business law exam 2

U.S. v. LaGrou Distribution Systems, 466 F.3d 585 (7th Cir. 2006)

"...government needed to prove that agents of the LaGrou corporation knowingly stored meat, poultry, and food products under unsanitary conditions. LaGrou's president, Jack Stewart, and the Pershing Road warehouse manager, David Smith, were both well aware of the rodent infestation problem and other insanitary conditions at the warehouse, yet persisted in storing and distributing meat, poultry, and food products there."

Zeidman v. Fisher, 980 A. 2d 637 (Pa. Super. Ct. 2009)

"To grant summary judgment on the basis of assumption of the risk it must first be concluded, as a matter of law, that the party consciously appreciated the risk that attended a certain endeavor."

Article 2 lowers the bar for formation by allowing an enforceable contract to arise "_____________________________________" between the parties.

"in any manner sufficient to show agreement"

Any sales contract for goods with a total value of $___ or more must be in writing.

$500

If the time for the seller's performance has not expired, the seller may cure by

(1) giving notice of her intent to cure and (2) tendering conforming goods in replacement of the rejected goods

The benefits and detriments of consideration may take the form of

(1) money, (2) goods, (3) services, or (4) the giving up

For an offer to be valid, the parties must reach mutual assent on all of the essential terms of the agreement These essential terms are

(1) parties to the contract, (2) subject matter of the contract, (3) time for performance or delivery, and (4) price or other consideration to be exchanged.

offer

- a promise or commitment to do (or refrain from doing) a specified activity such as selling a good at a certain price or offering to provide services at a given rate. -the expression of a willingness to enter into a contract by the offeror's promising an offeree that she will perform certain obligations in exchange for the offeree's counterpromise to perform.

risk of loss destination contract

-Requires the seller to deliver the goods to a specified destination, typically the buyer's place of business or home. Any loss will be borne by seller until the goods are delivered to buyer.

forbearance

-The giving up of a right that you legally possess. -Can be used as consideration in a contract.

Acceptance

-The offeree's expression of agreement to the terms of the offer. -An offeree typically communicates the ____________ in writing or orally but, in some cases, may accept via some action or conduct

Section 402A's strict liability is imposed on the seller even though:

-The seller has exercised all possible care in preparation and sale of the product, and -The user or consumer has not bought the product from or entered into any contractual relationship with the seller

UCC

-a model statute published by the National Conference of Commissioners of Uniform State Laws. -Every state except Louisiana has adopted all (or substantially all) of Article 2

Past Consideration

-a promise made in return for a detriment previously made by the promisee. -not considered to meet the bargained-for exchange requirement

Strict liability torts

-a tortfeasor may be held liable for an act regardless of intent or willfulness -applies primarily in cases of defective products and abnormally dangerous activities

Contracts

-enforceable agreements between the parties. -a promise or a set of promises enforceable by law.

Certain classes of persons have only limited power to contract

-minors -those with mental incapacity

general principles of criminal law

-principle of legality -principle of punishment

International Chamber of Commerce Terms (INCO)

-provides international abbreviations, known as INCO terms, to designate many of the responsibilities. -INCO terms are generally used in conjunction with the CISG and are also used in domestic shipping contracts as well -FCA, FOB

The mailbox rule

-provides that the acceptance of an offer is generally effective upon dispatch of the acceptance when sent in a commercially -reasonable manner and not when the acceptance is received by the offeror -governs common law contracts

criminal procedure

-refers to legal safeguards afforded to individuals (and business entities) during criminal investigations, arrest, trials, and sentencing. -sets limits on the government's authority in -applying criminal law

types of defesnes

-self-defense -mental incapactity -less common: duress, intoxication

Consideration

-the mutual exchange of benefits and detriments -each party receives something of value from the other and each party gives up something of value, called legal detriment, to the other -results in a bargained-for exchange

Anticipatory Repudiation (breach)

-when one party uses unequivocal language to cancel a contract before performance is due, the other may file suit immediately a term in the law of contracts that describes a declaration by the promising party to a contract that he or she does not intend to live up to his or her obligations under the contract

Attributes of contracts

1. Binding 2. specific services/product 3. rights & duties 4. agreement 5. courts will enforce 6. parties 7. rights & remedies for breach 8. bargained- for exchange - quid pro quo

When the breach has occurred before the goods were actually received by the buyer, the seller may:

1. Cancel the contract outright or discontinue his own performance 2. Resell the goods at fair market value to another party or dispose of the goods for recycling 3. Recover any incidental damages related to the exercise of the reselling remedy 4. If unable to sell the goods at fair market value, recover the full value of the contract from the buyer.

