blaw 220 exam 2 csulb

Valid

Legally binding and enforceable; meets all contract requirements.

Void

Not a contract at all; has no legal effect (e.g., illegal subject matter).

Voidable

A valid contract that one party can cancel due to a legal reason (like being a minor or under duress).

Unenforceable

A valid contract that cannot be enforced due to a legal rule (e.g., not in writing when required).

Executed

A contract where all terms have been fully performed.

Executory

A contract where some or all terms have not yet been performed.

Express

A contract with terms clearly stated in words (written or oral).

Implied

A contract formed by the actions or conduct of the parties.

Illegal - Void

A contract with illegal subject matter; not enforceable.

Unconscionable

A contract so unfair or oppressive a court refuses to enforce it.

Statute of Frauds - Application

Certain contracts must be in writing to be enforceable (e.g., real estate, contracts >1 year).

Offer

A clear proposal made by one party (the offeror) to another.

Acceptance

The agreement to the exact terms of the offer.

Revocation of Offer

Withdrawal of the offer by the offeror before acceptance.

Expiration/Reasonable Time

An offer ends if not accepted in the stated time or a reasonable time.

Termination of the Offer

Ends due to revocation, rejection, counteroffer, lapse of time, death, or illegality.

Option

A separate contract where the offeror agrees to keep the offer open for a specific time.

Counteroffer

A response to an offer with changes; rejects the original offer and proposes a new one.

Mailbox Rule

Acceptance is effective when sent, not when received, unless stated otherwise.

Consideration

Something of value exchanged by both parties (money, service, promise).

Capacity

Legal ability to enter into a contract (e.g., age, mental competence).

Legality

The contract must be for a lawful purpose.

Minors - Ratification

A minor can cancel a contract before 18 or shortly after unless they "ratify" (accept) it once of age.

Divisible

A contract made of separate parts, each of which can be enforced independently.

Quasi Contract

Not a real contract, but imposed by court to avoid unjust enrichment.

Promissory Estoppel

When a party relies on a promise to their detriment, and the promisor is held liable even without a contract.

Conditions

Events or actions that must happen before or after contract duties arise (e.g., condition precedent).

Accord & Satisfaction

Agreement to accept less than what is owed and performance of that agreement.

Repudiation

One party refuses to perform their duties before performance is due (anticipatory breach).

Mistake - Unilateral/Bilateral

Unilateral

One party is mistaken (usually not a valid defense).

Bilateral (Mutual)

Both parties are mistaken on a key fact; contract may be voidable.

Fraud - Elements - Scienter

False statement of fact, Known to be false (scienter), Intended to induce reliance, Reliance occurs, Damages result

Undue Influence

One party dominates the will of another (e.g., caregiver pressuring elderly).

Duress

Use of threats or pressure to force someone into a contract.

Business Sale

Sale of a business may involve contracts, goodwill, non-compete clauses, etc.

Pledge

A promise to donate or give something, often enforceable if relied upon.

Advertisement

Usually an invitation to negotiate, not an offer unless specific and definite.

Privity of Contract

Only parties to a contract have rights or obligations under it.

Assignment/Delegation

Assignment

Transfer of rights.

Delegation

Transfer of duties.

Subrogation

When a third party (like an insurer) takes on the legal rights of another after paying a claim.

Third Party - Beneficiary

Intended

Has legal rights and can enforce the contract.

Incidental

Just benefits from the contract but has no legal rights.

Novation

Replacing one party in a contract with a new one, with agreement of all parties.

Liquidated Damages

Agreed-upon amount in the contract to be paid if there's a breach.

Compensatory Damages

Money awarded to make the injured party whole (covers direct losses).

Consequential Damages

Indirect damages from breach (lost profits, etc.), must be foreseeable.

Mitigation of Damages

Duty to reduce damages after a breach.

Full Performance

All terms of the contract are completely fulfilled.

Substantial Performance

Most of the contract is completed with minor issues.

Material Breach

A serious failure that defeats the purpose of the contract.

Equitable Remedies - Types

Specific Performance

Court orders actual performance (usually for unique goods or real estate).

Injunction

Court order to stop doing something.

Rescission

Cancels the contract and returns parties to original positions.

Reformation

Court rewrites contract to reflect true intentions.

Penalty

A clause meant to punish, not allowed unless it reflects actual damages.

Commercial Code

Refers to the Uniform Commercial Code (UCC) which governs sale of goods.

Sale of Goods

Transfer of ownership of tangible items for a price.

Merchants

Someone who regularly deals in goods of that kind; held to higher UCC standards.

Firm Offer

Merchant's written, signed offer to keep an offer open for a set time; cannot be revoked.

Special Standards

UCC allows looser rules for merchants (e.g., less need for detailed terms).

Quantity Term

The only term that must be stated in a UCC contract for it to be enforceable.

Rejection/Acceptance

Under UCC, buyers can reject goods that don't conform or accept them.

Promise to Ship

Accepting an offer by shipping goods (can also be considered acceptance).

Requirements/Output

UCC allows contracts where buyer agrees to buy all seller produces or seller provides all buyer requires.

(warranty) Express

Clearly stated by seller (oral or written).

Implied Warranty of Merchantability

Goods are fit for ordinary use.

Implied Warranty of Fitness for Particular Purpose

Seller knows buyer's purpose and buyer relies on seller's expertise.