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PMBR MBE FC Contract

QuestionAnswer
Offer An objective manifestation by the offeror of a willingness to enter into a bargain creating the power of acceptance in the offeree.
Acceptance An objective manifestation by the offeree to be bound by the terms of the offer.
Termination of an Offer •Death of the offeror •Revocation •Rejection •Counteroffer •Lapse of time
Rejection versus Inquiry Rejection terminates the offeree’s power of acceptance. Inquiry does not terminate the offeree’s power of acceptance Offeror can renew offer in the face of a rejection.
Offer Offeror -> Offeree Revoke Accept Reject Counteroffer Inquiry
UCC 2-206: Non-Conforming Goods If non-conforming goods are shipped, the shipment serves as an acceptance and at the same time a breach.
Unilateral or Bilateral? Unilateral Contract Bilateral Contract Offeror makes Offeror and offeree an offer that calls exchange mutual for performance promises Looking for action Looking for promise
UCC 2-205: Firm Offer Rule A signed writing by a merchant which by its terms gives assurances that it will be held open is not revocable for lack of consideration for the stated period of time not to exceed three months.
Consideration Bargained for legal detriment.
Consideration Considerations • Look for a valid contract -Is there a bargain the court must enforce? -Bargained for exchange -Forbearance to sue • Look for a substitute for consideration -Is there a bargain the court should enforce?
Implied in Law Contracts -Quasi-contract-not actual K,but a legal substitute for a K formed to impose equity between 2 parties. -K should have been formed,though actually it was not not. -Used when a court faces a situation of injustice to enforce agreement to ensure fairness.
Modification A subsequent agreement that alters or changes the parties’ duties and obligations under the terms of their original contract.
Modification UCC vs. Common Law UCC Common Law good faith pre existing duty rule no consideration new consideration required required
Pre Existing Duty Rule Performance of an act by which a party is already contractually bound to perform does not constitute valid consideration for a new promise.
Mutual Mistake Both parties are mistaken as to a material element that goes to the heart or essence of the bargain. Remedy: Rescission
Unilateral Mistake Contract enforceable against mistaken party unless non-mistaken party knew or should have known of the other’s mistake.
Anti Assignment Clause -Assignor needn't consult other party of K -Ass-t can't have any effect on the duties of OP to K, can't reduce possibility of OP receiving full perf of same qual -Some performances can't be assigned b/c they create unique relationship between parties to
Implied in Law A legal substitute for a contract formed to impose equity between two parties. A contract should have been formed, even though in actuality it was not.
Implied In Fact An agreement founded upon a meeting of the minds, which, although not embodied in an express contract, is inferred from the conduct of the parties.
Remedies Law --> Money Damages Equity --> Injunction Specific Performance Rescission Reformation Quiet title actions Partition proceedings
Specific Performance A remedy used to enforce a contract for the sale of unique item of personal property or real property.
Condition Precedent An act or an event (other than the lapse of time) that must occur first before a party is under a duty to perform.
Contracts with Minors -Minors are regarded as not having sufficient capacity to comprehend Qs involving Kual rights -Person deals with M at his peril;subject to the right of M to avoid the K -Certain K cannot be voided: Taxes, Penalties, Bank Regulations, Military, Necessari
Statute of Frauds M Marriage Y Year (1) L Land E Executor G Guarantee S Sale of goods ($500+)
Main Purpose Rule An oral promise to answer for the debt of another is enforceable if the promisor’s main purpose is to further his own economic advantage.
Parol Evidence Rule Once the parties have reduced their agreement to a writing, evidence of any prior oral or written or contemporaneous oral agreements is inadmissible to alter, vary, or contradict the terms of the writing.
Parol Evidence Rule Exceptions •Fraud •Mistake •Illegality •Duress •Partial Integration •Conditions precedent
UCC - UCC 2-205: Firm Offer Rule A signed writing by a merchant which by its terms gives assurances that it will be held open is not revocable for lack of consideration for the stated period of time not to exceed three months
UCC - Requirements Contract A contract in which one party agrees to supply as much of a good or service as is required by the other party, and in exchange the other party expressly or implicitly promises that it will obtain its goods or services exclusively from the first party
UCC - UCC 2-712: Cover by Buyer After covering aggrieved buyer may recover: Price to Cover – Contract Price __________________ PLUS Incidental and Consequential Damages
UCC - UCC 2-615: Impracticability Delay in delivery or non delivery…by a seller is not a breach if the seller’s performance is made impracticable by a contingency whose nonoccurrence was a basic assumption on which the contract was made
UCC - Impossibility Subjective impossibility will not excuse duties of performance under a contract Objective impossibility will excuse duties of performance under a contract.
UCC - 3rd Party Beneficiary Analysis Identify 3rd Party Beneficiary K *Intent to Benefit Test -Is 3rd party incidental->no rights -Is 3rd party intended->Step 3 • Has Third Party Vested? -Learned of K and assented to it? -Changed positions in reliance on K?
UCC - UCC 2-601: Non-Conforming Goods Buyer has three options: 1. He can accept the whole shipment 2. He can reject the whole shipment 3. He can accept any commercial unit or units and reject the rest
UCC - Free on Board (FOB) Indicates that the seller is responsible for getting the goods to a shipper designated by the buyer. At this point, the risk of loss passes from the seller to the buyer.
UCC - Incidental Damages Expenses incurred by the injured party as result of other party’s breach of K. -Exs for inspection/receipt/transportation -storage of rejected goods/services -Ex for buying replacement goods/services -any other related to delay in delivery/nondelivery
UCC - Consequential Damages • Damages which do not derive directly from the breach,but from the results of the breach; they are more indirect in nature. Ex:losses Buyer incurs which the Supplier had reason to know at the time of K and which Buyer could not reasonably have prevente
UCC - UCC 2-609: Right to Adequate Assurances If reasonable grounds for insecurity arise, 1 party may (in writing) demand adequate assurances from other that performance will occur Assurances must be provided within reasonable time (30 days) • Failure to provide assurances is repudiation of K
Created by: shigal