Contract Law – Master Outline

These flashcards cover key concepts and terminology from the Contract Law master outline, providing rapid recall for exam preparation.

Purpose of Contract Law

To enforce promises, allocate risk, promote predictability, and enable economic exchange.

Common Law

Governs contracts related to services and real estate.

UCC Article 2

Governs the sale of goods that are tangible and movable.

Formation Framework

The four components needed to form a contract: Mutual Assent, Consideration, No Defenses, Proper Writing (if Statute of Frauds applies).

Offer Requirements

Manifest intent to contract, certain and definite terms, and communication to the offeree.

Non-Offers

Preliminary negotiations, invitations to deal, price quotes (unless detailed), and advertisements (unless clear quantity given).

Termination of Offers

Can occur through revocation, rejection, counteroffer, death/incapacity of offeror, lapse of time, or destruction of subject matter.

Acceptance

A manifestation of assent to the terms of an offer.

Mailbox Rule

Acceptance is effective upon dispatch, while revocations are effective upon receipt.

UCC Formation Rule

A contract can be formed even with open terms if parties intended to contract.

Firm Offer

A signed writing by a merchant assuring that an offer will be held open, irrevocable for a reasonable time not exceeding three months.

Battle of the Forms

Acceptance with additional terms may form a contract unless there is a material alteration, the offer limits acceptance, or there is a timely objection.

Mirror Image Rule

Acceptance must exactly match the terms of the offer under Common Law.

Consideration

A bargained-for exchange of legal value.

Elements of Consideration

Bargained-for, legal value, and inducement of promise/performance.

Legal Detriment

Giving up something you have the right to do or doing something you are not obligated to do.

Illusory Promises

Promises that lack real commitment and therefore cannot constitute valid consideration.

Conditional Gifts

Not considered as consideration unless the condition benefits the promisor.

Promissory Estoppel

A doctrine preventing a party from withdrawing a promise made to another if that party has relied on the promise, requiring enforcement to avoid injustice.

Parol Evidence Rule

Excludes prior or contemporaneous evidence when parties have reduced their agreement to writing.

MY LEGS Acronym

Identifies contracts that must be in writing: Marriage, Year, Land interests, Executor personal liability, Goods over $500, Suretyship.

Capacity (Minors)

Contracts are voidable by the minor unless affirmed at majority.

Misrepresentation/Fraud

Involves a false statement of material fact, knowledge (scienter), intent to induce, justifiable reliance, and damages.

Undue Influence

Involves excessive pressure, vulnerability, unusual timing, or a confidential/fiduciary relationship.

Illegality in Contracts

Contracts are void if they involve illegal subject matter or purpose, shared by both parties.

Unconscionability

Refers to terms that are procedurally or substantively unfair or oppressive.