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Free flashcards to ace your Bar exam - Contracts
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Contracts
43 flashcards
A contract is a legally enforceable agreement between two or more parties that creates obligations to do or not do certain things.
The essential elements are: (1) offer, (2) acceptance, (3) consideration, (4) capacity, and (5) legality.
An offer is a present intent by one party to create legal relations on certain terms with another party.
Acceptance is an unqualified expression of assent to the terms of an offer by the offeree.
Consideration is something of value given by each party as the agreed exchange in the contract.
Capacity refers to the legal ability of parties to enter into a binding contract.
A contract is illegal if its purpose violates the law or public policy.
Breach of contract occurs when a party fails to perform according to the terms of the contract.
Common remedies include damages, specific performance, rescission, and restitution.
Damages are monetary compensation awarded to the non-breaching party for losses caused by the breach.
Specific performance is a court order requiring the breaching party to perform as specified in the contract.
Rescission is the cancellation or undoing of the contract, putting both parties back in their pre-contract positions.
Restitution is the return of any benefit received by a party under the contract.
Anticipatory repudiation occurs when one party repudiates their duties under the contract before performance is due.
Common defenses include fraud, misrepresentation, mistake, duress, and unconscionability.
The parol evidence rule prevents contradiction or supplementation of a written contract with prior or contemporaneous oral agreements.
Contract interpretation is the process of determining the meaning of contractual language when there is ambiguity or dispute.
The mirror image rule states that an acceptance must mirror the terms of the offer precisely to create a contract.
The mailbox rule provides that an acceptance is effective upon dispatch if properly addressed and sent by acceptable means.
Under the UCC, sellers have implied warranties of merchantability and fitness for a particular purpose.
Promissory estoppel allows enforcement of a promise if one party reasonably relied on it to their detriment.
The statute of frauds requires certain contracts to be evidenced in writing to be enforceable.
Liquidated damages are an agreed sum parties set as damages for breach, to avoid uncertainty.
Contracts that must be in writing include contracts for an interest in land, promises to pay another's debt, contracts that cannot be performed within one year, and contracts for the sale of goods over $500.
An unconscionable contract is one that is so unfair that enforcing it would be oppressive and against public policy.
The objective theory states that contract interpretation is based on the reasonable meaning as interpreted by a third party, not subjective intent.
Contract avoidance refers to legally rendering a contract void or unenforceable.
A covenant not to compete is a contractual agreement that restricts an employee or seller from competing against the other party for a period of time.
The perfect tender rule requires that goods delivered under a sales contract must conform precisely to contract specifications.
Contracts that violate public policy, such as those involving illegal purposes or unreasonable restraints on trade, are unenforceable.
The pre-existing duty rule states that performance of an existing legal obligation is not valid consideration for a new contract.
Severability is the principle that allows an illegal or unenforceable portion of a contract to be severed while preserving the remainder.
Ratification affirms and accepts the terms of a voidable contract, making it legally enforceable.
Contractual mitigation requires the non-breaching party to make reasonable efforts to minimize losses from the breach.
Incorporation by reference binds parties to terms contained in separate documents referred to within the contract.
The battle of the forms refers to conflicting terms between offeror and offeree forms exchanged during contract formation.
The firm offer rule prevents revocation of an offer if the offeror states it will be kept open for a stated period of time.
Accord and satisfaction substitutes a new agreement to discharge an existing contractual obligation.
Implied-in-fact terms are unstated contractual provisions based on the parties' conduct and course of dealing.
A condition precedent is an act or event that must occur before contractual duties become binding.
A quasi-contract is an obligation imposed by law to prevent unjust enrichment, absent an actual agreement.
Substantial performance allows for minor deviations as long as the contract has been essentially completed.
A unilateral contract is created by performance of an offeree's requested act, not mere promise.