Contracts - Basics

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Contracts - Basics
2014-07-15 17:25:30
Contracts Basics

Contracts - Basics
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  1. Which law governs?
    • 1) UCC governs all contracts for the sale of goods
    • 2) UCC also has special rules governing transactions between merchants
    • 3) If the UCC does not apply, then CL applies (service K's, real estate, intangibles, or construction contracts)
  2. Mixed Deal for goods + services, which law applies?
    • Which is PROMINENT (all or nothing in the transaction rule; even if the dispute is over the lesser important part of the deal!)
    • Limited exception: if K divides payment, then apply UCC to sale of goods part and common law to the rest.
  3. Checklist
    • 1) Formation of Contract?
    • 2) Defenses to Formation
    • 3) Contract Terms
    • 4) Third Parties
    • 5) Performance
    • 6) Remedies
  4. What is a contract?
    a legally enforceable agreement (or promise)
  5. what is quasi-contract?
    • when there is NO contract, courts can construe a relationship as a quasi-contract to avoid UNJUST ENRICHMENT
    • Elements:
    • 1) P has conferred a benefit on D
    • 2) P has a reasonable expectation to be paid, and
    • 3) D will be unjustly enriched if P not compensated
    • NOTE: Any time contract law rules produce results that seem unfair, add a paragraph about quasi-contracts
  6. Recovery for a quasi-contract?
    • Value of benefit conferred
    • Contract price is CEILING to recovery, but not the actual measure of recovery.
    • If we have a quasi-contract, we do NOT apply contract principles
  7. Unilateral Contract
    • results from an offer that expressly requires PERFORMANCE as the only possible method of acceptance
    • Reward, prize, contest
    • Offer expressly requires performance for acceptance
  8. Bilateral Contract
    all other contracts (everything but reward, prize, contest, expressly requires performance to accept)