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Contracts - Coggle Diagram

- - - - Standard measure of money damages
    - - Alternative measure used when expectation damages are too speculate
    - - Foreseeable losses Indirectly resulting from a breach
    - - Commercially reasonable expenses Incurred by non-breaching party In the UCC Ks
  - - - Usually only available for Ks Involving real estate or unique goods
    - - Cancellation of a K
    - - Remedy whereby a K Is changed so that It reflects parties' original Intent
    - - In UCC Ks, unpaid sellers may stop delivery or reclaim goods from an Insolvent buyer
  - - - Depends on If buy accepts
        
        Non-acceptance
        
        Damages= Fair market value of perfectly-delivered goods minus FMV of the goods actually delivered
        
        Acceptance
        
        Damages= FMV
    - - Damages = whichever of following Is higher: FMV of goods at the time of breach minus K price OR Buyer's cost of covering/replacing goods minus K price
    - - Damages = K price
    - - K price minus market price at the time of delivery, or K price minus resale price plus provable lost profits
    - - FMV of goods at the time of conversion
    - - Buyers and sellers can also recover lost profits or damages for losses resulting from a breach/nonconformance
- - - - Demonstrated by a promise with clear and definite terms. Communication to an identified offeree
      - UCC Offers: quantity must be certain or capable of being made certain
        
        No unreasonably disproportionate Increase In quantity allowed
    - - An offer may be terminated by an act of a party or by operation of law
        
        Acts of Parties
        
        Rejection: terminates the offer and offeree's power of acceptance
        
        Express
        
        Effective when received
        
        Counteroffer
        
        terminates original offer and becomes a new offer
        
        Conditional acceptance
        
        terminates original offer and becomes a new offer
        
        look for: If, provided, so long as, etc.
        
        Acceptance with additional terms
        
        Common law
        
        Acceptance must mirror offer
        
        UCC
        
        K involving merchant
        
        1 more item...
        
        K involving non-merchant
        
        1 more item...
        
        Revocation
        
        Methods
        
        Unambiguous statement
        
        Indicate unwillingness or inability to contract
        
        Limits
        
        Only effective upon receipt by offeree
        
        Cannot be revoked once accepted
        
        Unilateral Ks- start of performance makes offer irrevocable
        
        Irrevocable offers
        
        Option K: promise to keep an offer
        
        UCC firm offers: merchant offer made in a signed writing assures offer will be held open is irrevocable for time stated; no consideration needed
        
        Detrimental reliance by offerree: reliance must be reasonable
        
        Lapse of time
        
        Offeror can set a time limit for acceptance, at the end of which offeree's power of acceptance automatically terminates
        
        Operation of Law
        
        Destruction of proposed K' subject matter
        
        Death or Insanity
        
        Supervening Illegality
  - - - Mirror Image Rule: Acceptance must mirror offer's terms
    - - Acceptance with additional terms: Both parties merchants?
        
        Yes
        
        K formed with additional terms unless: Additional terms change material, offer limits acceptances, offeror objects within reasonable time
        
        No
        
        K formed, but without additional terms
      - Acceptance by shipment
        
        Merchant may accept an offer to buy goods by:
        
        Providing a promise to ship goods
        
        Promptly shipping conforming goods
    - - Offer: effective upon receipt
      - acceptance: effective upon dispatch
      - Revocation: effective upon receipt
    - - Unilateral Ks
        
        Complete performance required
      - Bilateral Ks
        
        Partial performance shows acceptance
      - Requiring acceptance by promise
        
        Offeree begins to perform and offeror knows offeree has begun performance and acquiesces
  - - - Benefit to promisor or detriment to promisee
      - Promise must Induce detriment AND detriment must Induce promise
      - Detriment Is obligation to do or refrain from doing something one would otherwise not be obligated to do or refrain from doing
    - - Promises of gifts or conditional gifts
      - Illusory promise: promise where there Is no obligation to perform
    - - Promisor reasonably expects reliance by promisee
      - Promisee acts or refrains from acting In detrimental reliance
      - Injustice will occur without enforcement of promise
  - - - Subject matter or purpose of K Is Illegal
    - - K that Is formed based on fraud or misrepresentation
    - - Signed Writing and Performance
        
        Marriage
        
        Services K Incapable of being performed within 1 year
        
        Land-related Ks
        
        Executor Promises
        
        Guarantees
        
        Sales of goods $500 or more
    - - K that Is Induced by force, coercion, or duress
    - - One or both parties lack capacity to enter K
    - - K that Is unfair or oppressive to one party
    - - Where there Is ambiguity concerning terms of a K
    - - Where one or both parties Is mistaken concerning underlying facts of a K
- - - - Under UCC Ks, seller's performance must be perfect with respect to the goods delivered and the manner of delivery
        
        Buyer can either keep or reject upon seller's Imperfect tender
    - - Under UCC Ks, buyer does not officially accept until goods are delivered and she has an opportunity to Inspect and/or notify seller
        
        Acceptance of goods occurs If either: Buyer confirms acceptance or buyer Is silent
        
        Buyer cannot reject after acceptance unless discovers a defect
    - - If buyer has notified seller of Imperfect tender (I.e. delivery of nonconforming goods), seller may have an opportunity to cure
        
        Seller can cure If: Seller gives buyer notice of Intent to cure and time for performance has not yet expired. Seller had reasonable grounds to believe nonconforming goods sent would be acceptable
  - - - Under common law K, If one party has substantially performed, the other party Is obligated to perform and complete performance
    - - Occurs when one party's failure to perform under the K substantially deprives the other party of the benefit they bargained for
  - - - Agreed upon limitations on performance In K
    - - Insecurity arises when a party to a K has reasonable grounds to believe the other party will be unwilling or unable to perform under the K. Adequate Assurances are commercially reasonable commitment from a party that It will perform under the K
    - - Arises when one party to a K makes It clear that he will not perform under the K
    - - If an unforeseen event occurs after K formation but before performance Is complete, performance may be excused as Impossible or Impracticable
    - - A party's duty to perform under a K may be discharged If an unforeseen event occurs that undermines (I.e. frustrates) one or both party's principal purpose for entering Into the K
  - - - Serves to discharge duties under the K
    - - M: Occurs when parties change terms of the original k
      - N: Parties agree to substitute a new party to perform
    - - A: new agreement to accept alternative performance In lieu of the original performance obligation
      - S: Performance of the accord agreement
- - - - Express Warranty
        
        Promise about the quality of a feature of a product
      - Implied Warranty of Merchantability
        
        Seller automatically warrants goods are fit for their ordinary purpose
      - Implied warranty of fitness for a particular purpose
        
        Seller warrants goods are fit for buyer's purpose
      - Limiting warranty liability
        
        K can limit liability for warranties
    - - Generally damages amount to the difference between current value and value as warranted by seller
  - - - Applies If K Is a complete Integration
- - - - If valid defense:
        
        Voidable: one or both parties may elect to void the K
        
        Unenforceable: otherwise valid K that Is unenforceable
        
        Void: K never had legal effect
- - - - UCC
        
        Are one or both parties a merchant (one who regularly deals In goods of the kind sold or who otherwise by his profession holds himself out as having special knowledge or skills as to the practices or goods Involved)?
        
        Additional rules such as acceptance with additional terms: FC 8
    - - Common Law
        
        Real Estate
        
        Services Contracts
    - - A combo of services and the sale of goods, analysis determines which part Is predominant and applies law to entire contract
        
        Predominant purpose of the K dictates the applicable law
        
        However, If K terms divide payment between goods and services, apply the UCC to sale of goods portion of the K and common law to remainder