1SOF Contracts
(MYLEGS)
Marriage
Year (over one)
Land Sale
Executor of Estate
Goods of \$500 or more
Suretyship
SOF Contracts (MYLEGS)
PITAS
2Promissory Estoppel
Restatement 90[1]
(PITAS)
Promise?
Induce action or forbearance
Take action or forbearance
Avoid injustice?
Should remedy be limited?
3Acceptance
(MATR)
MANIFESTATION of ASSENT
TERMS thereof
manner invited or REQUIRED
4Offer
(CRIMI)
CERTAIN and definite terms
REASONABLY understand
IDENTIFIED person(s)
MANIFESTATION of intent
5Certain & Definite Terms
(TIPS)
Time
Price
Scope of work/property exchanged
6Quasi Contract
(BAKAI)
PL conferred a BENEFIT
DF has APPRECIATION or KNOWLEDGE
DF ACCEPTED or retained
circumstances INEQUITABLE to DF
7Termination of POA
(RRIDCL)
Rejection
Revocation
Incapacity or Death
Counteroffer
Lapse of Time
8Merchant's Firm Offer
(WOMBI3)
Writing, signed
Offer
Merchant
Buy/Sell Goods
Irrevocable
3 month time limit
9UCC 2-207(2) (Battle of the Forms)
(EXMAN)
Offer EXPRESSLY limits acceptance
MATERIALLY ALTER it
NOTICE
If both merchants all terms are included
10Inadequacy of Consideration
(UNGI)
Unequal Exchange
Nominal Consideration
Gross Inadequacy
Illusory Promises
11Irrevocable Offers - Common Law
(COPP)
Conditional Contract
Option Contract
Promissory Estoppel
Part Performance of a Unilateral Contract
12Irrevocable Offers - UCC
(MO)
Merchant's firm offer
Option contract
13Enforceable Modifications
(PANAM)
Preexisting Legal Duties
Additional or Different Consideration
Novation
Accord and Satisfaction
Mutual Rescission
14Unenforceable Modifications
(PMS)
PARTY demands more MONEY
SETTLE for less
15Officious Intermeddler
(FAP)
Freely Assists
Expects Payment
16Promissory Restitution
(DR. FOPA)
Definite and substantial character of benefit received
Reliance on the promise
FOrmality in making the promise
PArt performance
17Mutual Assent Exceptions
(A.M.)
Agreement
No Meeting of the Minds
18Contracts: Essay Check
Love For Dogs - Treat Every Rover Terrifically
Law
Formation
Defenses
Terms
Excuses
Remedies
Third Parties
19Contracts: Ineffective Varying Terms
(M_ LRC)
Material change
Limits acceptance
Rejected w/in a reasonable time
Conditional terms
20Contracts: Compensatory Damages
(ERIC)
• EXPECTATION (sufficient damages to buy substitute performance)
• if expectation is too speculative, may elect to recover based on reasonable RELIANCE
• INCIDENTAL costs
• CONSEQUENTIAL damages (lost profits a RP could've foreseen the damages from breach)
• FORESEEABILITY is a key issue
• LOSSES MUST BE CERTAIN
• Duty to Mitigate
21Defenses to Formation of Contract.
("I Saw U F*** the MAID")
Incapacity
Statute of frauds
Unconscionability
Fraud
Mistake of fact
Ambiguity
Illegality
Duress.
22Excuse for Non-Performance of a Contract.
("IMPAIR MAN IF")
Inability to perform
Material breach
Performance condition failure
Anticipatory repudiation
Impossibility
Rescission
Modification
Accord and satisfaction
Novation
Impracticability
Frustration of purpose
23Requirements for COMPENSATORY damages.
("Captain Finds Coffee Maker")
Causation
Foreseeability
Certainty
Mitigation
24Contract remedies.
("DRS Really Really Care")
Damages (no punitive or nominal)
Restitution (Quasi-K)
Specific performance
Reformation
Rescission
Cancellation
25Requirements for Specific Performance.
("Cha Cha Is My Favorite Dance")
1. Contract valid?
2. Conditions SATISFIED by P?
3. Inadequate legal remedy?
4. Mutuality of obligation?
5. Feasibility of enforcement?
6. Defenses to contract (mistake, misrepresentation, etc.)/equity (unclean hands, laches, unconscionable)
26Exceptions to Statute of Frauds
(SWAP)
Exceptions to MYLEGS
S - specifically manufactured
W - written objection within 10 days (or else they will be bound)
A - admits to a contract in court
P - part performance (goods have already been delivered or paid for)
27R2§ 90: Promissory Estoppel
(PRADA)
Promise
Reasonably induce
Action or forbearance
Detriment
Avoid injustice
• Remedy granted for breach may be limited as justice requires
28Unjust Enrichment (quasi contract/ implied in law)
(CAKI)
Conferred benefit
Acknowledged Receipt of benefit
Keeps benefit
Inequality if DF keeps benefit