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Contract Law ((CONSIDERATION = bargained for legal detriment to the EE (OR…
Contract Law
CONSIDERATION = bargained for legal detriment to the EE
OR: Promissory Estoppel (aka detrimental reliance) REQs (1) Promise; (2) Reliance that is reasonable, detrimental, and foreseeable; and (3) Enforcement necessary to avoid injustice
Reciprocal Inducement = promise induces the detriment and detriment induces the promise
Act of forbearance by EE is sufficient (if OR receives benefit)
Offer = requires intent to enter into a K through a promise or undertaking
Terms must be: (1) Definite & Certain & (2) Communicated to the EE (creating actual knowledge of the offer)
Power of Acceptance = Created by the offer
Offer may NOT be accepted if the offer has been TERMINATED by either the OR or EE:
By OR—Revocation
By EE
Rejection
Counteroffer (GR terminates the offer and creates a new)
"Mirror-Image Rule" = Acceptance must contain the exact same terms as the offer
Defenses: (1) Capacity, (2) Statute of Frauds, (3) Illegality, (4) Misrepresentation, (5) Nondisclosure, (6) Duress, (7) Unconscionability, and (8) Mistake of Fact
Formation of a K
Elements: (1) Offer (2) Acceptance (3) Consideration (4) No Defenses
"Mutual Assent" = O/A
Two Types of Ks: (1) Bilateral (2) Unilateral
Bilateral = Exchange of Promises
Unilateral = Promise for Performance (performance = A)
Third Party Beneficiaries
Assignment
Only rights that cannot be assigned (materially change the other party's duty, risk, etc.)
Transfer of right to receive a performance under K
Delegation
Impersonal duties (cannot be delegated if it matters who does it)
Must have novation which occurs when EE agrees to release the OR in return for liability of the EE
Vested Rights when the Beneficiary: manifests assent to the promise; sues to enforce the promise; or justifiably relies on the promise (promissory estoppel).
Common Law or UCC?
UCC only applies to "transactions" which are "sales of tangible, personal property"
If UCC applies, you must ask: Are either parties considered merchants?
Performance
Discharged if performance is illegal, impossible, impractical, frustrated, or rescinded
Failure to fulfill = Breach = Assumpsit
Duty to perform is discharged by performance, by tender of performance, and by a completed condition subsequent
Remedies
Monetary or Equitable?
$$$: Expectation, Reliance, Restitution, and Liquidated
=: Specific Performance, Restitution, Unjust Enrichment, Negative Injunctive Relief
Interpretation
Construed as a whole, with preference given to written provisions, using the ordinary meanings of words and construed against the drafter if ambiguity arises.
Key Areas: (1) Gap-Filling Provisions & (2) Parol Evidence Rule
(1) E.g. Warranties or Missing Terms
(2) Parole Evidence Rule = (i) what is the purpose for which the evidence is being introduced? (ii) does the evidence relate to a term or contract that is integrated
"Integration" = Whether the parties intended the written contract to be the final discussion as to specific terms