Mistakes Mutual Mistake: The mistakes related to the same basic assumption on which the contract was made. Mutual Mistake of Fact: occurs when both
parties are in error as to a material fact that makes up the subject matter of a contract. Are voidable at the option of either party. Mutual Mistake of Value:
occurs when both parties are certain of the object of a contract, but are wrong about its true value. These are almost always enforced. Unilateral Mistake:
Only one party makes a mistake about a basic assumption on which they made the contract.Promissory Estoppel: situation where one person relies on to a
promise made by another, but because one or more of the required elements of a contract is missing, contract has not been created. Quasi-Contract: Not a
contractual obligation created by the parties; intent has nothing to do w/ it. It is an obligation imposed by the law in order to avoid what is called “unjust
enrichment” of one party at the other party’s expense. A Benefiting party usually is required to pay the reasonable value of the benefits or services he received.
Also, in order for this doctrine to apply, the benefited party must have knowingly accepted and retained the benefit.Hybrid Transactions: A contract that has
both a good and service component to it Ex: Mechanic repairing your car, he/she providing a good, a service, or both- BOTH! Predominant Factor Test:
Under the contract law, if the good aspect/component of the transaction/contract “dominates' ', then the UCC and its rules apply. However, if service
component dominates, the regular common law contract rules applyRewards:public offer for a reward is an offer, but it is an unilateral offer. Have to have
performed the act with knowledge/because of the offer. Most states require one to be award of the reward beforehandAuctions: With reserve: The
auctioneer(offerer) may withdraw the goods at anytime before acceptance. Acceptance only occurs when the auctioneer brings the hammer down and says
“sold.” Without reserve: After the auctioneer(offerer) calls for bids on the property, the auctioneer cannot withdraw the property. Bidder(Offeree) can retract
his bid anytime before the hammer comes down, a bidder’s retraction does not revive a previous bid. Bids:advertisements for bids are generally treated as
invitations to deal. Those who submit bids are treated as the offerors. Bidders can withdraw bids anytime before acceptance“Objective” means “what a
reasonable person conclude here” “subjective” means “what the plaintiff meant/intended” Revocation: General Rule- Offeror can revoke his/her offer at any
time before acceptance. Exception: option contract supported by consideration Communication of Acceptance Instantaneous forms of communication
(talking otp) Non-instantaneous forms of communication (letter, fax, email, and messenger). Timing Rule No. 3 - the “mailbox Rule” - States that
acceptance is valid upon sending/dispatch - EVEN if the offeror NEVER receives it Exception: the offer expressly says acceptance is only effective upon
receipt. Exception: If the acceptance was incorrectly addressed or the postage was incorrect, it is effective upon receipt. Silence cannot/is not an
acceptanceOption Contract: something bought by the offeree to extend the contract, no legal obligation to purchase the property. Exception: UCC Firm
Offer - a writing signed by a merchant, promising to buy or sell goods, and which promises to hold the offer open for a certain period or “reasonable” time
cannot exrceed 90 days. Exception: Unilateral contract is involved and the offeree starts to perform the requested act Exception: Promissory Estoppel- The
offeree replies on the offer being kept open, and the offeree will suffer an injustice if the offeror is allowed to revoke. When is a revocation of an offer by the
offeror effective? Upon receipt by the offeree (when it is received) Exception: The offeree learns that the offeror has revoked the offer before he/she (the
offeree) accepted the offer (timing rule - mailbox) The Common law “mirror image rule” – states that the offeree’s acceptance must exactly mirror the
terms of the offer. If anything at all is changed or modified, then there is no acceptance, and the offeree’s attempt to accept the offer was/is really a
counteroffer.
Consideration: A legal value, bargained for and given in exchange for an act or promise. “The idea or concept involved is a “bargained for exchange” of
something. “Glue that holds the bargain together.” What fails under Consideration: Illusory Promise, Pre-existing duty, past consideration, moral
consideration, and gift.Legal Value - doing something with legal value -Doesn’t have to be monetary, the concept is that prior to this exchange, there is not
legal obligation to do it, doing it because of the contract -Adequacy of consideration - as long as the promisee’s act/performance satisfies the legal value test,
the courts will not act if the promise was “worth it” 1) Illusory promise: “I’ll wash your car when i feel like it” - not valid consideration as the promisee is not
legally binding himself to anything 2) Preexisting Duties: Common law: A promise to do what one is already legally obligated to do is not valid
consideration. UCC contract modification rule: an agreement to modify a contract for the sale of goods does not need and new consideration in order to be
binding Forbearance: promising to not do something you have a legal right to do may be sufficient enough to constitute consideration for a promisor’s
promise. Bargained for exchange:the essence of consideration is that it is given and accepted as the motive or inducement of the promise Past
consideration:agreeing to do something that has already taken place in the past is not valid consideration. Moral Consideration:promises based on moral
obligations are not legal and unenforceableGifts:Not enforceable as no bargaining took place so consideration fails. Undue influence: It is unfair persuasion,
as opposed to coercion (what duress is). Comes up often in will contests in probate court. Party who proves the undue influence cause him to enter into
contract can only cancel the constract; not seek monetary damages. Duress is the wrongful coercion such as physical compulsion, threats of physical,
emotional harm. Economic duress, is that enough to set aside a contract based on the grounds of duress? A. Traditional: Not enough B. Modern: Maybe if the
situation is egregious enough. Contractual Capacity a. Capacity means the ability to incur legal obligations and acquire legal rights b. Effect of lack of
capacity - Makes contracts voidable at the option of the person who lacked capacity (not the other party). Minor Contracts A minor can disaffirm any
contracts they enter into. Exceptions:1)Statutory expectations:Contracts involving marriage, agreements to support children, school loans, life/medical
insurance contracts, contracts for transportation by common carriers, sports contracts, contracts to employ a child actor, etc. 2) Emancipated Minor:The
termination of a parent’s control of the child. Emancipated minors are persons under 18 and married OR received a declaration of emancipation from the
court. In most jurisdictions, the emancipated minors cannot disaffirm a contract3) Necessities:A “necessity” is something that is essential for the minor's
continued existence/general welfare that is not provided by the current guardian. Examples include food, clothing, shelter, medical care, tools of minor’s trade,
basic educational/vocational training. Beyond this it depends from case to case (minors age, station of life, personal circumstances)-The minor is not liable for
the contract price of the necessity, but the reasonable value of the item in question (quasi-contract) Contracts in Restraint of Trade or Competition A
contract or agreement not to compete Such contracts are unenforceable unless they are “reasonable” in scope, time, and geographic area, serve a legitimate
business interest, etc.The Statute of Frauds a. Some contracts are SO important they must be in writing. If a contract falls under the Statute of Frauds and its
not in writing, its unenforceable b. Collateral contracts The guarantor agrees to pay the debt or obligation of the principal debtor of the obligee ONLY if the
principal fails to perform. c. Contracts that create or transfer an ownership interest in real property Property selling d. Contracts that by their terms
cannot possibly be performed within one year from the date of their formation If there is the slight possibility that it can be done in one year, this doesn't
apply. Only if it CANNOT possibly be done. Starts counting the contract comes into existence, not the day performance begins e. [UCC] Contract for the
sale of goods in the amount of 500 or more. Memorandum 1) The whole contract doesn't have to be in writing, but some type of “Memorandum” of the
party’s agreement must be. There is written evidence that a contract was made. *Can be on any surface, back of napkin, etc.