Trade libel requires the statement was:

1. Clear and specific reference to the disparaged party or product, 2. knowledge the statement was false, or 3. reckless disregard for the truth, communicated to a third party.

The statute of frauds primarily applies to five types of contracts

1. Contracts that involve the sale of interest in land. 2. Contracts that cannot be performed in under one year. 3. Contracts to pay the debt of another. 4. Contracts made in consideration of marriage. 5. Contracts for the sale of goods for $500 or more and lease transactions for goods amounting to $1,000 or more (UCC contracts).

components of defamation

1. Defamatory statement 2. Dissemination to a third party 3. Specificity 4. Damages

defect defined

1. Design or Manufacturing Defect 2. Inadequate Warning 3. Improper Packaging 4. Unavoidably Unsafe

elements of negligence

1. Duty 2. Breach of duty 3. Cause in fact 4. Proximate (legal) cause 5. Actual damages

remedies available to the buyer

1. Lawsuit for Money Damages 2. Specific Performance

coverage and major provisions of UNCISG

1. No Writing Required 2. Offer and Acceptance 3.Remedies

From a legal perspective a crime has two parts:

1. a physical part whereby the defendant committed an act or omission 2. a mental part focusing on the defendant's subjective state of mind.

In determining the source of law governing a hybrid contract, courts will examine:

1. allocation of price in the contract (value of goods versus value of services) and 2. uniqueness of the services

If the seller fails to achieve perfect tender, the buyer has three options:

1. Reject the entire shipment of goods within a reasonable time 2. accept the shipment of goods as is 3. accept any number of commercial units and reject the rest of the goods in a reasonable time

An offer may be terminated by action of the parties by:

1. Revocation 2. Rejection 3. Counteroffer 4. Operation of law

Remedies Following Acceptance of Nonconforming Goods

1. Revocation of Acceptance 2. Lawsuit for Money Damages

seller's defenses

1. Substantial Change 2. Assumption of the Risk 3. Misuse of Product

In a sales contract acceptance between merchants, additional terms automatically become part of the enforceable contract unless one of the following conditions exists:

1. The offeror has expressly and clearly limited acceptance to the original terms through language 2. The additional term is a material change that diverges significantly from those contained in the offer 3. The offeror raises an objection to the additional terms within a reasonable time period according to industry standards.

Defenses to Defamation

1. Truth 2. Privilege Defenses

categories of duress

1. Violence or threats of a violent act 2. Economic threats such as wrongful termination or threats to breach a contract 3. Threats of extortion or other threats whereby the other party has no meaningful choice.

examples of illusory promises

1. deathbed promises, in which you make a promise to a friend or loved one just prior to her death to comfort her; 2. promises of a gift, in which a promise is made but no reciprocal promise is exchanged; 3. promises of love and friendship; and 4. promises that by their terms are not binding.

For the injured party to recover damages, the tortfeasor must have: (existing contract)

1. had specific knowledge of the contract, 2. actively interfered with the contract, and 3. caused some identifiable damages (losses) to the injured party.

two phases of crimnal justice system

1. investigation 2. adjudication

termination by operation of law

1. lapse of time, 2. death or incapacity of the offeror or offeree, 3. destruction of the subject matter of the contract before acceptance, 4. supervening illegality.

termination of contract by law

1. lapse of time, 2. death or incapacity of the offeror or offeree, 3. destruction of the subject matter of the contract before acceptance, 4. supervening illegality.

obstruction of justice

1. lying to investigators, altering documents, 2. shredding or concealing documents or any media such as videotape, and 3. inducing other witnesses to lie or refrain from cooperating with authorities.

elements of a binding contract

1. mutual assent (did both parties agree)(offer an acceptance) 2. consideration 3. legality 4. capacity * (voidable)

The UCC allows a contract to be enforced based on a larger picture that consists of:

