How do Impossibility, Impracticability, and Frustration of Purpose excuse contractual performance?

• Impossibility: Objective physical impossibility of performance (e.g., destruction of unique subject matter or death of personal service performer). • Impracticability: Performance has become excessively burdensome, dangerous, or expensive due to an unforeseeable supervening event. • Frustration of Purpose: A supervening event completely destroys the mutually understood principal purpose of the contract.

What is the difference in legal effect between a 'Mutual Mistake' and a 'Unilateral Mistake'?

• Mutual Mistake: Both parties are mistaken about a basic assumption of fact that has a material effect on the agreed exchange; the contract is voidable by the adversely affected party unless they assumed the risk. • Unilateral Mistake: Only one party is mistaken; generally provides no defense unless the other party knew or had reason to know of the mistake.

What is the standard measure of 'Expectation Damages' in breach of contract?

Designed to put the non-breaching party in the financial position they would have occupied had the contract been fully and properly performed (the 'benefit of the bargain'), calculated as: Loss of Value + Other Losses (incidental and consequential) - Costs Avoided.

Why is 'past consideration' or moral obligation insufficient to form an enforceable contract?

Because consideration requires a bargained-for exchange: an act performed before a promise is made was not induced by the promise, meaning no legal detriment was incurred in exchange for the promise.

What is the non-breaching party's 'Duty to Mitigate' damages (Doctrine of Avoidable Consequences)?

A non-breaching party has an affirmative legal duty to take reasonable steps to minimize and avoid unnecessary financial losses resulting from the breach; damages that could have been avoided through reasonable effort without undue burden are unrecoverable.

What constitutes valid 'Consideration' in contract law?

A bargained-for exchange of legal value: the promisor must seek something in exchange for their promise, and the promisee must incur a 'legal detriment' (doing or promising to do what they have no prior legal obligation to do, or forbearing from a lawful right).

What is the difference between a 'completely integrated' contract and a 'partially integrated' contract?

• Completely Integrated: Intended by parties as a complete and exclusive statement of terms; cannot be contradicted or supplemented by any extrinsic terms. • Partially Integrated: Intended as final on the terms included, but not comprehensive; cannot be contradicted by extrinsic evidence, but consistent additional terms may be introduced.

When will a court grant the equitable remedy of 'Specific Performance'?

Granted only when monetary damages are inadequate to remedy the injury and the subject matter of the contract is unique (e.g., all real estate parcels, rare antiques, patents). It is never granted for personal service contracts due to constitutional prohibitions against involuntary servitude.

How do you determine whether a contract is governed by UCC Article 2 or the Common Law?

UCC Article 2 governs transactions in 'goods' (all tangible, movable personal property). Common Law governs contracts for real estate, services, employment, and intangible rights. In hybrid transactions, courts apply the 'Predominant Factor Test' to determine whether goods or services constitute the primary thrust.

How do courts distinguish between an 'Intended Beneficiary' and an 'Incidental Beneficiary'?

• Intended Beneficiary: A third party whom the contracting parties specifically intended to receive the direct benefit of performance (e.g., creditor or donee beneficiary); acquires enforceable rights to sue on the contract. • Incidental Beneficiary: A party who benefits incidentally from performance without intention of the parties; acquires no enforceable legal rights.

What is the common law 'Mailbox Rule' regarding the timing of contract communications?

An acceptance is legally effective upon dispatch (when properly mailed or sent), whereas rejections, revocations, and counteroffers are effective only upon actual receipt by the offeree or offeror. (The rule does not apply to option contracts, where acceptance must be received).

What is the 'Parol Evidence Rule' (PER) in contract interpretation?

A substantive legal rule providing that where parties have reduced their agreement to a fully integrated written contract, extrinsic evidence of prior or contemporaneous oral or written negotiations is inadmissible to contradict, alter, or add to the written terms.

What is the doctrine of 'Substantial Performance' (Jacob & Youngs v. Kent)?

In service and construction contracts, if a party's performance deviates only in minor, non-essential respects that do not defeat the primary purpose of the contract, the contractor is entitled to the full contract price minus the cost of remedying the minor defect.

What constitutes 'Anticipatory Repudiation' and what are the non-breaching party's options?

