Contracts

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Anonymous
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161819
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Contracts
Updated:
2012-07-09 21:38:50
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Contracts
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Contracts
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  1. Contracts - governing law
    Contracts for services governed by common law of contracts
  2. Valid Contract
    Offer, Acceptance, Consideration, and no defenses
  3. Offer
    Manifested willingness to enter into a bargain. Terms must be certain and definite, and the offer needs to be reasonably understood by the offeree to give the power to assent to and conclude the bargain.
  4. Acceptance
    Aceeptance is the offeree's assent to enter into the contract.

    Must follow the mirror image rule.

    Acceptance may be by words or conduct. Only those persons addressed by the offerer may accept 
  5. Mirror Image rule
    And exceptance must mirror the terms of the offer exactly, or else they act as a rejection/counteroffer
  6. Extrinsic Evidence (Berg Rule)
    Extrinsive evidence is admissible to show the entire circumstances under which the contract was made to help in ascertaining the partie's intent.
  7. Express condition
    An express condition is an overtly articulated and agreed upon condition that is part of a contract

    Must be litterally complied with.

    A promise is not the level of a condition, and intent controls. When ambiguous, the law favors finding a promise rather than a condition
  8. Condition precedent
    An event that must occur before a promisee has a right to performance by the promisor
  9. Modification
    Requires all the elements of a K (offer, acceptance, consideration). It replaces the orginal obligations with modified obligations.
  10. Preexisting Legal Duty Rule
    An agreement to perform one's obligations under the original contract is not new consideration and will not support a modification
  11. Repudiation
    Occurs when when a party to a contract expressly or impliedly repudiates the K at or prior to the time of performace.

    • Occurs with:
    • (1) Positive statement by the promisor to the promisee that the promisor will commit a material breach 
    • (2) A voluntary affirmative act that renders promisor unable or apparently unable to perform without a material breach

    Dicharges inured parties dutes and gives rise to a claim of damages for total breach 
  12. Anticipatory Repudiation
    Repudiates before performance is due.

    May be retracted until time of performace is due or until time relied on. 
  13. Breach
    Nonperformance of a contractual duty when performance is due. Nonperformance includes defective performance and the absence of performance.

    • Two types:
    • (1) material
    • (2) minor 
  14. Material Breach
    occurs when the substantial benefit of the bargain is not recieved by the injured party.

    Remedy: May suspend his own performance and/or sue for damages 
  15. Minor Breach
    Recieves substantial benefit of the bragain, but there was defective performance

    Remedy: May sue for damages, but not suspend performance 
  16. Impossibility, Impracticability, or frustration of purpose
    Way to discharge performance.

    Impossibility - performance cannot be done. Must be objectively impossible, cause by unforseen event that was unavoidable and could not have been guarded in K.

    Impracticability - performace become extremely, unduely, or unreasonably difficult, expensive, or burdensome.

    Frustration of Purpose - central purpose of K has been under-minded 
  17. Damages
    Entitled to recover amount of money that would place her in the same position she would have been had the K been performed (benefit of the bargain, expectation damages)

    • Includes:
    • Direct damages
    • Foreseeable consequential damages
    • incidental damages

    • Expecations damages must be
    • reasonably certain
    • foreseeable
    • and unavoidable 
  18. Duty to Mitigate
    Must make reasonable efforts to minimize or avoid damages resulting from another party's breach; avoidable damages are not recoverable

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