Virginia Distinctions

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How to create an agency relationship...: In order to create an agency relationship, you must have capacity and oral or written agreement.
How can you disqualify an agent?: represetns both parties

self-dealing

illegaly not licensed in his/her practice area
What rights does a principal have...in other words, what can he expect of his agent?: Loyalty
Obedience
Care
Notification
How can circumstances or principal himself terminate actual authority?: breach by agent
unilateral act by either party

time
specified event
change of circumstances
operation of law
What question do you ask to determine of apparent authority existed?: Is there a reasonable belief by 3rd party that the agent had authority to act on behalf of the principal?
What's the effect of principal holding out agent as having authority?: apparent authority exists, P is liable for A's acts
What is ratifiction, and what do you need to prove that P ratified an alleged agent's act?: Ratification occurs when a principal accepts an agent's acts after performance, although agent didn't have authority. Principal's acceptance after the fact confirms the act as the principal's, binding the principal the same as if agent had full authority to act.

Ratification requires that P knew all material facts involved, and there's been no material change in circumstances.

Note: if 3rd party withdraws before principal ratifies, no ratification.
What's general rule for binding a principal on a contract made by agent?: ANY type of authority
What's general rule for binding an agent on contracts entered into by the principal?: If the agent agrees, there's an ndisclosed relationship (3rd party doesn't know who P is), or the agent ACTED WITHOUT AUTHORITY, then enforce K against agent.
Who can hold a third party liable?: Only the principal. Agent can never sue the third party.
If you have a tort committed by the agent, what's the general rule for suing the principal? (need 2 things): In order to hold an principal liable for an agent's tort, you must show employer/employee relationship exists AND employees was acting in "scope of employment"
More specific analysis of respondeat superior...how to establish appropriate relationship and tort was committed within scope of employment.: 1) employer/employee relationship exists by establishing control, a benefit for employer, and/or assent to such
2) agent acting within scope of employment if tort was committeed while under the employer's control, and no frolic existed (small detour is okay)
What is a valid offer?: A valid offer consists of

INTENT to contract +
PROMISE to a
OFFEREE of
DEFINITE TERMS

ipod
What are the ways an offer may be "no good"?: Time expired.

Offeror revoked (not good until offeree receives it)

Offer was rejected (not good until offeror receives it)

By law: destruction, illegal, death, insanity
What's the difference between UCC and CL rule for acceptance?: CL = mirror image

UCC = no material change, offeror didn't limit, and offeror doesn't object
What are three ways to accept a contract?: Promise to perform

Start to perform

Complete performance (unilateral)
What is the mailbox rule?: Acceptance effective upon dispatch, unless:

1)K specifically says acceptance must be received to form a K
2)option K - receipt
3)waivering offeree - reject, then accpet...who gets there first!
What happens when an offeree sends acceptance, and then rejects next day? Technically, he's already accepted upon dispatch, but there's an exception.: If offeree "follow up rejects," rejection arrives first, and offeror relies upon the rejection, offer is rejected, and no contract
Define consideration, and its substitutions.: A bargained for exchange with detriment to both parties.

A substitution to consideration is detrimental reliance (promisorry estoppel). Your promise, although lacking consideration, has induced the promisee to act.
Is past consideration acceptable in Virginia?: No. If a promisor is induced to act based on a past event, that will not support the subsequent promise.
Generally, a pre-existing duty is not valid consideration for a contract. What are the 3 situations where it will be, however?: Settling debt by something new or different.

Settle legal claim if real dispute exists.

Settle debt after SOL expired.
what are some defense one could raise to challenge contract?: "sometimes i forget defenses unless i make this accronym"

S.O.F.
Incapacity
Fraud
Duress
Unconscionability
Illegality
Mistake
Ambiguous terms (form of mistake)
What is the statute of frauds?: A writing is required for valid contract if the contract involes:

Marriages
Year - > 1 year
Land
Executor to a estate
Goods > $500
Suretyship
What is Virginia's rule for statute of frauds?: The writing is good if it presents "a basis for believing that it rests on a real transaction"
"This is how we've always done business!!" How is "course of dealing" relevant to enforcing a contract?: Court will look at the parties conduct to infer an intent to contract in view of past transactions.

Most likely admitted to interpret ambiguities
How is custom important in enforcing a K?: May use it to argue a reasonable construction of a term in the contract, where no express clause exists.
What is the parol evidence rule? What's the exception? What doesn't it apply?: Basically, preliminary negotiations are subsumed by the written agreement.

Exception: mistake or fraud in the drafting of the document (in which case intent to make the K the final agreement is lacking)

Parol evidence rule doesn't apply to post-K negotiations.
What do we need to know about making changes to a contract after agreement was reached?: 1) S.O.F.
2)Common law, need consideration. UCC, just good faith.
What's the main questions with third party beneficiary contracts?: Whether a third party who was no involved can now sue to enforce the contract.
What are you looking for to show that the 3rd party may enforce the contract?: Third party must show there was:
express undertaking showing intent to benefit 3rd pty
If you find there K was made to benefit the 3rd pty, what else must you look for? (i.e. creditor vs. donee): Is the 3rd pty a creditor or donee?

Creditor - rights vest when he learns of the contract, so contracting parties can alter his rights up until he learns of the benefit.

Donee "homefree" - rights vest when contract is made, regardless of his knowledge.
Generally speaking, are assignment of rights under a K allowed?: Yes, unless there's a material change to the obligor's duty/risk. i.e. unique relationship b/t original promisor promisee.
When can a party not assign their rights?: A party cannot assign their rights if

highly personal service, or

it materially alters the obligation.

Otherwise, right to assign can't be prohibited, and no notice to obligor is required.
What are some arguments justifying non-performance?: This Acronym: Can't Forget Many Reasons Non Performance Is Ideal

Accord/Satisfaction
Condition Subsequent
Frustration of purpose (unforeseen circumstance)
Modification
Revocation
Novation
Impossibility (death, destruction)
Impracticability (extremely difficult)
If breach occurs, what are the parties possible remedies?: Damages
Specific performance
Quasi-contract (equitable = imposes contract on parties)
How to figure damages?: Generally speaking, contract damages should reflect injured party's expectation from the contract. "Same position he/she would have been had the contract been performed."

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Deck Info

Number of cards 36

Created By jselway