2 Contracts Free Online FlashCards

What does a typical enforceable contract require?

A typical enforceable contract requires mutual assent, consideration, capacity, and a lawful purpose.

How do courts assess mutual assent?

Mutual assent is judged objectively: would the parties’ words and conduct lead a reasonable person to understand that they agreed?

What makes a proposal an offer?

An offer is a sufficiently definite proposal that invites acceptance and signals willingness to be bound. Advertisements are often invitations to negotiate, though context matters.

What is acceptance under common law?

Acceptance is assent in a manner invited or reasonably expected by the offeror. Under common law, it generally must match the offer; a changed term is ordinarily a counteroffer.

What counts as consideration?

Consideration is a bargained-for exchange of a promise, act, or forbearance. A bare promise to make a gift usually is not consideration.

When may promissory estoppel support enforcement?

Promissory estoppel may enforce a promise without ordinary consideration when reasonable, foreseeable reliance makes enforcement necessary to avoid injustice.

What does a statute of frauds require?

A statute of frauds requires a signed writing or other qualifying record for specified contracts, including many land sales and certain sales of goods.

Why can duress undermine a contract?

Improper pressure may undermine voluntary assent and provide a basis to challenge enforcement for duress or undue influence.

How do courts interpret an ambiguous contract term?

Courts read the document as a whole and give words their ordinary meaning in context. For a reasonably ambiguous term, relevant outside evidence may be considered, depending on governing law.

What does the parol evidence rule limit?

The parol evidence rule limits prior or contemporaneous statements that contradict or vary a writing intended as the final agreement. It does not exclude all outside evidence.

What is substantial performance?

Substantial performance may count as sufficient under common law when the contract’s central purpose is fulfilled despite a minor defect; the other party may still recover for that defect.

What makes a breach material?

A material breach is serious enough to undermine the bargain and may excuse the other party’s remaining performance.