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Contract Law - Coggle Diagram
Contract Law
Step 4: Performance
a duty to perform, by performance, tender of performance and completed condition subsequent.
discharge if performance is illegal
Conditions
express/implied/constructive; precedent/concurrent/subsequent
Read by court
Breach: failure to perform
Step 2: Formation
Bilateral
Unilateral
promise in exchange for performance
mutual assent: offer/acceptance
offer: intent to enter a K through promise or indertaking
termination of offer: by offeror - revocation; by offeree; rejection; counteroffer
counteroffer: generally terminates offer and creates a new offer
bargaining not a counteroffer
look for language: "provided" or "so long as"
acceptance: UCC/common law both control method of acceptance
letter rule: upon dispatch
Consideration
Bargained for exchange
induce detriment and the detriment must induce the promise
act of forbearance by the promisee is sufficient if it gives the promisor a benefit
Exception: promissory estoppel
1) Promise; 2) Reliance that is reasonable, detrimental, and foreseeable; 3) enforcement necessary to avoid injustice
Defenses: Statute of Frauds (Heavily tested area)
Needs written signature
Promise to pay the debts of another (suretyship)
Promise in consideration of marriage
Service K not capable of being performed within a year from the time of the K
Real Estate K
Sale of Goods $500 and more
Step 3: Interpretation (Once K is formed)
Warranties
UCC: implied warranty of merchantability
implied warranty of fitness
Express Warranty
parol evidence rule
governs whether the meaning of a document can be determined by the negotiations of the parties prior to the written K
2 questions
Purpose of evidence?
Relate to term/K?
Integration: intention to write K?
Merger clause?
states words to the effect that the writing is the complete and entire agreement of the parties
Third Parties
come into play in three ways
beneficiary
assignment
delegation
Step 1: Common Law/UCC?
UCC: Transaction of Goods
Transaction of Goods: sale of tangible personal property
Are one/both parties a merchant?
Merchant Def: 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
Real Estate/Service K: governed by common law
Step 5: Remedies
Common Law
Expectation damages
Reliance
restitution
liquidated damages
Equitable Remedies
Specific Performance
Monetary damages
UCC: remedies depend on whether the goods have been delivered