An unequivocal, absolute statement or act by a party prior to performance indicating they will not perform their contractual obligations. The non-breaching party may: (1) treat the contract as immediately breached and sue, (2) suspend performance and wait for the performance date, or (3) rescind the contract.

Why are commercial advertisements generally considered invitations to treat rather than binding offers?

Advertisements are treated as invitations to make an offer because they lack definite terms and do not identify specific offerees. However, an ad becomes an offer if it is clear, definite, explicit, and leaves nothing open for negotiation (e.g., '10 coats for $1 each, first come, first served').

What are the four required elements of 'Promissory Estoppel' (Restatement Second of Contracts § 90)?

1. A clear and unambiguous promise by the promisor. 2. Reasonable expectation by the promisor that the promisee will rely on the promise. 3. Actual, reasonable, and detrimental reliance by the promisee. 4. Injustice can be avoided only by enforcing the promise.

When are 'Reliance Damages' awarded as a contract remedy?

Awarded when expectation damages are too speculative or uncertain to calculate. Reliance damages aim to put the non-breaching party back in the position they occupied before the contract was entered into, reimbursing out-of-pocket expenses incurred in reliance on the contract.

What right does a party have to demand 'Adequate Assurance of Performance' under UCC Section 2-609?

When reasonable grounds for insecurity arise regarding the other party's ability to perform, a party may demand in writing adequate assurance of due performance and may suspend their own performance; failure to provide assurance within 30 days constitutes an anticipatory repudiation.

What are the essential elements of an enforceable 'Offer' under the Objective Theory of Contracts?

An objective manifestation of present intent to enter into a contract, communicated to an identified offeree, with sufficiently definite and certain essential terms (parties, subject matter, price, and quantity) such that a reasonable person would understand assent seals the deal.

How does UCC Section 2-207 ('Battle of the Forms') modify the common law mirror image rule for the sale of goods?

A definite and seasonal expression of acceptance forms a binding contract even if it states additional or different terms, unless acceptance is expressly made conditional on assent to the new terms. Between merchants, additional terms automatically become part of the contract unless: (1) offer limits acceptance, (2) terms materially alter agreement, or (3) objection is made.

When is a 'Liquidated Damages' clause enforceable versus void as an unlawful penalty?

Enforceable only if: (1) actual damages from a breach were difficult or impossible to estimate accurately at the time of contract formation, and (2) the agreed sum was a reasonable forecast of anticipated or actual harm. If disproportionately punitive, it is struck down as a penalty.

What is the legal difference between a 'Material Breach' and a 'Minor (Partial) Breach'?

• Material Breach: A substantial failure that deprives the non-breaching party of the core benefit of the bargain; excuses the non-breaching party's remaining duties and triggers an immediate right to all breach damages. • Minor Breach: Non-breaching party obtains substantially what was bargained for; non-breaching party must still perform but may sue for damages caused by the defect.

What is the distinction between 'Procedural' and 'Substantive' Unconscionability?

• Procedural Unconscionability: Unfairness during contract formation, involving unequal bargaining power, hidden fine print, deceptive sales tactics, or lack of meaningful choice. • Substantive Unconscionability: The actual terms of the agreement are oppressively harsh, outrageously one-sided, or shocking to the conscience.

What types of contracts are subject to the Statute of Frauds (MY LEGS)?

Contracts requiring a signed writing: • Marriage (agreements in consideration of marriage) • Year (contracts incapable of full performance within one year) • Land (transfers of interests in real property) • Executor (promises by executor to pay estate debts out of personal funds) • Goods (sales of goods priced at $500 or more under UCC 2-201) • Suretyship (promises to answer for the debt of another).

What is the difference between 'Duress' and 'Undue Influence' as defenses to contract enforcement?

• Duress: Compulsion of a party's assent through an unlawful or wrongful threat that deprives the victim of any reasonable choice. • Undue Influence: Unfair persuasion of a vulnerable party by someone who occupies a dominant or confidential fiduciary relationship (e.g., attorney-client, parent-child).

What are 'Restitution Damages' (quantum meruit) in contract law?

A remedy designed to prevent unjust enrichment by requiring the defendant to disgorge or return the reasonable value of the benefit conferred upon them by the plaintiff's performance.

What is the 'Pre-Existing Duty Rule' and how does the UCC differ from the Common Law regarding contract modification?

