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Contracts - Coggle Diagram

- - - - Delegator remains liable unless there was a novation
        
        A novation occurs when the obligee agrees to release the delegator in return for the liability of the delegatee
        
        Non-delegable: personal perfomance contract when the recipient relies on the qualities of the party who is to render the performance
  - - - owner must manifest intent to make a transfer
        
        partial assignments are valid
        
        Certain rights are not assignable: those that substantially change the contract's risks/duties, those that are for future rights to arise under future contracts, and those that are illegal
  - - - Incidental beneficiaries are those that benefit from a promisor's performance, but were not intended to benefit (NO STANDING)
      - Intended beneficiaries: the promisor's performance was intended to benefit that party (STANDING)
- - - - Breach occurs when there is a failure to perform under a duty to perform.
        
        UCC: if the goods or their deliver fail to conform in any way to the contract, the buyer may reject them, accept them, or just accept certain ones
      - If breach is minor, then it does not relieve the nom-breaching party to performance but that party is entitled to damages
        
        A material brief excuses the non-breaching party from performance and he is entitled to all available remedies
- - - - UCC Applies
        
        Are one or several parties a merchant?
        
        Yes?
        
        Several additional rules may apply
        
        No?
        
        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 practice of goods involved
    - - Common Law of Contracts applies
    - - apply which part is the most predominant
- - - - Warranties
        
        Implied warranty of fitness for a particular purpose
        
        Usually unusual facts. There must be a direct representation by the seller or their representative that the product fits what the buyer wants
        
        Implied warranty of merchantability
        
        Included with every sale of goods. Goods must be fit for their ordinary purpose
        
        All implied warranties can be altered by a seller by explicity excluding or modifying the language mentioning merchantiability
        
        Express warranty
    - - UCC provides the missing terms: price time place of delivery
      - Common law provides price and duration
  - - - what is the purpose of which the evidence is being introduceD/ 2. does the evidence relate to a term or contract that is integrated
        
        Integration: whether the parties intended the writing contract to be the final discussion as to specific terms
        
        merger clause: words to the effect that the writing is the complete and entire agreement of the parties
        
        If the purpose of the extrinsic evidence is to explain or interpret the terms of a written contract, parol evidence is admissible
        
        Sometimes there is a requirement of a showing that the term is ambiguous
- - - - reliance damages
      - restitution
      - Expectation damages
      - liquidated damages
  - - - an extraordinary remedy available only when monetary award would be inadequate to grant relief to the aggrieved party
        
        Typically applied to unique objects and real property (so unlikely for the common law)
      - when considering an equitable remedy, the court will consider whether the aggrieved party has cleaned hands or has waited too long to seek recovery (latches)
- - - - Mutual Assent
        
        Offer
        
        Intent to enter a contract through a promise or undertaking
        
        if intent, terms, and communication, offer creates power of acceptance
        
        An offer may be terminated by:
        
        offeror-revocation
        
        offeree
        
        Rejection
        
        Counteroffer
        
        2 more items...
        
        terms of deal must be definite, and certain, and the offer must be communicated to the offerree, giving her actual knowledge of the offer
        
        Acceptance of Offer
        
        offeror can control mode
        
        if mode is silent, offerree may indicate its acceptance through starting performance
        
        Acceptance by letter
        
        valid upon dispatch--when the offeree places the letter in the mail
        
        If a subsequent letter is mailed to revoke the offer, whichever is received first controls
        
        Consideration
        
        Bargained-for exchange
        
        promise must induce the detriment and detriment must induce the promise
        
        forbearance of the promise is sufficient if it gives the promisor the benefit
        
        Common Law
        
        existing or contractural or statutory duty cannot act as consideration for a new promise
        
        UCC
        
        New Consideration is not required for modification
        
        Instead, good faith test applies
        
        Exceptions:
        
        Primissory Estoppel
        
        Reliance that is reasonable, detrimental, and foreseeable
        
        Enforcement necessary to avoid injustice
        
        Promise