Glossary of Starcontracts
Created by KymStarr
- What is Mutual Assent?
- Intent + Offer+ Acceptance
- How is intent judged?
- By the outward expression of presented intent. The objective/reasonable person standard.
- In order to have a contract there must be what?
- Intent+offer+acceptance=Mutual Assent
+ consideration or consideration substitute +
- What is promissory estoppel?
- A reliance on a promise by the promisee that is a detriment incurred and not bargained for that can be a substitute for consideration.
- What are the 5 requirements for promissory estoppel?
- Pursuant to restatement 2nd section 90:
1. A promise made by a promisor
2. Made with the reasonable expectation that promisee or 3rd party will rely on it
3. There is reasonable relance by promisee or 3rd paty
4. Injustice can only be avoided by enforcing the promise.
5. Tailor remedy as justice requires.
- Rule for charities for estoppel
- charities are not required to rely
- Are moral obligations legally enforceable as consideration?
- Generally no, but there are four exceptions
- What is a crazy payment?
- this is one of the situations where a moral obligation becomes legal consideration. It is when a debtor subsequently promises to pay a debt barred by the statute of limitations. Usually must be in writing
- What happens when a debtor makes a payment on a debt barred by the statute of limitations?
- It revives the whole debt
- When a crazy payment is in writing, how much is owed?
- The amount promised is owed, even if it is lower than the original debt.
- What happens when a debtor subsequently promises to pay a debt that has been discharged in bankruptcy?
- This is an exception to the rule that moral obligation is not consideration. This becomes consideration substitute and revives the entire debt
- what is the 3rd exception to moral consideration not being consideration?
- When the debtor as an adult subsequently promises to pay a debt made as a minor/infant.
- What is the material benefit rule?
- This is an exception to moral obligation not being a consideration substitute. It means that when the promisor having received a material benefit was obligated to compensate the party for services rendered.
- What is the four part test for the material benefit rule?
- Promisor received a material benefit from the promisee;
received under circumstances that raise a moral obligation;
subsequent promise to pay;
the nature of the circumstances are such that the promisee had a reasonable expectation of payment.
- What are the 5 ways one can evaluate expectation interest?
- 1. Fair market price -K price
2. K price - actual cost to complete.
3. value of what was promised - value of what he got
4. Cost of performance method (Hair hand + cash = Makes you whole)
5. Diminution of value method. present value and value if K was performed as promised.
- where does part performance controlled by the non breacher go?
- Where does past-performance controlled by the breacher go?
- An offeree can accept by either a promise to ship or shipping
- UCC 2-206
- Exceptions to Silence being acceptance:
- Where an offeree takes the benefit of services with a reasonable opportunity to reject them knowing they were offered with the expectation of payment. (Day v. Cayton)
Where offeror has stated that acceptance can be manifested by silence and the offeree remains silent intending to accept.
Where because of previous dealings or otherwise, it is reasonable that the offeree should notify the offeror if he does not intend to accept.
An offeree who does any act inconsistent with the offeror’s ownership of offered property is bound.
- How do we know something falls within the mailbox rule?
- The letter came by mail or letter (but not signed writing)
The offer calls for you to respond to a post office box.
- A discretionary promise on the part of the promisor.
- Illusory promise
- If a mail offer states that the offer must be accepted and in hand by June 1 and the offeree doesn't mail the acceptance till the morning of June 1, is the offer accepted?
- No, because the stated time period takes the offer out of the mailbox rule.
- What are the two ways to have a counter offer under UCC 2-207
- Acceptance is not a definite and seasonable expression of acceptance (Change of dickered term i.e., price or quantity)
The acceptance is expressly conditional on assent to the additional or different terms (proviso language)
- If we have a counter offer under 2-207, then when do we have a contract?
- If the parties conduct shows there is a contract then the court fills in:
and place of delivery (reasonable but is usually seller's place of business).
- If we don't have a counter offer under 2-207 what happens?
- we have acceptance and if it isn't between merchants, then no contract, if it is between merchants the additional terms become part of the contract except
1. offer is expressly limited to (offer must say.
2. timely notice of objection is given (read facts)
3. material alteration (arbitration clause or warranty)
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