Pa Contract distinctions

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Pa Contract distinctions
2011-06-23 00:01:30
Pa Contract distinctions

Pa Contract distinctions
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  1. Non-Compete Clause
    • Pa courts recognize non-compete clauses. In addtion to looking at the reasonableness of the geographic scope and the duration, they also analyze whether:
    • 1) the clause is more restrictive than is necessary to protect a legitimate to protect a legitimate business interest

    2) the hardship is on the employee outweights the employer's need

    3) there is any likely injury tot he public if the non-compete clause is enforced
  2. Non-Compete Clauses- Effect of Overbroad non-compete clauses
    Pa follows the blue pencil rule

    Under the blue pencil rule, most jurisdictions remove the offending portion of the K while enforcing the remainder
  3. Modification of existing Ks
    Under Pa law, an extenstion of time in a K that is not for a specific, stated period of time is deemed to be for a R time
  4. Acceptance- Additional Terms
    • Pa follows the minority rule
    • * Under the minority rule, would-be acceptance constitutes conditional acceptance only if it clearly communicates that the offeror is unwilling to do business w/ the offeree unless and until the offeror agrees to the offeree's terms

    *ucc 2-207 non-conforming acceptance that contain varian terms operates as legally effective acceptance
  5. Promissory Estoppel
    Pa recognizes the concept of promissory estoppel and uses that term interchangebly w/ equitable estoppel
  6. Bargained for consideration (legal detriment test)
    Whether the promisee is doing something he had a legal right not to do or forgoing some activity in hich he had a legal right to engage
  7. Promises w/out consideration
    Pa will find a promise w/out consideration binding and enforcebale if the promise is in an express written statement, signed by the party charged, and the signer intended it to be legally binding

    Pa takes the position that a promise made under seal is enforceable w/out adequate consideration (does not apply to a K for the sale of goods)
  8. Option K- Irrevokable offer
    Pa provideas for an irrevocable option if all terms are spelled out and the offer is open for a specific period of time
  9. Economic Duress
    • Pa recognizes economic duress as potentially rendering a K voidable, factors to consider:
    • 1) circumstances/pressure compelled injured party to execute the agreement against their will

    the injured party has a legal remedy available w/out voiding the K
  10. Economic Duress- Need to protest
    Pa doesnt require protest (no need to tell dude gtfo)
  11. Statute of Frauds
    • In Pa S/F covers:
    • 1) sale of goods >$500
    • 2)sales of other personal property w/ a value .$5gs
    • 3)leases for terms in excess of three years
    • 4)transfers of real property

    *In addition, Ks to make a will or to die intestate must be in writing
  12. Interest in Land
    • An interest in land in Pa includes:
    • -coal, surface rights or rights of support
    • -mortgages
    • -easements
    • -k for sale of land by auction
    • -lease for a term of more than 3 years
  13. Statute of Frauds- Performance w/in a year
    Pa does not follow the majority rule requiring a k not performable in a year to be in writing.

    *An oral k not performable w/in a year is still enforceable in Pa.
  14. Limiting or Excluding Damages
    • Pa allows for clauses that waive the right to bring suit, 3 necessary conditions:
    • 1) must no contravene public policy

    2) the k in question must relate only to the private affairs or those entering into the k

    3) the k must not be one of adhesion

    • In interpreting the clauses, Pa courts apply 4 standards:
    • 1) the language must be construed strictly against the person seeking its protection

    2) the intentions of the parties must be stated w/ specificity

    3) where there is ambiguity in the language, it must be construed against the party seeking to avoid liability

    4)the burden of establishing th eimmunit is on the person seeking immunity
  15. Vesting of 3rd party rights
    Under Pa law, a donee beneficiary's k rights vest immediately. The k can only be modified if the right to modify has been expressly preserved
  16. Novation
    Pa requires the following for novation:

    1)displacement and extinction of a valid k

    2) substitution of a valid new k either between the same parties or by the introduction of a new creditor or debtor

    3) sufficient legal consideration for the new k

    4) consent of the parties
  17. Interpretation and Parol Evidence
    Under Pa law when it's a necessary condition to carry out the intentions of the parties or an obligation intended by the parties the court can imply that provision and enfoce it notwithstanding the fact that it was not specifically set forh in the writing
  18. Consequential Damages
    Under Pa law, consequential damages can be awarded if the k was for special purpose or under unusual circumstances that were affected by the parties when they contracted

    *Generally recovery for emotional distress not allowed (sometimes under certain circumstances tho)