1. past commercial conduct 2. correspondence or verbal exchanges between the parties 3. industry standards and norms

The UCC's statute of frauds provision is satisfied so long as the writing contains

1. quantity 2. the signature of the party against whom enforcement is sought 3. language that would allow a reasonable person to conclude that the parties intended to form a contract.

offers with open terms

1. quantity 2. delivery 3. price 4. payment

Output contract

1. quantity may be an open term if the buyer agrees to purchase all of the goods that a seller produces 2. the seller has given up the right to sell the goods elsewhere

A buyer breaches a sales contract when she does any one of the following:

1. rejects the goods despite the fact that the goods conformed to the contract specifications, 2. wrongfully revokes an acceptance, 3. fails to pay the seller in accordance with the contract, or 4. fails to meet her obligations under the contract.

in anticipatory repudiation, the nonbreaching party may either

1. suspend her own performance, treating the breach as final, and pursue any remedies available 2. suspend her own performance, wait for a period of time for the breaching party to retract the repudiation, and perform.

The UCC defines goods as:

1. tangible (i.e., has a physical existence, such as a laptop computer) 2. moveable from place to place.

The MPC provides for criminal liability for businesses:

1. the criminal act by the business's agent is within the scope of her employment, and the statute imposes liability on the business for such an act 2. the criminal omission is the failure to perform a specific duty imposed by law 3. the crime was authorized by one of the corporation's top-level managers

A party holds title to a good when

1. the goods are actually in existence in a tangible form 2. when the goods are identified to the contract.

adjudication steps

1.Preliminary hearing 2. File indictment 3. Defendant enters plea 4. If no plea agreement is reached, defendant goes to trial 5. Conviction or acquittal of the defendant 6. Sentencing (if convicted) 7. Appeal

Unconscionability

A contract may potentially be avoided on the grounds that one party suffered a grossly unfair burden that shocks the objective conscience.

confirmation memorandum

A merchant who receives a signed ___________ _____________ from the other merchant will be bound by the memorandum just as if she had signed it, unless she promptly objects.

general reasonableness requirement

Absent any specific agreement between the parties to the contrary, the UCC uses a _______ _____________ _____________ to govern the delivery process.

undue influence

Allows the influenced party to avoid a contract when the court determines that the terms of the contract are unfair and the parties had some type of relationship that involved a fiduciary duty or some duty to care for the influenced party. Improper pressure of a trusted relationship

unenforceable

Although a contract may have met the required elements and be considered valid, it still may be __________because one party asserts a legal defense to performing the contract.

Delivery

Buyer takes _________ at the seller's place of business

capacity

Contracts will be enforced by the courts only if each party has the legal ________ to enter into a contract.

plain view doctrine

Courts have also held that the authorities generally do not commit a Fourth Amendment violation where they obtain evidence by virtue of seeing an object that is in plain view of a government agent who has the right to be in the position to have that view.

actual damages

Did the injured party suffer harm?

breach of duty

Did the tortfeasor fail to exercise reasonable care?

duty

Did the tortfeasor owe a duty of care to the injured party?

enforceablilty

Even if the elements of a contract are met, the contract must still: be the product of genuine assent, and be in writing under certain circumstances.

cause in fact

Except for the breach of duty by the tortfeasor, would the injured party have suffered damages?

insider trading laws

Federal securities statutes directed at corporate insiders who have access to certain information that is not available to the general investment public; -Prohibits corporate insiders from trading their company's stock based on their insider knowledge.

misrepresentation

For one party to avoid the contract on the basis of misrepresentation, she must prove: 1. the misrepresented fact was material in the agreement, or the false representation somehow changed the value of the contract 2. she justifiably relied on the misstatement when forming an agreement 3. the misrepresentation was one of fact and not just someone's opinion or mere puffing.

expecation of privacy

Fourth Amendment protections are based on whether an individual's reasonable expectation of privacy has been violated by government authorities. The courts have held that individuals have the highest expectations of privacy in their own homes

ponzi scheme

Fraudulent investment operation that pays returns to investors from their own money or money paid by subsequent investors rather than from any actual profit earned

Absolute Privilege

Government officials Judicial officers/proceedings State legislators:

Herring v. United States, 555 U.S. 135 (2009)

Herring's claim that police negligence automatically triggers suppression cannot be squared with the principles underlying the exclusionary rule, as they have been explained in our cases. In light of our repeated holdings that the deterrent effect of suppression must be substantial and outweigh any harm to the justice system, we conclude that when police mistakes are the result of negligence such as that described here, rather than systemic error or reckless disregard of constitutional requirement, any marginal deterrence does not 'pay its way.'

