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Bar Review

CONTRACTS & CONTRACTS REMEDIES (Summary Flowcharts)

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BLANK

A
Services Kind of K?

CONTRACTS

Sale (Goods? UCC) Offer made?

Mutual assent
3d P Problems? - 3d P Promisor - Guarantor - 3d P BENI - Assignment - Delegation

Offer still open? UCC 2 -205 - Firm offer Offer accepted? UCC 2 -206 - Shipment / Non-conforming goods; UCC 2 - 207 - Additional terms in acceptance Bargained - for exchange

FORMATION (Modification?) UCC 2 - 209

Consideration

Promissory estoppel Restitution: Quasi contract Capacity

Public policy Defenses Fraud / Mistake S/F UCC 2 - 201 - S/F Writing PE Rule

PERFORMANCE Liquidated Damages Expectation Reliance Consequential

Natural (Standard)

REMEDIES

Restitution: Value of benefit conferred

Specific performance "Injunction" Recission Reformation

29J

Express Are there any? If yes, are they satisfied? Waiver If no, are they excused? Breach Forfeiture Implied Constructive Conditions

Illegality

Impossibility

Death

Destruction (Risk of loss)

MODIFICATION A
C/L Mutual assent? Yes

Discharge

Severe impracticability

B
UCC Yes

Consideration? Commercial frustration

Yes

No

Writing required?

No

Yes, unless under $500

Prospective

Minor Breach Present Material Minor: Substantial perform.

Relief for Breachor

Material: Time to cure Divisible K Total Restitution

29K

Intent Offer Made Content Communicated Kind of Termination MUTUAL ASSENT Offer Open Kind of Offer Special Capacity Offer Accepted Communicated Plain Freely revocable Option Firm (UCC 2-205) Supported by D/R C/L UCC Bilateral v. unilateral Shipment of nonconforming goods (UCC 2-206) Accomodation? Unequivocal C/L UCC (2- 207) Layperson Between merchants Limited Objection Material

Exceptions RP Sale K's covered One year rule Guarantee

A B C (Guarantor)

Part Perf Full Perf Main Purpose

Pers. Prop/UCC

Statute of Frauds Essential terms C/L Written Memo WRITING UCC (2-201) Signature Terms - quantity Party to be charged Signature Between merchants confirming memo

K's covered - Integrated

Parol Evidence Rule

Contradicts essential terms Excluded Partial integration -OK Effect - Bars evidence Supplement Complete - Excluded? No deal Exceptions Interpret deal/ Reformation Later deal (Modification)

29L

Third Party Beneficiaries

Creditor Formation 3d p. beni Intended Incidental Performance Not vested Modify/Rescind Vested A v. B (pe v. por) Remedies C v. B 3d p. beni v. por C v. A 3d p. beni v. pe Creditor Donee - no $ dmgs Donee

A
(promisee)

B
(promisor)

C
(3d p. beni)

Promisors defenses against 3d p. beni Creditor - Yes, on underlying promise Donee - No - gift only

Assignment of Rights
Prohibition - effective? Formation Increase obligors duty/risk? Future rights - existing or expectancy? Effect of assignment Performance Revocation & Priorities Irrevocable A v. B - No (obligee v. obligor) Remedies C v. B (assignee v. obligor) C v. A - Implied warranties (assignee v. assignor) Direct c/a - Yes B's defenses Revocable

A
(obligee/ assignor)

B
(obligor)

C
(assignee)

Same as against A since (C stands in As shoes)

C Delegation of Duties
(delegate)

Formation

Delegable duty? Consideration?

A
(obligor/ delegator)

B
(obligee)

Performance

Effect of delegation B v. A (obligee v. obligor) Delegation -Yes Novation - No Direct c/a as 3d p. beni Same as against A since Cs Defenses B stands in As shoes

Remedies

B v. C (obligee v. delegate) A v. C (delegator v. delegate)

29M

Natural

Cost avoided EXPECTATION DAMAGES Gen'l Measure = Natural (+ Conseq.) (+ Incid) Minus Loss avoided

By breacher Forseeable Consequential At time K made Certain

Mistake Grounds Breach Unenforceable K Aggrieved party Value to breacher Breacher - Value conferred minus damages

RESTITUTION
Measure of Recovery

Breach

Specific Unenforceable contract Reas. value

Definite and certain contract

Inadequate legal remedy SPECIFIC PERFORMANCE Jurisdiction problems Feasible decree Supervision problems Traditional - strict Mutuality of remedy Modern -Security for performance

S/F Defenses S of Limit/Laches Unfairness BFP Unclean hands Hardship Misrep/Mistake

29N

Seller: K - market Real Prop. Buyer: Market - K Sale

K - market Seller Resale Goods Market - K Buyer Cover - K Lost volume K - resale

STANDARD

Employee: Lost wages - earnings Employment Employer: Extra cost Services

Builder: Profit + costs Construction Cost of completion

Owner Dimin. in value

No Formula: Common Sense

29O

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