Business Law, Contracts

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Business Law, Contracts

Business Law, Contracts, Chapters 10, 11, 12, 13, 14, 15, 17, 18, 20, & 23

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 An agreement between two or more competent parties, for valuable consideration, to perform or to refrain from performing some act now or in the future.
Objective Theory of Contracts
The parties' assent is judged not by the subjective intent of each party, but by the objective intent that a similarly situated reasonable person would understand the parties to have.  Did they intend to be bound?
Requirements of a Valid Contract
Four requirements: Agreement, Consideration, Contractual capacity, legality.
Defenses to Enforceablitly of a Contract
Two Defenses: Genuineness of assent,  Form.
Bilateral Contracts
A bilateral contacat arises whent he offeror gives her promise in exchange for the offeree's return of the promise.  (x promises to deliver a car to y, and y promises to pay x an agreed price.)
Unilateral Contract
A unilateral contract arises when the offeree can only accept the offer by performance (e.g., X offers Y $25 to mow X’s yard).
The one making the promise
The person to whom the promisor made the promise
Formal Contracts
A contract that requires a special form or method of formation (creation) in order to be enforceable.In
Informal Contracts              (also called simple contracts)
A contract that does not  require a specified form or method of formation in order to be valid.   The vast majority of contracts are informal.
Express Contracts
A contract in which the terms of the agreement are explicitly stated either orally or in writing.
Implied-in-fact contract
A contract formed in whole or in part by the conduct (as opposed to the words) of the parties.  3 areas must be met. 1.service rendered by plaintiff 2. plaintiff reasonably expected to be paid   3.  defendent had opportunity to reject.
Executed Contract
A contract that has been completely performed by both or all parties.
Executory Contract
A contract that has not yet been fully performed by one or more parties
Voidable Contract
a contract that is valid but that one of the parties may legally avoid, cancel, or annul.
Unenforceable Contract
Valid contract rendered unenforceable by some statute or law.
Void Contract
A contract having no legal force or binding effect
Valid Contract
Has the elements necessary to entitle at least one of the parties to enforce it in court.  5 Elements: Agreement, Consideration, Legal Capacity, and Legality, and Form
Quasi contracts
Contract IMPLIED in law.   Fictional contracts created by courts and imposed on parties in the interest of fairness andjustice. ( typically to prevent unjust enrichment of one party, or to allow the party to recover the value of the enrichment)
Quantum meruit
latin term for "as much as he or she deserves"
A meeting of two or more minds in regard to the terms of a contract, through offer and acceptance
A promise or commitment to perform or refrain from oerforming some specified future act made by the offeror.  3 elements Must be met:  The offeror must have a serious intention to become bound by the offer, terms must be reasonable or definite, and the offer must be communicated to the offeree.
 The withdrawal of an offer, communicated to the offeree or its agen prior to the offeree's acceptance.  Unless and offer is irrevocable, the offeror may revoke without liability an unaccepted offer.
 Option contract
 is created when an offeror promises to hold an offer open for a specified period of time in return for a payment( consideration) given by the offeree.
 Promissory Estoppel
 when the promisor makes a clear and definite promise on which the promisee justifiably relies, the promisor may be bound, even if its promise was isufficient to form the basis of a valid, legally binding contract.  4 requirements.
 Mirror Image Rule
 The offeree's acceptance must match the offeror's offer exactly.  Any change in or addition to the terms of the original offer automatically terminates that offer and substitues the counteroffer.
 Mailbox Rule
 An aceptance is effective once the offeree places it in the mailbox
 Past Consideration
 Bargaining for something that has already taken place.  Must be present or future consideration, not past.
  Accord and Satisfaction
 An agreement between an obligor (debtor) and obligee (creditor), by which the obligor agrees to pay the obligee some amount owed under the contract (generaly less than the amount in dispute) in exchange for a discharge of all obligations owed by the obligor to the obligee. (ex. credit card settlements)
 Is a contract  in which one party forfeits the right to pursue a legal claim against the other party.  Generally binding if they are given in good faith, written, and accompanied by consideration.
 Covenant not to sue
 An agreement to substitute a contactual obligation for some other type of legal action based on a valid claim.
 Legally avoiding or setting aside a contractual obligation.  
 items that fulfill basic needs, sucha s food, clothing, shelter, and medical services, at a level of value requiared to maintain the minors standard of living or financial and social status.
 the act of accepting and givin legal force to an obligation that previously was not enforceable.
 a lender who makes a loan at an interest rate above the lawful maximum commits usury.  Virtually every state has a statue that sets the maximim rate of interst that can leagally be charged for different types of transactions, including ordinary loans. 
 Blue Laws
 Some states and localities prohibit engaging in certain business activitites on Sundays.  SIgning certain contracts on Sundays.
grossly unfair as to be "void of conscience".  Unequal bargaining power in contract dealings, which contain terms that unfairly burden on e party and unfairly benefit the other
 Adhesion Contract
 a contract written exclusibely by one party, usually the dominant party, and presented to the other on a take it or leave it basis.  No negotiating opportunities.
 Exculpatory Clauses
 a contractual provision releasing a party from liability, regardless of fault.
 The parties entered into a contract with different understandings of one or more MATERIAL facts relating to the subject matter of the contract.  NOT OF VALUE
 Intent to deceive
 Negligent Misrepresentation
 Untrue statement made by a person believeing it to be true who failed to exercise reasonable care in determinging its truthfulness and or failed to use the skill and competence required by her business or profession
 Statute of Frauds
 A statute that requires certain types of contracts to be evidenced by a writing in order to be enforceable.  5 types of contracts: real property, sale of goods for $500 or more, collateral promises, one that can't be performed within one year, consideration of marriage.
 Collateral promises
 third party assumes the debts or obligations of a primary party to a contract if that party does not perform.  Cosigner.  But if benefit is for the cosigner and not the other two, then it does not need to be in writing
 Parole evidence rule
 A substantive rule of contract law, under which a court will not admit evidence of the parties prior negotaitions, prior to oral or written agreements, or contemporaneous or al agreeements if that evidence contradicts or varies the terms of a fully integrated, unambiguous written contract
 the extent to which a written contact represents the final and exclusive agreement of the parties.