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Contracts - Coggle Diagram

- - - - Incidental beneficiaries, no standing
      - Intended beneficiaries, may enforce contract against breaching promisor.
        
        However, do not have rights against promisee in event performance is not forthcoming.
        
        Must be independent obligation for promisee to be liable
  - - - Can be partial
      - Assignee may enforce contract against obligor
    - - those that substantially change the contract's risk/duties, those that are for future rights to arise under future contracts, and those that are illegal
  - - - Novation occurs when the obligee agrees to release delegator in return for the liability of the delagatee.
- - - - Step 3: Interpretation
        
        Step 4: Performance
        
        Step 5: Remedies
        
        Monetary Damages
        
        Expectation
        
        Reliance
        
        Restitution
        
        Liquidated Damages
        
        Equitable Remedies
        
        Specific Performance
        
        only when monetary award would be inadequate to grant relief to aggrieved party
        
        Unique objects and real property
        
        Usually not available for personal service contracts or contracts requiring ongoing cooperation between parties.
        
        Unjust Enrichment
        
        Restitution
        
        Negative injunctive relief
        
        Court will consider whether aggrieved party has clean hands or whether they have waited too long to seek recovery (laches).
        
        UCC remedies, depend on whether goods have been delivered
        
        Include damages and specific performance.
        
        One key factor is whether buyer has covered its loss by purchasing replacement goods.
        
        Duty discharged to perform discharged by performance, tender of performance, and by completion of a condition subsequent.
        
        Also discharge, if performance is illegal, impossible, impractical, frustrated, or rescinded
        
        Failure to perform constitutes a breach
        
        Conditions
        
        Be expressed, implied, or constructive. Conditions can be precedent, concurrent, or subsequent.
        
        Constructive conditions are read in by court or if both performances can be performed simultaneously. then each is a condition precedent to each other,
        
        If one party's performance will take longer it is constructive cond. precedent to the other.
        
        Failure to fulfill condition does not necessarily mean breach of contract, but may relieve other party of performance,
        
        Breach
        
        Occurs when failure to perform under duty to perform.
        
        If minor, does not relive non -breaching party from performance, but that part is entitled to damages.
        
        Material Breach excuses non-breaching party from performance and is entitled to all available remedies.
        
        UCC
        
        If goods or their delivery fails to conform in any way to contract
        
        buyer may reject them, accept them, or just accept certain ones,
        
        1 more item...
        
        Acceptance may be rejected if goods are so defective that their value is substantially impaired.
        
        Common Law
        
        Language Given ordinary meaning, construed against the drafter if there is ambiguity.
        
        Gap Filling Procedures
        
        Missing Terms
        
        Price and Duration
        
        Both require obligation of Good Faith and Fair Dealing
        
        Parol Evidence Rule
        
        whether meaning of a document can be determined by the negotiations of the parties prior to the written contract.
        
        Admissibility?
        
        3 more items...
        
        UCC
        
        Gap Filling Procedures
        
        Warranties
        
        Express warranties are created by seller
        
        Implied warranty of merchantability included in every sale
        
        Unless
        
        2 more items...
        
        Implied warranty of fitness for a particular purpose
        
        Needs direct representation by the seller or the sellers rep. that the product fits what the buyer wants.
        
        1 more item...
        
        Missing Terms
        
        Price, time, place of delivery. UCC can fill these in
        
        UCC will use usage of trade, course of dealing, and course of performance to supplement terms of the written contract.
        
        To contradict terms of agreement, UCC will use usage of trade, course of dealing, and course of performance to supplement terms of the written contract.
        
        Other interpretation issues are: Ambiguity, trade usage, and course of dealing.
      - UCC
        
        Common Law Principles Apply Unless otherwise stated/modified by the code.
        
        Change of new terms, Depends
        
        Battle of Forms - nonconforming acceptance as legally effect acceptance
        
        Unless acceptance is expressly conditioned on assent to additional terms
        
        If buyer is consumer, additional terms treated as proposals.
        
        If both are merchants, additional terms become part of contract
        
        Except if offer expressly limits acceptance to its terms, offeror objects within a reasonable time, or additional terms would materially alter the contract.
        
        If terms are different, Knockout Rule applies and omits the offeror's original provision and the offeree's differing provision from the resulting contract.
        
        Consideration not required for modification of goods contract
        
        Good faith is test
        
        Writing when required needs to state, contract for sale of goods and contains quantity of goods.
      - Common Law
        
        Mutual Assent
        
        Offer
        
        Acceptance
        
        Offer exists when there was intent to enter a contract through a promise or undertaking
        
        Terms must be definite and certain, must be communicated to offeree, giving them actual knowledge of the offer
        
        Offer cannot be accepted if terminated
        
        By Offereor
        
        1 more item...
        
        By Offeree
        
        2 more items...
        
        Can be modified by stating condition.
        
        Silent to method of acceptance,offeree can indicate acceptance by starting performance
        
        For Unilateral Contracts, offeree must complete performance for there to be a contract
        
        Acceptance by letter, valid upon dispatch
        
        Absence of defense to enforecment
        
        Lack of Capacity
        
        Under Age of 18, mental incompetency that lacks ability to understand the agreement and intoxicated person in the other party has reason to know.
        
        Statute of Frauds
        
        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 evidence by writing, [for party claiming contract exists show writing signed by defendant and the material terms are included]
        
        Illegality
        
        Misrepresentation
        
        Mistake of fact
        
        Both are mistaken, contract is void
        
        One party, one party mistaken, mistake does not prevent enforcement unless other party know or had knowledge to had reason to know about the mistaken party.
        
        Whether mutual or unilateral
        
        Consideration
        
        Bargained-for-exchange
        
        Legal Detriment for Legal Detriment
        
        Act of Forbearance by promise, if it gives promisor benefit is valid
        
        Legal Benefit for Legal Benefit
        
        Pre-existing contractional or statutory duty cannot act as consideration
        
        Unless new consideration given.
        
        Substitutes for Consideration
        
        Promissory Estoppel or Detrimental Reliance
        
        Requires: Promise; Reliance that is reasonable, detrimental, and foreseeable,; and enforcement necessary to avoid injustice
      - If it states a valid contract is form, do not need to analyze this section
    - - UCC
        
        However, a second preliminary step occurs: Are one or both parties a merchant?
        
        Merchant is defined as "one who regularly deals in goods of the kind sold or who otherwise by his profession holds himself as having special knowledge or skills as to the practices or goods involved."
    - - What part of the contract is predominant, if goods it is UCC and if services it is common law
    - - Common Law