective acceptancestime method meanswhat are defective acceptancesdue to failure to meets requirements that were given in the offerdefective acceptances (time)if the offer contains a specific deadline if there is no specific deadline then it expires after a reasonable timedefective acceptances - writingif the offer requires writing and you do not accept in writing then no contract is formed if offer does not require writing then oral is finedefective acceptance - meansIf acceptance is sent by unauthorized means Either 1. sent the wrong way (regular mail and not FedEx) or 2. Sent to wrong address or person AND 3. Acceptance is received after it would have been received using authorized meanswhen is acceptance affective when recieved1. rejection sent before acceptance but the acceptance arrives first 2. when the offer requires that acceptance is only effective on receipt 3. when acceptance is sent by unauthorized meanswhat is a variant acceptancean acceptance that contains different terms than the offercommon law - variant acceptancemirror image rule offer and acceptance must be identical variant acceptance is a counter offer so no KUCC - variant acceptancedoes it have this phrase: any acceptance that is not identical to the offer then the contract is not validdo terms from the battle of the forms worksheetwhat happens if mutual assent is missingcontract does not exisitwhat happens if mutual assent is missing but 1 party conferred benefits of anotherQuasi contract 1. benefit is conferred by plaintiff upon defendant 2. knowledge of the benefit by the defendant 3. voluntary acceptance of benefit by defendant or retention of benefit by defendant - unfair they keep and don't pay can sue for restitution - value of the benefit received by the owner