Merchant Transactions

If both parties are merchants, the additional terms can automatically become part of the enforceable contract unless objected to by offeror.

Nonmerchant Transactions

If one of the parties in a sales contract is not a merchant, the contract is formed as originally offered, the additional terms are not part of the contract.

duress

If one party to a contract uses any form of unfair coercion to induce another party to enter into or modify a contract force of coercion by physical compulsion or improper threats

preliminary adjudication

If the prosecutor elects to proceed with the charges, the defendant is entitled to a ____________ ____________. Jurisdictions use either: grand jury system, or preliminary hearing with magistrate.

Public Figure Standard

If the victim is a public figure, such as a candidate for political office or a celebrity, the defamation must have been committed with malice or reckless disregard for the truth

Mail Fraud Act

In 1990, Congress passed the ____ _____ ___ to give federal prosecutors significant leverage in prosecuting white-collar criminals. The statute criminalizes any fraud where the defrauding party uses the mail or any wire, radio, or television

preponderance of the evidence

In a civil case, plaintiffs need only to prove that the defendant had committed a civil wrong by a ___________ __ ________

installment contract

In a(n) ________ ____________, each lot must be accepted and paid for separately. This means that a buyer can accept one installment without giving up the right to reject any additional installments that are nonconforming.

beyond a reasonable doubt

In criminal cases, where the stakes may involve an individual's liberty, the standard of proof is much higher; the government must prove their case ______ _ __________ _____

remedies available to the buyer

In the case of rejection due to nonconformity, the buyer must give the seller seasonable notification of the rejection. By exercising the right of rejection, the buyer has canceled the contract and is thus discharged from performing (paying) under the agreement and may recover any money already paid

Qualified Privilege

Media Fair report privilege Employers:

merchant's privelege

Merchant must follow certain guidelines: 1. Limited detention 2. Limited to premises 3. Seizure of property 4. Coercion

impossibility

Must fit into one of four intervening events 1. Destruction of the subject matter: 2. Death or incapacitation of one of the parties to the contract 3. The means of performance contemplated in the contract cannot be performed 4. Performance of the obligation has become illegal subsequent to the contract but prior to performance

Model Penal Code (MPC)

Nearly two-thirds of states have enacted criminal codes based on the _____ _____ _____ adopted by the American Law Institute (ALI) in 1962.

Tortfeasor

One who commits a tort

Braswell v. United States, 487 U.S. 99 (1988)

The Court held that a corporation can act only through its employees and when an employee acts as a records custodian for that company, then he is not entitled to Fifth Amendment protection because he is no longer acting as a private individual but as part of a corporation. The Fifth Amendment only protects private individuals.

Miranda v. Arizona, 384 U.S. 436 (1966)

The Court reasoned that because police always have inherent power in any custodial interrogation of a suspect that, unless the suspect is informed of his rights beforehand, any confession would be presumed involuntary and coerced and not admissible in court.

self incrimination

The Fifth Amendment provides that no person "shall be compelled in any criminal case to be a witness against himself." An important element of this protection is that it is limited to custodial interrogations, in which the interviewee has been taken into custody or deprived of his freedom in some significant way.

searches and arrests

The Fourth Amendment protects individuals (and sometimes businesses) from unreasonable search and seizure by government agents and permits warrants to be issued only if probable cause exists. A warrant for arrest is generally not required in order to take a suspect into custody.

commercial impracticability

The UCC applies a __________ __________ rule when a delay in delivery or non-delivery has been made impracticable by the occurrence of an unanticipated event that directly affected a basic assumption of the contract -narrow doctrine

cover

The UCC provides the buyer with an option to take immediate steps by canceling the contract and purchasing substitute goods from another vendor (a right known as _______) in order to continue business operations. The UCC requires the covering party to purchase the goods in good faith and without unreasonable delay

