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What are the 3 elements of a legally enforcable contract?
1) Offer & acceptance
2) exchange of consideration
3) lack of defenses
What is the difference between an executory contract and an executed contract?
In a executory contract,  not all of the services are yet performed

Executed: all services performed
3 elements of an offer
2) certainty of essentail terms
3) communication of offer offeree
Contracts relating to what entities are governed under common law?

Real Estate



What is needed for a contract under UCC to be determined "definite and certain"?
only the quantity
When are offers, rejections, counteroffers and revocations deemed effective?
They are deemed effective the date they are Received
When are acceptance deemed effective?
When they are SENT

**it does not matter if the acceptance was lost or delayed
What are the 6 contracts that require writing signed by the defendant?

Year(s) - cant be performed in 1 yr

Land contracts (realty)
Goods over $500
Surety (pay debt of another)
Define Recission
returning to your original position
What does an assignment of a contract mean?
It means that there has been an assignment of the rights, as well as a delegation of the dutie to be performed in the contract
In terms of an Account Receivable, if the contract states that you cannoot sell it to anyonew else, can you still sell it to someone else under the fderal law?
YES you can. 

Kinda fucked up but its your money, so why does the other person in the contract care who get the money if he is performing the service either way?
Under the UCC, what criteria are needed to qualify as a firm offer? (UCC only deals with goods that you can touch and move)
1) Seller must be a merchant
2) offer must be in writing
3) offer gives assurance that it will remain open for certain time

**If no time stated, the max is 90 days!!
What is the statute of liitations for the UCC? What day does it begin?
4 years 

Starts the day the contract was breached

Exceptions to fact that Goods sold > $500 must require an agreement signed in writing SWAP
Specialty products (specially made)
ritten Confirmation (10 day rule to object to the argreement sent to you)
dmitted in court
erformed already
When are the 3 determinations that contribute to the risk of loss passing to the buyer?
1) Goods must be identified as being the buyer's goods

2) It is stated in the contract terms

3) Ir there is no specific agreement then it depends on if it was a merchant or non-merchant
Is the terms are FAS (Free Along Side) or CIF (Cost, Insurance, Freight), who has the risk of loss?
If goods are transferred on a consignment basis, with a right of return, who has the ridk of loss?
They buyer will have the risk of loss until they have returned them
Can the buyer and seller bith have an insurable interest on the same good at the sasme time?

The buyer can only insure their goods after they have purchased them though.

The seller can obviously insure their inventory at any time
3 Types of Implied Warranties
1) anyone who sells anything implies that they have the right to sell it and there are no encumberances related to good sold

2) Merchantability - The goods are fit for ordinary purposes (easy to disclaim) as is or with all faults

3)  Fitness - The goods are fit for your specific needs (easy to disclaim)
What is exception to Implied Good Title Warranty?
If the seller straight up says that he does not have the right to sell it (disclaimed title)
What is undue influence?
When you take advantage of someone because of your close relationship to them
When can specific performance be used as a remedy?
When there is an action that needs to be performed realted to a very unique item (patent)
What is a unilateral contract?
When a promie is made in exchange for an act
What are some attributes of a firm offer?
1) Can only be made by merchants
2) Must be signed in writing
3) ensures that the offer will stay open even if there is no consideration given
Does strict product liability require the plaintiff to prove negligence of the part of the defense?

the party can sue without proving that there is negligence involved
What does a C.O.D. contract stipulate?

It stipulates that the buyer cannot inspect goods before shipment, but they can return nonconforming goods
when does the risk of loss transfer over to the buyer on a "Sale On Approval" under UCC?
When the buyer inspects the goods and determines that they actually want them (accepted after the trial period)
f there is no agreement in a noncarrier case, how are the goods supposed to get into the hands of the customer?
The customer must come pick them up from the seller if no carrier or carrier method is stipulated
If novation occurs, are the original partes still contractually liable under the contract?

Novation involves an agreement remaining unchanged, but the party performing the contract to change, thus releasing the 

Under common law, negligent misrepresentation action, does reliance need to be proven?

Actual and justifiabe reliance
If a material mistake is made, and then used by the nonmistaken party, even though he had knowledge of the mistake, what defense can the mistaken party use?
*Unilateral mistake* 

It will be the best defense of the mistaken party
What type of contracts can be assigned, generally?
all contracts can be assigned, unless the assignment of the contract wil change the liability of the obligor (i.e. insurance because there are many factors that go into the rate of pay for insurance)
Under a personal service contract, which of the follow ing will discharge the party to be performing the srevices?

1) Death of recipient of service
2) bankruptcy of recipient of service
3) material increase in cost performance of services

Unless the death or bankruptcy makes it very unlikely that the performing party will be paid
Upon breach of a contract involving real property, what is the nonbreaching party entitles to?
1) Specific performance of the item in the contract 


2) Compensatory damages

*Must choose one
What effect does a mutual mistake of a material fact have on a contract?
It makes it VOIDABLE to the adversely affected party
With a creditor beneficiary, if a contract is breached by a promisor in the event of an assigned contract, who is liable to the creditor?
1) Promisor (breacher)


2) original party that owed creditor
What is an option contract?
It is a promise for a promise. Consideration must be exchanged by both parties
What is a unilateral contract?
A promise is made in exchange for an act
What effect do the following actions have on a contract?

1) Physical Duress
2) Social/Econ Duress
3) Undue influence
4) mutual mistake of material fact? 
5) Fraud in the inducement 
6) Fraud in the execution
2) voidABLE
3) voidABLE
4) voidABLE
5) voidABLE 
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