• Common Law: Promising to perform a task one is already legally obligated to do is not new consideration; contract modifications require fresh consideration. • UCC 2-209: Rejects the pre-existing duty rule; modifications to contracts for the sale of goods need no new consideration, provided they are made in good faith.

What rule of foreseeability was established in Hadley v. Baxendale regarding consequential damages?

A non-breaching party may recover consequential (special) damages only if the losses were reasonably foreseeable to both parties at the time the contract was formed, either as naturally arising from the breach or arising from special circumstances communicated to the breaching party.

What is the legal definition of a Contract and what are its core formation elements?

A legally enforceable agreement consisting of a promise or set of promises. The essential elements required for formation are: (1) Mutual Assent (valid offer and acceptance), (2) Consideration (bargained-for legal detriment), and (3) Absence of valid formation defenses.

Under what three circumstances is an offeror's power to revoke an offer restricted?

1. Option Contract: Consideration is paid to keep the offer open for a stated period. 2. UCC Firm Offer (UCC 2-205): A merchant signs a written assurance to hold an offer to buy/sell goods open (irrevocable up to 3 months without consideration). 3. Unilateral Contract Part Performance: Beginning performance under an offer for a unilateral contract makes it temporarily irrevocable.

What distinguishes a 'Bilateral Contract' from a 'Unilateral Contract'?

• Bilateral Contract: An exchange of mutual promises (a promise for a promise), where both parties become obligors upon contract formation. • Unilateral Contract: An offer seeking acceptance solely through full actual performance (a promise for an act); offeree makes no promise and is not bound until performance is complete.

What is the common law 'Mirror Image Rule' for contract acceptance?

An acceptance must match the terms of the offer exactly without any modification, addition, or omission. Any variance in the attempted acceptance operates as a rejection and counteroffer, terminating the original offer.

Dret Constitucional — Intermedi (B1/B2) 3: Contract Law: Offer, Acceptance, Consideration, Promissory Estoppel, Breach & Remedies

[Català] Dret Constitucional: Formation of contracts, UCC vs. common law rules, consideration doctrine, defenses to formation, performance standards, breach, and damages remedies.

Level: intermediate
Languages: ca → ca
Cards: 32
Markdown: Dret Constitucional — Intermedi (B1/B2) 3: Contract Law: Offer, Acceptance, Consideration, Promissory Estoppel, Breach & Remedies (.md)

Flashcards (32)