Price

The UCC requires the court to determine a reasonable _______ at the time of delivery

bargained for exchange

The _________-__ ________ aspect of consideration primarily distinguishes contracts from illusory promises. Some promises do not support a _________-___ _______ and will not support contractual consideration

Nelson v. Tradewind Aviation, No. AC34625, Appellate Court of Connecticut (2015)

The court held that a qualified privilege in a defamation case may be defeated if it can be established that the holder of the privilege acted with malice in publishing the defamatory material. The court reasoned that it was well settled that a libel is actionable if it charges improper conduct or lack of skill or integrity in one's profession or business and is of such a nature that it is calculated to cause injury to one in his profession or business.

assumption of risk

The injured party/plaintiff knew or should have known (by virtue of the circumstances or warning signs, etc.) that a risk of harm was inherent in the activity, and The injured party/plaintiff voluntarily participated in the activity.

fraudulent misrepresentation

The law allows the innocent party to recover if: 1. The misrepresentation was a material fact known to be false by the tortfeasor (or reckless disregard for the truth); 2. The tortfeasor intended to persuade the innocent party to rely on the statement and the innocent party did, in fact, rely on it; and 3. Damages were suffered by the innocent party.

Racketeer Influenced and Corrupt Organizations Act (RICO)

The modern trend is for authorities to use the RICO statute in an expansive manner, including criminal business conduct that is not traditionally related to organized crime. RICO laws define racketeering in broad terms, including crimes such as wire fraud, mail fraud, and securities fraud.

strict liability

The seller is engaged in the business of selling such a product The product is expected to and does reach the user or consumer without a substantial change in the condition in which it is sold.

comparative negligence

This defense requires a jury to divide up the proportion of negligence committed by the parties in terms of percentage. Successfully asserting comparative negligence reduces (but does not eliminate) the final award to the plaintiff.

exclusionary rule

Trial courts are required to exclude presentation of any evidence that is obtained as a result of a constitutional violation. One important exception in the business environment is that the exclusionary rule applies only when violations of the Constitution occur and not when a government agency violates its own internal procedures. "tree with the poison fruit"

consideration

UCC allows contracts to be modified without any additional _____________. The UCC recognizes market conditions are not static and the parties may have good faith reasons for modifying a contract but want it to remain enforceable.

U.C.C.

Uniform Commercial Code Article 2 governs the sale of goods (all states) sale: the transfer of title from seller to buyer goods: tangible personal property (personal property is all property other than an interest in land)

proximate (legal) cause

Was there a link between the breach of duty and the damages suffered by the injured party?

negligence

When a tortfeasor causes harm to an injured party by creating an unreasonable risk of harm, the law provides the injured party a remedy regardless of the tortfeasor's intent.

fraudulent misrepresentation

When one party has engaged in conduct that meets the standards for misrepresentation but that party has actual knowledge that the representation is not true

tort

a civil wrong where one party has acted, or failed to act, and that action/inaction causes a loss to be suffered by another party -The law provides a remedy for one who has suffered an injury/loss. -governed by state common law principles.

strict liability torts

a concept rooted in the notion that the general public benefits when liability is imposed on those who engaged in certain activities that result in harm to another party, even if the activities were undertaken in the most careful manner possible (without negligence).

promissory estoppel

a doctrine enforcing some non contractual promises representation reasonable reliance detriment injury remedy (a court will enforce the promise to the extent necessary to avoid injustice) in certain circumstances in which detrimental reliance has occurred, the courts will enforce non-contractual doctrines

principle of legality

a protection of individuals from being charged with some unspecified general offense.

criminal statues

a protection of society, and the violation of a criminal law results in a penalty to the violator such as a fine or imprisonment

promissory estoppel

a relying party may recover damages if (1) the promisor makes a promise that is reasonable; (2) the promisee actually relied on the promise and suffered an injury; (3) the promisee's reliance was reasonably foreseeable to the promisor; and (4) principles of equity and justice are served by providing compensation to the reliant party

Negligence

an accidental (without willful intent) event that causes harm to another party.

conspiracy

an agreement by two or more persons to commit a criminal act requires a specific intent to achieve the object of the conspiracy, but does not require that the act actually be carried out.

condition precedent

an event that must occur before performance under a contract is due

condition subsequent

an event that occurs after the performance under the contractand discharges the parties' obligations

