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Contracts by Mind Map: Contracts
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contract formation





The objective theory of contract formation favors the finding of a consideration if the promiser's promise has induced the promisee to change position in a way that was both foreseeable to the promisor and detrimental to the promisee.

Statute of Frauds

Common Law

The Statute of Frauds requires that a contract for the sale of goods of $500 or more must be evidenced by a writing signed by the party against whom enforcement is sought. There is no requirement that the parties put their actual agreement in writing. Rather, all that is necessary is that the writing be a memorandum thereof, which can be prepared before, during, or after contract formation. Under the common law, the written offer, acceptance of which formed the contract, satisfies the Statute of Frauds.



Gap Fillers

UCC 1) price term - reasonable price 2) time term - reasonable time 3) place of delivery - Sellers place of business   Common Law 1) price term - reasonable value of the service 2) time term - at will  

Good Faith

Everyone - Honesty and Fact Merchants - Observer the reasonable standard of good faith and fair dealing  


Trade Usage, Course of Dealing, Course of Performance

Fill gaps and resolve ambiguity Cannot contradict the express terms. COP trumps COD trumps UOT

Parole Evidence Rule

The Parol Evidence Rules deals with the issue of whether the parties to a written contract can introduce evidence in court in an attempt to show that oral or written discussions engaged in prior to the signing of the contract are intended to be part of the contract.Thus, the Parol Evidence Rule applies if a party is seeking to add new, substantive terms to a written contract. If a written contract is found to be a total or complete integration (final expression of the parties' intentions), then no evidence of prior or contemporaneous agreements that supplements or contradicts a term of the contract may be admitted. If the written contract is only a partial integration, then evidence of prior or contemporaneous agreements that contradict a term of the contract may be admitted. However, it is important to distinguish between situations in which the Parol Evidence Rule applies and those in which a court is merely attempting to interpret and the parties are attempting to show the meaning of a particular term in a contract. A party may introduce evidence of what he thought a term in a contract meant, even if the parties intended the written contract to be a total integration. Effect of Parole Evident Rule To explain/interpret - always admissible - Evidence of the meaning of words in a written contract may be admitted even if the parties intended the contract to be a total integration. A writing is a complete integration if the parties intended it to be the full and final expression of their agreement.Evidence of the meaning of words in a written contract may be admitted even if the parties intended the contract to be a total integration. A writing is a complete integration if the parties intended it to be the full and final expression of their agreement. To Supplement - permissbile unless term has been completely integrated To Contradict - permissible unless term has been integrated. Judge Relies on Evidence of Integration Complete Integration


Seller's Obligation

Buyer's Obligation

Tender of Payment Inspection of Goods  

Risk of Loss Upon Breach

If Seller breaches: risk never left seller and the risk remains with seller unless [1] seller cures or [2] buyer accepts If buyer breachs: seller may treat RoL pass at commercially reasonable time.


Performance under a contract may be excused by mutual mistake, impossibility, impracticality or frustration of purpose.




Failure of Condition


:In order for a contract to be divisible, each party's performance must be capable of division into two or more segments, and each party must have the same total number of segments to perform.





1) threat 2) wrongful in nature 3) absence of reasonable choice

undue influence

1) unfair persuasion 2) against a vulnerable party


1) procedural 2) substantive  

public policy

1) violates legislation 2) judicial interpretation - fill legislative gaps or larger notions of public goods



equitable rememdies

Agreed-to Remedies

Anticipatory Repudiation

definitive statement that party will breach affirmative act rendering party unable to perform

Remedies to Other Claims

UCC Sale of Goods Remedies

Third Party Beneficiaries

Who can sue?

1st Restatement - Allows creditor or donee benefiaries to sue. 2nd Restatement - Allows only intended benificiers. 2 test determine if Intended Beneficiaries [1] reasonably apparent [2] intention of the parties - if the parties intended for the 3rd party to benefit from the agreement, they are intended beneficiaries. If not, they are merely incidental beneficiaries. If you are not an intended beneficiary, you are a incidental beneficiary and you may not sue.

when does the right to sue vest?

1) B brings suit 2) B changes her position in reliance 3) B manifests requested assent 4) express term of K

does the promisor have defenses?

May use defenses available from original contract

Assignment of Rights and Delegation of Duties


[1] manifested intention [2] to make a present right  

Rights of Assignee

Against Obligor - [1] Assignee takes assignor's rights [2] Assignee subject to obligor's defenses against assignor Against Assignor - [1] value of assignment not impaired [2] assigned rights exist and are not subject to defense [3] writing is genuine Among Successive Assignees - First in Time, First in Right


delegator not relieved of obligation delegatee liable to delegator and obligee