LEGL 2700 Roessing Test 3 Exam Study
Guide.
Contract - answera legally enforceable promise or an exchange of promises
Uniform Commercial Code (UCC) - answer-covers the sale of goods
-goods are tangible, movable items of personal property
-applies to individuals & firms
-uniform state law
-Ar...
Contract - answer✔a legally enforceable promise or an exchange of promises
Uniform Commercial Code (UCC) - answer✔-covers the sale of goods
-goods are tangible, movable items of personal property
-applies to individuals & firms
-uniform state law
-Article 2: applies to contracts
-Section 207: "Battle of Forms" -> Deal still goes through
bilateral contracts - answer✔-involve a promise for promise exchange ( mutual promises)
-acceptance is before action
unilateral contracts - answer✔-exist when a promise is made in exchange for performance
-ex. reward for lost pet
-acceptance has a time period before action is performed
express contracts - answer✔parties discuss the promised terms of their agreement
implied-in-fact contracts - answer✔-arise from the conduct of the parties rather than from the words
-Ex. asking an accountant for advice -> implies a promise to pay the going rate for this advice
Leyden v. American Accreditation Healthcare Commission - answer✔-Leyden got terminated from her
job -> claimed that termination was a breach of an implied contract
-enforcing implied-in-fact agreements is an important means of ensuring that two parties' intent to
make binding promises is honored
-implied-in-fact must contain the same elements as contracts -> acceptance and consideration
-employers can weaken the presumption of an at-will employment relationship by making statements
about the employee rights and expectation in policies and manuals
implied-in-law contract - answer✔when one party is unjustly enriched at the expense of another, the
law may imply a duty on the first party to pay the second even though there is no contract between the
two parties
quasi-contract - answer✔not true contracts, but a judicial remedy to prevent on part from receiving
unjust enrichment
enforceable contract - answer✔when courts uphold the validity of such promises
unenforceable contract - answer✔if a nonperforming party has a justifiable reason for noncompliance
with a promise
valid contract - answer✔-when an agreement is enforceable because all the essential requirements are
present
-can be voided by both parties
void contract - answer✔-one that appears to be an agreement but lacks an essential requirement for
validity and enforceability
-only minor can get out of contract
in pari delicto - answer✔a situation in which both parties are equally at fault in an illegal contract
voidable contract - answer✔-an agreement when at least one party has the right to withdraw from the
promise made without incurring any legal liability
-can't be voided by either parties
executed contract - answer✔one in which the parties have performed their promises
executory contract - answer✔when the parties have not yet performed their agreement
Elements of an Enforceable Contract - answer✔-Offer to enter into a contract
-Acceptance of the offer
-Consideration for each promise
-Capacity of each party to enter into a binding agreement
-Legality of subject matter
Defenses to Contract Enforcement - answer✔-Improper form when a writing is required
-no true meeting of the minds due to fraud or mistake
offer - answer✔contains a specific promise and a specific amount
indefiniteness - answer✔When the terms of an agreement are not definite and specific
revocation - answer✔when the offeror retracts the offer before the acceptance
rejection - answer✔-when the offeree rejects the offer
-voids the offer
counteroffer - answer✔-when the offeree makes a counterproposal
-has the effect of rejecting the original offer and sending back a new offer for a different contract
-can't change offer and get original offer
lapse of time - answer✔when the offeree fails to accept by a deadline defined in the offer or after a
reasonable period of time
subject matter destruction - answer✔when the object of the contract is destroyed or legally eliminated
offeror death or insanity - answer✔-when the offeror no longer has the capacity to make the offer
-can revoke offer on your behalf
subject matter illegality - answer✔when a change in the law renders the agreement illegal, acceptance
is no longer possible
acceptance - answer✔-is necessary to create a valid, enforceable contract
-"mirror image rule" -> common law
-counter-offer = rejection under common law
Mirror Image Rule - answer✔for an acceptance to create a binding contract, standard contract law
requires that the acceptance must match it exactly
Gottlieb and Co v. Alps South Corporation - answer✔-Alps requested consequential damages from
Gottlieb related to the customers' complaints
-Gottlieb claimed that its finished goods form excluded such liability
-Court found that Gottlieb's term was included in the contract even though it appeared only on
Gottlieb's forms and was not specifically discussed by the parties
-Alps' failure to read Gottlieb's forms was irrelevant -> generally true as a contract law principle
-If Alps foresaw the likelihood of certain outcomes, it should have addressed it with Gottlieb
mailbox rule (deposited acceptance rule) - answer✔the acceptance becomes binding when it is
"deposited" with the postal service
consideration - answer✔-the legal mechanism for evaluating the existence of an incentive
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