Preexisting duty rule

applies in circumstances where one party claims he wishes to modify an existing contract because of unforeseen difficulties in performing his obligations.

principle of punishment

based on the concepts that: (1) criminal law acts as a deterrent, (2) it removes dangerous criminals from the population, and (3) rehabilitation is an important part of the criminal justice system

larsony

basic theft unlawful taking of somebody's personal property with the intent of permanately depriving them of the property

Mutual mistake

both parties hold an erroneous belief may be the basis for canceling a contract also called avoiding the contract

Mutual Assent

broad underlying requirement that must be met to form an enforceable contract

burden of proof

civil case - preponderance of evidence criminal case- beyond a reasonable doubt

The provisions of the UCC were drafted with the goal of promoting the ______________ of a business transaction.

completion

criminal law

consists of a body of law that, for the purposes of preventing harm to society, declares what conduct is criminal and prescribes the punishment to be imposed for such conduct.

Hybrid contracts

contracts that involve terms for both goods and services. the source of law is established by determining the predominant thrust of the contract subject matter.

Merchant's firm offer

created when a merchant offers to sell goods, in a writing that promises the offer will be held open for a certain time period

felonies

crimes that carry one of more year of incarceration

misdemeanor

crimes that carry up to or less than one year of incarceration

The Foreign Corrupt Practices Act (FCPA) of 1977

criminal statute that was enacted principally to prevent corporate bribery of foreign officials in business transactions. -prohibits a company and its officers, employees, and agents from giving, offering, or promising anything of value to any foreign (non-U.S.) official with the intent of obtaining or retaining business or any other competitive advantage

civil laws

designed to compensate parties (including businesses) for damages as a result of another's conduct

Payment

due at the time and place where the seller is to make delivery and may be made in any commercially reasonable form

express contract

everything is specifically spelled out details specifies created when the parties have knowingly and intentionally agreed on the promises and performances

legality

for a contract to be enforcable, both the subject matter and performance of the contract must be legal Depending on the state, some contracts are specifically barred by statute while other contracts are illegal because the terms violate some public policy objective

bribery

generally involves a scheme to pay a government official money in order to obtain favorable treatment for a personal or business transaction. -only requires offer of a bribe, not the actual transaction of bribe

The UCC applies only to sales contracts that are agreements for the sale of

goods

U.N. Convention on Contracts for the International Sale of Goods (UNCISG)

governs sale of goods transactions between businesses in any of its 79 member countries.

warranty

important protection for purchasers because they impose liability even in the absence of negligence.

The UCC

imputes a certain level of knowledge and awareness to merchants and allows their transactions to proceed in an expedited manner without the necessity for safeguards intended for average consumers

product disparagement statutes

intended to protect the interest of a state's major industries, such as agriculture, dairy, or beef.

unilateral contract

involves one promise, followed by one performance, which then triggers a second performance a contract in which both parties make a promise in exchange for a promise

bilateral contract

involves two promises and two performances. a contract in which only one party makes a promise a promise in exchange for an action

title

legal term for the right of ownership in a good

Article 2 also contains special provisions that apply only in transactions between:

merchants

article 2 is intended to

modify some of the stricter common law requirements and facilitate business transactions by providing merchants and consumers with a standard set of rules for the sale of goods

recission

neither party has fully performed, the parties may agree to cancel the contract each party gives up rights under the contract in exchange for the release by the other party from performing their obligations

false imprisonment

occurs when a person is restricted in their personal movement within any area without justification or consent. tort version of kidnapping While the merchant has the right to briefly detain a suspected shoplifter, he must be cautious about giving rise to a false imprisonment claim when detaining an individual.

implied contract

one in which the agreement is reached by the parties' actions in fact: conduct/behavior of parties (ex.) When you go to a CPA it is implied that you will get billed

Intentional tort

one in which the tortfeasor is willful in bringing about a particular event that causes harm to another party. still intentional if you intend to do it to one person but it ends up happening to someone else

merchant

one that is regularly engaged in the sale of a particular good

Unilateral mistake

only one party has an erroneous belief about a basic assumption in the terms of the agreement

slander

orally told defamation

Meeting of the minds

parties have agreed to certain promises and obligations

embezzlement

person is in some position of trust so they are entitles to and have access to the money they steal/take/use

chattel

personal property anything tangible and can be moved

The underlying policy of the UCC is to

promote commercial efficiency by providing standardized procedures that merchants and consumers may rely upon.

