Agency Law Exam

Defense of Form

Defense of Form

the second defense to contract: some contracts must be in a certain form to be enforceable (i.e. some must be written

One-Year Rule

contracts that can't be performed within a year must be written to be enforceable

Collateral promise

secondary promise that is ancillary to the primary contractual relationship

Parol evidence rule

1. if there is a written document that doc controls the court will not admit evidence of prior negotiations, prior oral or written agreements, or contemporaneous oral agreements if it contradicts the terms of a written contract

   1. Exceptions: evidence of mistake or fraudulent misrepresentation in the formation of a written contract, evidence which may resolve ambiguity or to fill in missing terms/conditions in the written contract (must be friendly suit), evidence of prior dealings between parties

privity

Only the original parties to the contract have rights to the contract (and responsibilities)

1. All 3rd parties lack privity (except in agency principal relationships)

   1. Exceptions- transfer of rights, delegation, assignment of all rights, 3rd party beneficiaries

Assignment (transfer of rights) (exception to privity)

rights can be transfered to another party

delegation (excepetion to privity)

transfer of responsibilites/obligations

Status of Intended Third-Party Beneficiary

1. can get rights as an intended 3rd party beneficiary 

   1. If 3rd party is only incidental, they have no rights 

material breach

1. a significant violation of a contract that undermines the contract's purpose- It's a major failure to perform

2. grounds for discharge

anticipatory repudiation

party to a contract indicates an intention not to perform obligation (refusal to perform) under contract that is expressed by clear statement or implied statement (either in present or in the future

non-material breach

does not discharge the non-breaching party who may sue for a remedy (minor violation- doesn't significantly impact the main purpose of K

Discharge by performance

1. party at least substantially completes all that is required of them 

2. Complete Performance- everything parties need to do in K is fulfilled- executed contract - discharged concretely 

3. Substantial Performance- non-material breach; party to K substantially performs everything expected of them (blurry) (graph example)

4. Substantial completion- point at which refusal to continue work on some K flips to a nonmaterial breach from a material one & non-breaching party is not discharged (crane v Kohler brand fixtures- party can sue for the difference in price but not be discharged)

time of performance

in Ks sometimes timing is specified

1. Time not specified- parties have reasonable time to perform duties 

2. Time Specified

   Time not specified as vital- then parties have reasonable time to execute

   Time specified vital- then failure to perform @ specified time is a material breach

Discharge by Agreement

i. Recission- parties of the K agree between each other to exit the contract (the rescission is a whole separate 2nd contract- so needs the elements of K and no defenses + bargained for)

ii. Novation- parties replace existing pary wth a nw one in contract- original party is released and gives up all rights against other party (must cancel original contract, replace original contract, and ensure new contract is valid)

discharge by operation of law

Bankruptcy- when someone file sbankruptcy a trustee looks at their money and assets (goal is to remove debt due to inability to pay it)

Court can give order discharging bankrupt party from K (forgiving medical debt)

At Law Remedy

money (damages)- most states have quantum book

Equitable Remedies

1.  Injunction- court order to cease some action bc money doesnt always answer a complaint (it can stop before the damage occurs)

2. Specific Performance- (kinda opposite) court order to do some specific action (i.e. art, i dont want money i want the art)

agency law questions

how do we know when an agency relationship is created? And what power does ag have to bind pr