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CONTRACTS - Coggle Diagram
CONTRACTS
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STEP TWO: Formation
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Statute of Frauds
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FIVE TYPES OF CONTRACT: 1. Suretyship (promise to ay debts of another); 2. promise in consideration for marriage; 3. service K not capable of being performed within 1 year; 4. real estate; 5. Sale of goods $500 or more
Unilateral contract is formed by promise in exchange for performance
Bilateral contract is formed by exchange of promises
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COMMON LAW
Mirror image rule = if acceptance does not contain the same language as offer, new terms are a counteroffer and original offer terminated
Look for language like "provided" or "so long as" to indicate conditional acceptance, which terminates offer
UCC
Battle of the forms = acceptance not matching the terms of the offer can still be acceptance unless stated otherwise
"Unless acceptance is made expressly conditional on assent to additional or different terms, the nonconforming acceptance creates a valid and binding contract"
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ACCEPTANCE
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mailbox rule = acceptance goes by time/date postmarked, refusal/rejection goes by time/date letter opened
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DEFENSES to enforcement: lack of capacity, SoF, illegality, misrepresentation, nondisclosure unconscionability, mistake of fact (unilateral or mutual)
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STEP FOUR: Performance
Conditions
can be express, implied, or constructive
Constructive = read into by court; constructive condition precedent if both performances can be done simultaneously; CP to another if one takes longer
can be precedent, concurrent, or subsequent
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duty discharged by performance, tender of performance, or completion of condition subsequent OR if illegal, impossible, impractical, frustrated, or rescinded
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Estoppel
equitable estoppel = material of fact ----1. misrepresentation of material fact? 2. reliance on representation? 3. detriment created?
promissory estoppel = 1. promise, 2. was the promise reasonable, 3. is enforcement necessary?
STEP FIVE: Remedies
Damages
Common law: could be expectation damages, reliance damages, retitution, liquidated damages, etc.
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Equitable Remedies
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e.g. specific performance, negative injunctive relief, restitution, unjust enrichment
UCC: remedy for seller depends on whether goods have been delivers; for buyer could be either money damages or specific performace
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THIRD PARTIES
Beneficiaries
Incidental beneficiaries = benefitted from promisor's performance but benefit unintended, no standing to enforce K
Intended beneficiary = intended to benefit from promisor but no rights against promisee, yes standing to enforce promisor under K ; must be independent obligation for promisee to be liable
Assignment
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Non-assignable rights include: substantially change K's risks/duties; future rights under future K's; those that are illegal
Delegation
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delegator remains liable until novation, which = obligee exchanges liability of delegtaee for release of delegator
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