#	Front (Term / Question)	Back (Definition / Answer)
1	How do Impossibility, Impracticability, and Frustration of Purpose excuse contractual performance?	• Impossibility: Objective physical impossibility of performance (e.g., destruction of unique subject matter or death of personal service performer). • Impracticability: Performance has become excessively burdensome, dangerous, or expensive due to an unforeseeable supervening event. • Frustration of Purpose: A supervening event completely destroys the mutually understood principal purpose of the contract.
2	What is the difference in legal effect between a 'Mutual Mistake' and a 'Unilateral Mistake'?	• Mutual Mistake: Both parties are mistaken about a basic assumption of fact that has a material effect on the agreed exchange; the contract is voidable by the adversely affected party unless they assumed the risk. • Unilateral Mistake: Only one party is mistaken; generally provides no defense unless the other party knew or had reason to know of the mistake.
3	What is the standard measure of 'Expectation Damages' in breach of contract?	Designed to put the non-breaching party in the financial position they would have occupied had the contract been fully and properly performed (the 'benefit of the bargain'), calculated as: Loss of Value + Other Losses (incidental and consequential) - Costs Avoided.
4	Why is 'past consideration' or moral obligation insufficient to form an enforceable contract?	Because consideration requires a bargained-for exchange: an act performed before a promise is made was not induced by the promise, meaning no legal detriment was incurred in exchange for the promise.
5	What is the non-breaching party's 'Duty to Mitigate' damages (Doctrine of Avoidable Consequences)?	A non-breaching party has an affirmative legal duty to take reasonable steps to minimize and avoid unnecessary financial losses resulting from the breach; damages that could have been avoided through reasonable effort without undue burden are unrecoverable.
6	What constitutes valid 'Consideration' in contract law?	A bargained-for exchange of legal value: the promisor must seek something in exchange for their promise, and the promisee must incur a 'legal detriment' (doing or promising to do what they have no prior legal obligation to do, or forbearing from a lawful right).
7	What is the difference between a 'completely integrated' contract and a 'partially integrated' contract?	• Completely Integrated: Intended by parties as a complete and exclusive statement of terms; cannot be contradicted or supplemented by any extrinsic terms. • Partially Integrated: Intended as final on the terms included, but not comprehensive; cannot be contradicted by extrinsic evidence, but consistent additional terms may be introduced.
8	When will a court grant the equitable remedy of 'Specific Performance'?	Granted only when monetary damages are inadequate to remedy the injury and the subject matter of the contract is unique (e.g., all real estate parcels, rare antiques, patents). It is never granted for personal service contracts due to constitutional prohibitions against involuntary servitude.
9	How do you determine whether a contract is governed by UCC Article 2 or the Common Law?	UCC Article 2 governs transactions in 'goods' (all tangible, movable personal property). Common Law governs contracts for real estate, services, employment, and intangible rights. In hybrid transactions, courts apply the 'Predominant Factor Test' to determine whether goods or services constitute the primary thrust.
10	How do courts distinguish between an 'Intended Beneficiary' and an 'Incidental Beneficiary'?	• Intended Beneficiary: A third party whom the contracting parties specifically intended to receive the direct benefit of performance (e.g., creditor or donee beneficiary); acquires enforceable rights to sue on the contract. • Incidental Beneficiary: A party who benefits incidentally from performance without intention of the parties; acquires no enforceable legal rights.
11	What is the common law 'Mailbox Rule' regarding the timing of contract communications?	An acceptance is legally effective upon dispatch (when properly mailed or sent), whereas rejections, revocations, and counteroffers are effective only upon actual receipt by the offeree or offeror. (The rule does not apply to option contracts, where acceptance must be received).
12	What is the 'Parol Evidence Rule' (PER) in contract interpretation?	A substantive legal rule providing that where parties have reduced their agreement to a fully integrated written contract, extrinsic evidence of prior or contemporaneous oral or written negotiations is inadmissible to contradict, alter, or add to the written terms.
13	What is the doctrine of 'Substantial Performance' (Jacob & Youngs v. Kent)?	In service and construction contracts, if a party's performance deviates only in minor, non-essential respects that do not defeat the primary purpose of the contract, the contractor is entitled to the full contract price minus the cost of remedying the minor defect.
14	What constitutes 'Anticipatory Repudiation' and what are the non-breaching party's options?	An unequivocal, absolute statement or act by a party prior to performance indicating they will not perform their contractual obligations. The non-breaching party may: (1) treat the contract as immediately breached and sue, (2) suspend performance and wait for the performance date, or (3) rescind the contract.
15	Why are commercial advertisements generally considered invitations to treat rather than binding offers?	Advertisements are treated as invitations to make an offer because they lack definite terms and do not identify specific offerees. However, an ad becomes an offer if it is clear, definite, explicit, and leaves nothing open for negotiation (e.g., '10 coats for $1 each, first come, first served').
16	What are the four required elements of 'Promissory Estoppel' (Restatement Second of Contracts § 90)?	1. A clear and unambiguous promise by the promisor. 2. Reasonable expectation by the promisor that the promisee will rely on the promise. 3. Actual, reasonable, and detrimental reliance by the promisee. 4. Injustice can be avoided only by enforcing the promise.
