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Contracts - Coggle Diagram

- - - - if missing terms completely, provides missing terms including price and duration
      - Requires obligation of good faith and fair dealing
    - - Warranties
        
        Implies warranty of merchantability
        
        Included with every sale of goods
        
        Goods must be fit for its ordinary purpose
        
        Implies warranty of fitness
        
        Must be direct representation by seller or seller's representative that product fits what buyer wants
        
        Express warranty
        
        Created by seller
        
        Become part of agreement if basis of bargain
        
        Can be altered by
        
        Explicitly excluding or modyfying language mentioning merchantability
        
        Course of dealing, course of performance, usage of trade indicates exclusion
  - - - Explain or interpret terms of written contract = admissible
      - Supplement terms of written contract admissible unless contract completely integrated
        
        UCC uses usage of trade, course of dealing, and course of performance to supplement terms
      - UCC uses course of dealing or course of performance to qualify meaning of term
      - To prove contract invalid or unenforceable = admissible
    - - Integrated = whether parties intended written contract to be final terms
        
        Merger clause: states words to the effect that writing is complete and entire agreement
- - - - Those that are for future rights to arise under future contracts
      - Those that are illegal
      - Those that substantially change contract's risks/duties
  - - - Novation occurs when obligee agrees to release delegator in return for liability
    - - Personal perfroamnce when recipient relies on qualities of party to render performance
      - If contract prohibits delegation
  - - - Those that benefit from a promiser's performance but not intended to benefit
      - No standing to enforce
    - - Promisor's performance intended to benefit
      - May enforce
      - Do not have rights against promisee in event performance not forthcoming
        
        Must have independent obligation for promisee to be liable
- - - - Small failure to perform when under duty
      - Does not relieve non-breaching party, but entitled to damages
    - - Excuses non-breaching party from performance, and entitled to all available remedies
    - - Cannot reject after accepting by inspection and indicating ok, or failing to inspect
      - Acceptance can be revoked if goods so defective value is substantially imparied
- - - - Good faith is test for changes
    - - substitute for consideration that requires
        
        Reliance that is reasonable, detrimental, and foreseable
        
        Enforcement necessary to avoid injustice
        
        Promise
  - - - 5 Types
        
        Real estate contracts
        
        Promise in consideration of marriage
        
        Sale of goods for $500 or more
        
        Promise to pay debts of another (suretyship)
        
        Service contract not capable of being performed within a year
      - Must be evidenced by writing signed by parties sought to be bound
        
        Common Law: party caliming contract must show writing signed by defendant with material terms
        
        UCC: writing states it is a contract for sale of goods and contains the quantity of goods
    - - Minors; under age 18
      - Mental incompetence that lacks ability to understand agreement
      - Intoxicated persons, if other party has reason to know
    - - Mutual mistake
        
        Both parties mistaken, contract voidable by adversely affected party
      - Unilateral mistake
        
        Mistake does not prevent contract unless non-mistaken party knew or had reason to know about mistake, then voidable
  - - - Intent to enter contract through promise or undertaking
      - Must be definite and certain
      - Must be communicated to offeree, giving actual knowledge of offer
    - - Cannot be done if offer terminated
        
        Revocation
        
        Rejection
        
        Counteroffer
        
        Mirror-image rule: If acceptance not exactly same terms then new terms revoke original offer and is counteroffer under common law
      - UCC: change of terms not counteroffer and acceptance unless stated otherwise in one of the forms
        
        Battle of the Forms: nonconforming acceptance legally effective acceptance unless acceptance expressly made conditional on assent of additional/different terms
        
        If buyer consumer, additional terms are proposals
        
        If both merchants, additional terms part of contract unless
        
        offeror objects within a reasonable time
        
        additional terms matierlaly alter contract
        
        offer expressly limits acceptance to its terms
        
        Knockout Rule: if terms are different, original provision and different provision omitted
      - Offeror can control by stating conditions
        
        If silent, acceptance through performance ok
        
        Unilateral contract
        
        Promise in exchange for performance
        
        Bilateral Contract
        
        Exchange of promises
      - Mailbox Rule: Acceptance is valid upon dispatch
        
        If subsequent letter sent, whichever received first applies
- - - - Merchant
        
        Regularly deals in goods of the kind sold
        
        by profession holds himself out as having special knowledge or skills as to the practices or goods involved
- - - - Seller's remedies depend on good delivered
      - Buyer's remedies include damages or specific performance
        
        Key factor: has buyer covered loss w/ replacement goods
  - - - Available only when monetary award inadequate relief
      - Avialable for unique objects and real property
      - Not available for personal services contracts, or contracts requiring ongoing cooperation b/w parties