Business Law Final

Delegatee

a party to whom a duty has been transferred

Incidental beneficiary

a third party who incidentally benefits from a contract whose benefit was not the reason the contract was formed.

Uri and Victor enter into a contract by which Uri promises to deliver business cards, advertising banners, and other marketing materials to Victor. Uri later transfers his duty under the contract to Wren. Uri is

an assignor I think

Lyle and Miranda agree that Lyle will fix the refrigeration unit in Miranda's Buns n' Burgers in exchange for her payment of a debt that Lyle owes to New Credit Corporation. New Credit is

an intended beneficiary? Look in book

Rachel and Stuart enter into a contract for the sale of Rachel's textbook at the end of the fall semester for which Stuart agrees to pay $75. Rachel wants to transfer her right to payment for the book. This transfer is an

assignment

What are rights that cannot be assigned?

assignment is prohibited by statute, the contract is personal, the assignment significantly changes the risk or duties of obligor, or the contract prohibits assignment.

What are the contracts that require a writing?

contracts involving interests of land, contracts that by their terms cannot be performed within a year of the day after the contract is performed, collateral or secondary contracts, promises made in marriage, and contracts for the sale of goods priced at $500 or more.

Third Party beneficiary (intended)

one for whose benefit a promise is made in a contract but who is not made part of the contract

When there's a written contract for a sale of goods, the written contract must include

quantity term, such as "50 hammers," or "100 boxes of assorted nails."

Delegator

the party delegating the duties

Assignor

the party making the assignment

Assignee

the party to whom the assignment is made

Maya and Nick enter into a contract. To be enforceable, the contract must include

the signature of the party against whom enforcement is sought.

Delegation

the transfer of contractual duties to a third party

assignment

the transfer of contractual rights to a third party

A signature can consist of a typed name or initials. T--F

true

partial perfromance

when a contract has been partially performed and the parties cannot return to the positions they held previously without the contract being completed.

primary obligation

when a party to a contract assumes an obligation to another party; typically does not need to be written

Promissory Estoppel exception

when someone relies on the contract. There must be no way to avoid injustice except to enforce the promise.

Integrated Contracts

written contracts intended to be the complete and final representation of the parties' agreement

Ray agrees to buy one hundred pounds of almonds from Sol. To be enforceable, the agreement must be in writing if the almonds cost at least

$500

Exceptions to the Parol Evidence Rule

-Contracts subsequently modified. -Voidable or void contracts. -Contracts containing ambiguous terms. -Incomplete contracts -Prior dealing, course of performance, usage of trade. -Contracts subject to orally agreed-on conditions precedent. -Contracts with an obvious or gross clerical error

What duties cannot be delegated?

1. when special trust has been placed in the obligor (the person contractually obligated to perform) 2. When performance depends on the personal skills/ talents of the obligator 3. When performance by a third party will vary materially from that expected by the obligee (the person to whom an obligation is owed) under the contract. 4. When the contract expressly prohibits delegation by including an antidelegation clause.

Creditor Beneficiary

A creditor beneficiary benefits from a contract in which one party (the promisor) promises another party (the promisee) to fulfill a duty that the promisee owes to a third party (the creditor beneficiary).

secondary obligation

A promise to pay another's debt only if that party fails to pay; needs to be written

collateral promise

A secondary promise that is ancillary (subsidiary) to a principal transaction or primary contractual relationship, such as a promise made by one person to pay the debts of another if the latter fails to perform. A collateral promise normally must be in writing to be enforceable.

Statute of Frauds

A state statute under which certain types of contracts must be in writing to be enforceable.

Parol Evidence Rule

A substantive rule of contracts under which a court will not receive into evidence the parties' prior negotiations, prior agreements, or contemporaneous oral agreements if that evidence contradicts or varies the terms of the parties' written contract.

Specific Performance

An equitable remedy in which the court orders the contract to be performed as agreed to by the parties.

Admissions Exception

An oral contract can be enforced without a writing if the party against whom enforcement is sought admits in pleading, testimony, or otherwise in court that a contract was made. Only enforceable up to the quantity admitted.

Pick a famous chef can't give his duties to a sou chef why

Because they have different skill levels, so it would be prohibited

Under the statute of frauds, all contracts must be in writing to be enforceable except those involving significant transactions. T--F

False

Obligee

One to whom an obligation is owed.

Obligor

One who owes an obligation to another.

Who is the promisor in a bilateral contract that has a third party beneficiary?

The party who made the promise that benefits the third party.

What is the main requirement that will satisfy the UCC contract for the sale of goods?

The quantity

Assignment of all rights

Thus, the assignor remains liable if the assignee fails to perform the contractual obligations.

A contract must be in writing to be enforceable if the performance is impossible within one year. T--F

True

A memorandum or note evidencing an oral contract need only contain the essential terms of the contract, not every term. T--F

True

A party's name typed at the bottom of an email can qualify as a signature. T--F

True

A prenuptial agreement must be in writing to be enforceable. T—F

True

A right cannot be assigned if the assignment will significantly alter the risks or duties of the obligor. T--F

True

A transfer of contract duties to a third party is an assignment. T—F

True

All states require some contracts to be in writing or evidenced by a written memorandum or electronic record. T--F

True

An incidental third party beneficiary cannot sue to enforce the contract because the benefit was unintentional. T—F **

True

An oral promise to answer for the debt of another is covered by the Statute of Frauds unless the guarantor's main purpose in incurring a secondary obligation is to secure a personal benefit. This doesn't need to be in writing; T--F

True

Contract duties are not assigned—they are delegated. T-F

True

If a contract requires that performance be rendered directly to a third party, the third party is an intended beneficiary. T--F

True

In some states, and otherwise unenforceable contract may be enforced under the promissory estoppel. T--F

True

Prenuptial agreements must be in writing to be enforceable. T--F

True

The agreement must be signed by the party against whom enforcement is sought. T--F

True

The one-year period begins to run the day after the contract is made.T--f

True

The primary purpose of the statute is to prevent harm to innocent parties by requiring written evidence of agreements concerning important transactions. T--F

True

The statute of frauds operates as a defense to the enforcement of an oral contract for the sale of land. T--F

True

The writing does not normally require the buyer or seller, the terms of payments, or the price in a contract of sale of goods. T--F

True

Under the statute of frauds, land includes physical objects permanently attached to it, such as buildings, fences, trees, and soil. T--F

True

If performance is possible within one year under the contract's terms, the contract does not fall under the Statute of Frauds and need not be in writing. T--F

True. It needs to be completely impossible!!! Objectively impossible.

Donee beneficiary

When a contract is made for the express purpose of giving a gift to a third party, the third party (the donee beneficiary) can sue the promisor directly to enforce the promise.* -life insurance contract

Does every state have a statute that stipulates what types of contracts must be in writing?

Yes. It is called the statute of frauds.