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BAR MNEMONICS for Contracts

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xizamibu's version from 2015-12-01 14:04

The ingredients for a valid contract are [TACO]:

TACO:
Question Answer
TDefinite Terms (parties, subject matter, time of performance, price, and (if sale of goods) quantity). Types: express, implied quasi
AAcceptance of terms
CConsideration
OOffer inviting acceptance
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An offer expires when it gets [TIRED]:

TIRED:
Question Answer
TReasonable TIME after an offer is made, or after expiration date expressly stated in an offer
IMental INCAPACITY or death of offeror or offeree
RREVOCATION of an offer communicated to an offeree before acceptance
EEXPRESS or implied rejection communicated to offeror
DDESTRUCTION of the subject matter of the offer or intervening illegality terminates an offer by operation of law
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Look at [HAIL] to determine whether a breach is material or immaterial

HAIL:
Question Answer
HHARDSHIP on breaching party if total material breach is declared
AAMOUNT of benefit bestowed on non-breaching party
IWhether breach was INNOCENT
LLIKELIHOOD of full performance being achieved
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Breach of contract defenses are [I3 FU2MED & I SIP]:

I3 FU2MED & I SIP:
Question Answer
IINFANCY
IINSANITY – INCOMPETENCY
IINTOXICATION
FFRAUD
UUNCONSCIONABILITY
UUNDUE INFLUENCE
MMISTAKE
EEQUITABLE DEFENSES
DDURESS
IIMPOSSIBILITY of performance
SSTATUTE OF FRAUDS
IILLEGALITY
PPAROLE EVIDENCE RULE
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Contracts that must be in writing MY LEGS

Question Answer
My Legs
"M"for Marriage contracts.
"Y"for contracts that require more than one Year to complete.
"L"for contracts involving Land.
"E"for contracts where the Executor agrees to personally pay the debts of an estate.
"G"for contracts for the sale of Goods over $500.
"S"for Surety contracts.
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A [THUG] may render a contract illegal:

Thug:
Question Answer
TTYPE of illegality & extent to which the public is harmed
HHARM that forfeiture would cause if contract was declared unenforceable due to illegality; ct looks to see whether contract has been substantially performed
UUNJUST ENRICHMENT (a windfall) to party asserting illegality defense
GRelative GUILT of each party
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[OF MICE] permits parole evidence:

Question Answer
OTo establish an ORAL condition precedent to legal effectiveness of contract, provided it doesn’t contradict express term(s) of the contract
FParty can’t invoke the Parole Evidence Rule to shield that party from allegations of FRAUD or Misrepresentation
MTo establish MUTUAL Mistake or claim for reformation of contract
ITo establish ILLEGALITY
CTo establish failure of CONSIDERATION
ETo EXPLAIN ambiguous or missing terms, or show that no enforceable agreement was ever intended
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Exceptions to the Statute of Frauds requirement are [SWAMP]:

Question Answer
SContracts for SPECIALLY manufactured goods
WWAIVER
AJudicial ADMISSION of contract
M“MERCHANT MEMORANDUM”
PPART PERFORMANCE
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Remedies available to a Seller are [SPARKLE]:

Question Answer
SSTOPPING goods in transit
PSuing for the entire contract PRICE
ADemanding ASSURANCES
RRE-SELLING goods to another buyer
KKEEPING part of a breaching buyer’s deposit, never more than $500
LSuing for LOST Profit
EEXERCISING the right to reclaim goods delivered to the insolvent Buyer
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Remedies available to a Buyer are [CID’S WAR]:

Question Answer
CCOVER (UCC, buyer permited (but not required) to find another buyer upon receipt of anticipatory breach)
IINCIDENTAL & consequential damages
DDAMAGES for lost benefit of the bargain, or for the price paid
SSPECIFIC PERFORMANCE on a contract for unique goods
WBreach of WARRANTY
AACCEPTANCE revocation
RREJECTING non-conforming goods
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Lack of contractual capacity arises from the [3 I's]:

Question Answer
IINFANCY
IINTOXICATION
IMental INFIRMITY
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SIMIR is a fraud

Question Answer
SSCIENTER (intent or knowledge of "wrongness")
ID lied with an INTENT to defraud the P
IP suffered an economic INJURY
RP justifiably RELIED on D’s misrepresentation
MD misrepresented a MATERIAL fact, which induced P to enter the K
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If a sales contract is silent on a topic, the UCC implies the following [CIDER] rules:

Question Answer
CSeller is not obligated to extend CREDIT to the buyer
IBuyer has the right to INSPECT the seller’s tendered goods (except no right to inspect when the transaction involves a bill of lading)
DSeller’s tender of DELIVERY is implied to be at seller’s place of business, unless both parties know that the goods are located elsewhere
EBuyer and seller must EXCHANGE performance concurrently
RRISK OF LOSS is on the party in the best position to bear that risk
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