Lecture notes
LAW 1101 final notes review
- Module
- LAW 1101 (LAW1101)
- Institution
- Baruch College
All notes summed up from LAw 1101. Can also be used as final cheat sheet. Extremely detailed also including statutes
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GOL. Sec.5-1109- Written irrevocable offer.If an offer is made in writing, signed by the offeror or their agent, and specifies that it is irrevocable for a certain period or until a set time, it cannot be revoked during
that period or until that time, even if there is no additional consideration provided for the assurance of its irrevocability. However, if the written offer states it is
irrevocable without specifying a duration, it will be understood to be irrevocable for a reasonable time
Enforceability of Written Promises: A written promise that expresses an intention to make a gift or a voluntary transfer of property in the future is enforceable if it is
in writing and signed by the promisor or by another person lawfully authorized by the promisor to execute such a writing on their behalf. No Consideration
Required: Such a promise does not require consideration to be binding. This means the promise can be enforceable even if the recipient does not provide anything of
value in exchange for the promise.
UCC Sec. 2-205,- