Contract Law Problem Areas

Mailbox Rule Exception

mailbox rule will not apply where offer states acceptance is not effective until received

Modification of UCC Contract

contract modification must be evidenced by signed writing if within SoF

Merchant’s Confirmatory Memo

in a deal btw merchants, a writing confirming the deal sent by 1 party will bind BOTH parties unless the other party objects in writing within 10 days

Impossibility & Recovery

if either party has partially performed prior to the existence of facts resulting in impossibility, that party has a right to recover in quasi-contract for the rxbl value of performance, or unjust enrichment

Perfect Tender Rule

allows rejection for ANY defect and does not require material breach, but allows seller to cure defect by giving rxbl notice of an intention to cure and making a tender of conforming goods within the time originally provided

Installment Right to Cure

if the seller is able to cure, the nonconformity does not substantially impair the value of the entire contract

UCC Firm Offer

an offer by a merchant to buy or sell goods in a signed writing that gives assurances that it will be held open is not revocable for lack of consideration during the time stated (not to exceed 3 months). if the term is on a form supplied by the OFFEREE, it must be separately signed by the OFFEROR

UCC New Material Term

does not eliminate/destroy the contract, just gets knocked out

Modification (Modern View)

under the modern view, a promise modifying a duty under a contract not fully performed on either side is binding if the modification is fair and equitable in view of circumstances not anticipated by the parties when the contract was made

SoF - Debts

contracts to pay the debt of another must satisfy the SoF

SoF - Goods Exception

there is an exception to the general rule for goods received and accepted. although a contract is oral, if the goods are accepted/the contract is fully performed, the buyer is bound

Shipment Contract Risk of Loss

in a shipment contract, the risk of loss generally passes to the buyer when the goods are delivered to the carrier. there is an exception if the buyer has a right to reject the goods, in that case the risk of loss does not pass to the buyer until the defects are cured or the buyer accepts the goods

Express Warranty

will arise from any statement of fact or promise

Implied Warranty of Merchantability

will arise in every sale by a merchant unless disclaimed. to be merchantable, the goods must be fit for ordinary purpose

Estoppel Waiver

if a party indicates that she is waiving a condition before it happens and the person affected detrimentally relies on it, it is a binding estoppel waiver

Anticipatory Repudiation

occurs where a promisor, prior to the performance time, unequivocally indicates that he cannot or will not timely perform, allowing the non-repudiator the option of suspending performance and waiting to sue until the performance date, or to sue immediately

Accord & Satisfaction

a contract may be discharged by an A&S, an accord is an agreement in which one party to an existing party agrees to accept, in lieu of the performance that he is supposed to receive, some other different performance. satisfaction is the performance of the accord agreement

Substantial Performance Recovery

despite substantial performance, the other party to the contract may recover damages for the less than complete performance (contract price MINUS damages)

Restitutionary Damages

if substitute performance is readily obtainable, damages are measured by unpaid contract price MINUS cost of completion (up to value of benefit received by D)

Vesting

occurs when the beneficiary (1) manifests assent to the promise in a manner invited or requested by parties (2) brings suit to enforce the promise, or (3) materially changes position in justifiable reliance on the promise3

3rd Party Right of Action

3rd party beneficiary has right of action against promisor and assignee of rights (but is limited to only one recovery)