17	When are 'Reliance Damages' awarded as a contract remedy?	Awarded when expectation damages are too speculative or uncertain to calculate. Reliance damages aim to put the non-breaching party back in the position they occupied before the contract was entered into, reimbursing out-of-pocket expenses incurred in reliance on the contract.
18	What right does a party have to demand 'Adequate Assurance of Performance' under UCC Section 2-609?	When reasonable grounds for insecurity arise regarding the other party's ability to perform, a party may demand in writing adequate assurance of due performance and may suspend their own performance; failure to provide assurance within 30 days constitutes an anticipatory repudiation.
19	What are the essential elements of an enforceable 'Offer' under the Objective Theory of Contracts?	An objective manifestation of present intent to enter into a contract, communicated to an identified offeree, with sufficiently definite and certain essential terms (parties, subject matter, price, and quantity) such that a reasonable person would understand assent seals the deal.
20	How does UCC Section 2-207 ('Battle of the Forms') modify the common law mirror image rule for the sale of goods?	A definite and seasonal expression of acceptance forms a binding contract even if it states additional or different terms, unless acceptance is expressly made conditional on assent to the new terms. Between merchants, additional terms automatically become part of the contract unless: (1) offer limits acceptance, (2) terms materially alter agreement, or (3) objection is made.
21	When is a 'Liquidated Damages' clause enforceable versus void as an unlawful penalty?	Enforceable only if: (1) actual damages from a breach were difficult or impossible to estimate accurately at the time of contract formation, and (2) the agreed sum was a reasonable forecast of anticipated or actual harm. If disproportionately punitive, it is struck down as a penalty.
22	What is the legal difference between a 'Material Breach' and a 'Minor (Partial) Breach'?	• Material Breach: A substantial failure that deprives the non-breaching party of the core benefit of the bargain; excuses the non-breaching party's remaining duties and triggers an immediate right to all breach damages. • Minor Breach: Non-breaching party obtains substantially what was bargained for; non-breaching party must still perform but may sue for damages caused by the defect.
23	What is the distinction between 'Procedural' and 'Substantive' Unconscionability?	• Procedural Unconscionability: Unfairness during contract formation, involving unequal bargaining power, hidden fine print, deceptive sales tactics, or lack of meaningful choice. • Substantive Unconscionability: The actual terms of the agreement are oppressively harsh, outrageously one-sided, or shocking to the conscience.
24	What types of contracts are subject to the Statute of Frauds (MY LEGS)?	Contracts requiring a signed writing: • Marriage (agreements in consideration of marriage) • Year (contracts incapable of full performance within one year) • Land (transfers of interests in real property) • Executor (promises by executor to pay estate debts out of personal funds) • Goods (sales of goods priced at $500 or more under UCC 2-201) • Suretyship (promises to answer for the debt of another).
25	What is the difference between 'Duress' and 'Undue Influence' as defenses to contract enforcement?	• Duress: Compulsion of a party's assent through an unlawful or wrongful threat that deprives the victim of any reasonable choice. • Undue Influence: Unfair persuasion of a vulnerable party by someone who occupies a dominant or confidential fiduciary relationship (e.g., attorney-client, parent-child).
26	What are 'Restitution Damages' (quantum meruit) in contract law?	A remedy designed to prevent unjust enrichment by requiring the defendant to disgorge or return the reasonable value of the benefit conferred upon them by the plaintiff's performance.
27	What is the 'Pre-Existing Duty Rule' and how does the UCC differ from the Common Law regarding contract modification?	• Common Law: Promising to perform a task one is already legally obligated to do is not new consideration; contract modifications require fresh consideration. • UCC 2-209: Rejects the pre-existing duty rule; modifications to contracts for the sale of goods need no new consideration, provided they are made in good faith.
28	What rule of foreseeability was established in Hadley v. Baxendale regarding consequential damages?	A non-breaching party may recover consequential (special) damages only if the losses were reasonably foreseeable to both parties at the time the contract was formed, either as naturally arising from the breach or arising from special circumstances communicated to the breaching party.
29	What is the legal definition of a Contract and what are its core formation elements?	A legally enforceable agreement consisting of a promise or set of promises. The essential elements required for formation are: (1) Mutual Assent (valid offer and acceptance), (2) Consideration (bargained-for legal detriment), and (3) Absence of valid formation defenses.
30	Under what three circumstances is an offeror's power to revoke an offer restricted?	1. Option Contract: Consideration is paid to keep the offer open for a stated period. 2. UCC Firm Offer (UCC 2-205): A merchant signs a written assurance to hold an offer to buy/sell goods open (irrevocable up to 3 months without consideration). 3. Unilateral Contract Part Performance: Beginning performance under an offer for a unilateral contract makes it temporarily irrevocable.
31	What distinguishes a 'Bilateral Contract' from a 'Unilateral Contract'?	• Bilateral Contract: An exchange of mutual promises (a promise for a promise), where both parties become obligors upon contract formation. • Unilateral Contract: An offer seeking acceptance solely through full actual performance (a promise for an act); offeree makes no promise and is not bound until performance is complete.
32	What is the common law 'Mirror Image Rule' for contract acceptance?	An acceptance must match the terms of the offer exactly without any modification, addition, or omission. Any variance in the attempted acceptance operates as a rejection and counteroffer, terminating the original offer.