Contracts MBE

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Contracts MBE
2011-06-15 23:09:31
Contracts MBE bar exam

Contracts MBE bar exam
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  1. UCC 2-713 (damages for non-delivery or repudiation)
    The measure of damages for non-delivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breack & K price (w/ incidental or consequential damages)
  2. Biltateral K
    Mutual promises are given as the agreed exhange for each other

    - Each party is a promisor to his own promises
  3. Discharged debt as consideration
    Using past debt that has been discharged as consideration must be in writing and signed
  4. Quantum Meruit
    Remedy awarded when there is no enfoceable K and the court needs to imply the existence of K @ law to avoid unjust enrichment

    - Court finds a quasi-K
  5. Promissory estoppel
    A promisor who induces substantial change in position by the promisee is reliance on the promise is estopped to deny enforcibility as lacking consideraion (avoid unjust enrichment)
  6. Contractor- Subcontractor: R 87(2)
    An offer which the offeror should reasonably expect to induce action or forebarane of substantial character on part of offeree before acceptance and which does induce such action, is binding as an option K to the extent necessary to avoid injustice

    *Subcontractor response to bid, if accepted, creates an option K (bids=offers)
  7. UCC non-conforming goods
    -No duty to return

    -It's the seller's obligation to retrieve goods
  8. Rejection of goods: UCC 2-508
    Where any tender or delivery by seller is rejected because non-conforming & the time for performance has not yet expired, seller may seasonably notify the buyer of his intention to cure and may then w/in the K time make conformity delivery.
  9. Express promise to pay: R 83
    An express promise to pay all or part of an indeptedness of the promisor, discharged or dischargeable in bankruptcy proceedings began before the promise is made, is binding

    Enforceable w/out consideration
  10. Parole Evidence Exception
    Evidence can be shown that a condition did not occur (doesnt contradict writing)
  11. Frustration of Purpose
    Covers situations where supervening (or unforeseeable) event frustrates the purpose of the K
  12. Specific Performance
    -Used for unique items
  13. Meeting of the Minds
    Both parties in K should have clear essential terms of the agreement

    *Clear difference in opinion= no K
  14. Cases of Ambiguity
    *No intergration

    The standard is the meaning that the party making the manifiestation should reasonbly expect the other party to give it (obj theory of K)

    -What a R obj person would have concluded
  15. Duties to rightfully rejected goods: 2-603
    • Buyer Duties: Buyer is under duty to follow R instructions received from seller
    • - In the absence of such instructions, make R effors to sell the items for the seller's account
    • - If buyer sells goods, he is entitled to reimburstment for out of the proceeds for R expenses of caring & selling (not to exceed %10 of gross proceeds)
  16. Option K: R87
    • An offer is binding as an option K if it's:
    • 1) In writing and signed by the offeror
    • 2) Recites a purported consideration for making the offer
    • 3) Proposes an exchange on fair terms w/in a R time

    -Option agreement is not invalidated by proof that the recited consideration was not in fact given
  17. Acceptance: R 50
    Manifestation of assent to the terms made by offeree in a manner required by the offerer
  18. Revival of Offer
    After some type of rejection, when the offeror remanifests an intention to trade on the terms of the original offer is once again open to acceptance by the offeree
  19. Non-conforming goods: 2-206(1)
    If non-conforming goods are shipped, the shipment is an acceptance and at the same time a breech

    *No acceptance if offeror didn't expect one (i.e. called and said shipment was muffed up)
  20. Promisory Estoppel: 87(2)
    An offer which the offeror should R expect to induce action or forebearance of a substantial character on the part of the offoree before acceptance and which does induce such action or foreberance is binding as an option K to the extent necessary to avoid injustice
  21. Consideration
    It's the payment, not acknowledgement of consideration, that renders the option irrevocable
  22. Common Law K modification
    Except where express condition prohibits (or SF applies), any K can be modified or recinded by ORAL agreement even if original K is in writing
  23. Mutual Mistake
    • Both parties are mistaken
    • Generally, mutual mistake as to the existence of the subject matter is always ground for avoidance of a K

    - If their mistake goes to the heart or essence of the agreement, it will be grounds for rescission
  24. Unilateral Mistake
    1 person is mistaken

    -Generally, will not prevent formation of K, unless the non-mistaken party knows of the other's mistake
  25. Oral Assignments: R324
    Assignments may be made orally or in writing

    *Oral gratuitous assignments may be revokable
  26. Anti-Assignment Provisions
    Even if anti-assignment provision in K, it doesnt prevent assignor from assigning his rights

    When violation obligor has COA against assignor for breach of K, but ordinarily damages are minimal
  27. Assignor Implied Warranties to Assigne: R 33
    1) Do nothing to defeat or impair value of assignments

    2)That the right, assigned, actual exist and is subject to no limitatations or defenses
  28. K implied in Fact
    Can be inferred from conduct alone
  29. Defense to Breach of K
    Condition precedent to duty to perform had not been satisfied
  30. Intergration: Wilson's Test
    If R parties would have included the extrinsic matter in the writing, and parties did not, extrinsic evidence can only come into explan an ambiguity
  31. Ks covered under S/F
  32. Impossibility of Performance Excuse

    -The promisor's duty where what was promised has become objectively impossible of fullfillment w/out fault of the promisor after the time of contracting provided the promisor has not assumed risk of its happening
  33. Non-conforming goods: Units accepted 2-607
    If some units are accepted, buyer must pay @ K price
  34. "Time is of the essence clauses"
    Seller cannot cure the non-conforming tender after the K date of performance expires
  35. Non-conforming tender in an installment K: 2-612(2)
    Where the buyer has accepted goods and gien notification (of breach), he may recover as damages for any non-conformity of tender the loss resulting in the ordinary course of events from sellers breach as determined in any manner R