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Contracts - Coggle Diagram

- - - - By Offeror––Revocation
      - By Offeree––Rejection or Counteroffer
        
        Counteroffer: terminates the offer and creates a new offer
        
        Common Law: Mirror-Image Rule
        
        Conditional Acceptance
        
        "Provided" or, "so long as"
        
        UCC: change of terms can constitute acceptance unless stated otherwise
        
        Battle of the Forms: nonconforming acceptance is treated as a legally effective acceptance
        
        UNLESS
        
        (1) Acceptance is expressly made conditional on assent to the additional or different terms
        
        (2) If the buyer is a consumer, additional terms are treated as proposals
        
        (3) If both are merchants: additional terms become part of the contract unless
        
        3 more items...
        
        Knockout Rule: omits the offeror's original provision and the offeree's differing provision
  - - - If the offeree changes its mind and sends a later acceptance, then whichever is received first controls
    - - If Unilateral: offeree must complete the performance to create a contract
  - - - Forbearance: by the promisee is sufficient if it gives the promisor a benefit
    - - Common Law: requires consideration
      - UCC: only requires Good faith
    - - Requires: (1) Promise; (2) Reliance that is reasonable, detrimental, and foreseeable; and (3) Enforcement necessary to avoid injustice
  - - - Statute of Frauds: Five types of Contracts
        
        Promise to pay the debts of another (suretyship)
        
        Promise in consideration of marriage
        
        Service contract not capable of being performed within a year from the time of the contract
        
        Real Estate Contracts
        
        Sale of Goods for $500 or more
        
        Must be evidenced by a writing signed by the parties sought to be bound which includes the material terms
        
        UCC Requirement: writing must state it is a contract for the sale of goods and contains the quantity of goods
      - Mutual Mistake: contract is voidable by the adversely affected party
      - Unilateral Mistake: does not prevent enforcement BUT if the noon-mistaken party knew or had reason to know about the mistake, the contract is voidable by the mistaken party
- - - - Constructive: read into the contract by a court; or if both performances can be performed simultaneously, each is a constructive condition precedent to each other.
  - - - CANNOT reject after accepting and inspecting and indicating the goods do conform or by failing to inspect
      - CAN revoke acceptance if the goods are so defective that their value is. substantially impaired
- - - - Admissibility depends: (1) What is the purpose for which the evidence is being introduced? AND (2) Does the evidence relate to a term or contract that is integrated?
        
        Does NOT bar evidence to prove the written agreement is invalid or unenforceable
      - Integration: whether the parties intended the written contract to be the final discussion as to specific terms
        
        Was a Merger Clause included?
        
        Does it contain words to the effect that the writing is complete and entire agreement? Is it detailed?
        
        IF NO, parol evidence is admissible: if the purpose of extrinsic evidence is to explain or interpret the terms oof a written contract
        
        Some jurisdictions require ambiguity
        
        NOT Integrated : parol evidence is admissible to supplement the terms, CAN contradict the agreement
  - - - Missing Terms
        
        UCC provides: price, time, and place of delivery
        
        Requires good faith and fair dealing
        
        Common Law: price and duration
        
        Requires good-faith and fair dealing
    - - Created by the Seller and become apart of the agreement if the basis of the bargain
    - - Included with every sale of goods
        
        Seller can alter by explicitly excluding or modifying language mentioning merchantability
        
        If in writing, must be conspicuous
        
        Course of Dealing, Course of Performance, or Usage of Trade may indicate that the warranty is excluded or modified
    - - Goods must be fit for their ordinary purposes
      - Must be a direct representation by the seller or the seller's representative that the product fits what the buyer wants
- - - - Expectation
      - Reliance
      - Restitution
      - Liquidated Damages
  - - - Damages or Specific Performance
        
        Key: whether the buyer covered its loss by purchasing replacement goods
        
        Equitable Remedies: specific performance, restitution, unjust enrichment, and negative injunctive relief
        
        Specific Performance: when monetary is not enough; available for unique objects and real property
        
        Laches? Did the aggrieved party wait too long to seek a recovery
- - - - Was it incidental?
        
        A benefit from a promisor's performance that was not intended to benefit = No Standing to sue
      - Intended Beneficiaries: may enforce the contract against a breaching promisor
        
        NOT against the promisee in the event performance does not occur UNLESS there is an independent obligation for the promisee
  - - - Requirement: Owner must manifest an intention
        
        Partial Assignment are valid
        
        Assignee may enforce the contract against the obligor
        
        Exceptions: (1) those that substantially change the contractor's risks/duties; (2) those that are future rights to arise under future contracts; (3) those that are illegal
  - - - Delegator remains liable for its performance unless novation
        
        Novation: when the obligee agrees to release the delegator
      - CANNOT be delegated: personal performance contracts when the recipient relies on the qualities of the party who is to render the performance OR if the contract prohibits delegation
- - - - Determine which part is the most predominant and apply that law to the entire contract
    - - UCC applies to transactions in goods. Otherwise common law of contracts governs.
        
        Merchant?
        
        Are one or both parties merchants?
        
        Merchant: one who regularly deals in those 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.
    - - Common Law: "Because this is a services contract or real estate contract, the common law of contracts governs instead of the UCC.