parol evidence rule

provides that any writing intended by the parties to bethe final expression of their agreement may not be contradicted by any oral or written agreements made priorto the writing. does not bar admission of the preliminary documents whenthey are being used to determine the meaning that the parties intended concerning a particular term in the contract

material

refers to some deviation from the contract that results in a substantial change in the value of the contract or that changes a fundamental basis of the agreement

act requirement

requires the government to prove that a defendant's actions objectively satisfied the elements of a particular offense. -Based on the fundamental criminal law tenet that evil thoughts alone do not constitute a criminal act -Also called by its Latin name, actus reus

Perfect tender rule

seller must tender the goods in a manner that matches the contract terms in every respect

Speedy Trial Act (6th amendment)

sets out specific time periods in which an accused must be brought to trial. If the time limits are exceeded, the courts must dismiss the charges.

Contracts for services or real estate are governed by

state common law

Contracts for goods or products are governed by state

statutory law based on the Uniform Commercial Code

robbery

taking by force

tender of delivery

the UCC obligates the seller to: 1. have or tender the goods, 2. give the buyer appropriate notice of the tender, and 3. take any actions necessary to allow the buyer to take delivery

risk of loss shipment contract

the ____ __ ____ is on the seller only until the seller has delivered the goods to the carrier. -If the goods are destroyed at any point after that, such as during shipping, the loss is borne by the buyer.

FOB point (risk of loss)

the ____ ______ generally requires the shipper to get the goods to the named location and put the goods in possession of the common carrier. -It is at the named ___ _____ that title and risk of loss pass from seller to buyer. -Once the goods are in the hands of the common carrier, the seller's responsibility ends and the buyer's responsibility begins.

investigation phase

the authorities become aware of an alleged criminal act and begin an investigation by gathering physical evidence and interviewing witnesses and potential suspects. Once the authorities believe that sufficient evidence creates enough probable cause, they will either obtain an arrest warrant or arrest the suspect by taking him into physical custody.

impractibiltiy

the burden must be unforeseeable and extreme in terms of cost.

Buyer's Right of Inspection

the buyer has the chance to inspect the goods and give their acceptance or rejection

After seller tenders delivery and buyer has accepted the goods

the buyer must pay for them in accordance with the contract.

products liability case

the injured party may pursue a legal remedy against the seller under one of three theories: 1. negligence, 2. warranty 3. strict liability.

A contract is voidable when

the law gives one or more parties the right to cancel an otherwise valid contract under the circumstances.

statute of fraud

the law governing which contracts must be in writing in order to be enforceable. The statute's purpose is to prevent fraud by requiring that certain contracts have written evidence of their existence and terms in order to be enforceable

substantial performance

the party trying to enforce the contract must show that she acted in good faith and that any deviation from the required performance was not material

goods picked up by the buyer when seller is not a merchant

the risk of loss to goods held by the seller passes to the buyer on tender of the goods.

goods picked up by the merchant when seller is a merchant

the risk of loss to goods held by the seller passes to the buyer only when the buyer takes physical possession of the goods.

If the seller has delivered goods and the buyer rejects them under the perfect tender rule, the seller has the right to repair or replace the rejected goods so long as

the time period for performance has not expired

courts allow recovery for this tort only under limited circumstances in which (potential contracts)

the tortfeasor's conduct was highly anticompetitive

quasi contract

to be enforceable where one party suffers losses as a result of another party's unjust enrichment. in law: (Quasi Contract) courts want to avoid unjust enrichment

Tortious conduct

tortfeasor's wrongful conduct

requirements contract

when the buyer agrees to purchase all or up to an agreed amount of what the buyer needs for a given period

rejection

where the offeree rejects the offer

counteroffer

where the offeree rejects the original offer and proposes a new offer with different terms

revocation

where the offeror revokes (withdraws) the offer prior to acceptance

mental requirement

which translates literally into "guilty mind," refers to the general requirement that the defendant have a requisite degree of culpability with regard to each element of a given crime. Also called by its Latin name, mens rea

liability

written in word