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Contracts - Coggle Diagram

- - - - Defenses to enforcement: lack of capacity (under 18/mental incompetence/obviously intoxicated), SOL, illegality, misrepresentation, nondisclosure, duress, unconscionability, and mistake of fact
        
        SOL (heavily tested) applies to 5 types of contracts: promise to pay the debts of another (suretyship), promise in consideration of marriage, service contract not capable of being performed w/in a year from time of service, RE contracts, sale of goods $500+
        
        When both parties to a contract are mistaken about a material fact, the contract is voidable by the adversely affected party. If one party is mistaken about facts, the mistake does not prevent contract enforcement. If non-mistaken party knew/had reason to know abotu the mistake by the other party, contract is voidable by mistaken party.
      - Interpretation of terms: Preferably in writing. Ambiguity is construed against the drafter.
      - Warranties
        
        Express: created by the seller. Part of the agreement if they are the basis of the bargain.
        
        Implied warranty of merchantability: included in every sale of goods
        
        Implied warranty of fitness of specific purpose: must be direct representation by the seller that product is what the buyer wants
      - Parol evidence (heavily tested): negotiations prior to the written contract. Admissibility depends on:
        
        What is the purpose the evidence is being introduced? and;
        
        If admitted to explain or interpret the terms of a written contract, parol evidence is admissible. May be used to prove written agreement is invalid or unenforceable.
        
        Does the evidence relate to a term or contract that is integrated?
  - - - Offer requires mutual assent: there was an offer and an acceptance of that offer (No defense to enforcement must exist.) Offer= intent to enter a contract through a promise or undertaking. Offer may be terminated by offeror (by revocation) or offeree (by rejection, counteroffer). Counteroffer generally terminates the offer and creates a new offer.
        
        Bilateral: exchange of promises
        
        Unilateral: a promise in exchange for performance
      - Acceptance: Offeror can control method of acceptance by stating conditions (UCC & Common Law).
        
        Common law: If the acceptance does not contain the same terms as the offer, the new terms are treated as revocation of the original offer
        
        UCC: change of terms is not a counter offer and may be acceptance unless otherwise stated in one of the forms (battle of the forms is treated as acceptance)
        
        Unless acceptance is expressly conditional on assent to additional or different terms, nonconforming acceptance creates a contract. .
        
        If buyer is consumer, additoinal terms are proposals
        
        If both parties merchants, additional terms become part of the contract unless the offer expressly limits acceptance to its terms, the offeror objects w/in reasonable time, and the additional terms would materially alter the contract (knockout rule: if terms are different, they omit the offeror's original provision and the offeree's differing provision from the resulting contract)
        
        Acceptance may be revoked if the goods are so defective that their value is substantially impaired
        
        If the offer is silent, offeree may accept by starting performance
        
        Conditional acceptance terminates the offer
      - Consideration: bargained-for excahnge. Must induce detreime that induces the promise.
        
        Common law: pre-existing contractual or statutory duty cannot act as consideration. New consdieration is required.
        
        UCC: new consideration is not required to modify a sale of goods contract.
        
        Promissory estoppel is a substitute for consdieration. It requires: 1. promise; 2. relance that is reasonale, detrimental, and foreseeable; and 3. enforcement necessary to avoid injustice.
  - - - UCC only applies to a tranaction of goods
    - - Common law applies to real estate and service contracts
    - - Determine primary purpose of the contract
  - - - Common law: range from expectation damages, reliance damages, restitution, and liquidated damages
      - UCC: depend on whether the goods have been delivered
    - - Specific performance (only when other remedies not adequate [objects and RE]), restitution, unjust enrichment, and negative injunctive relief. Usually not available for personal services or ongoing contracts
        
        Court will consider whether aggreive party has clean hands or has waited too long to seek recovey (laches)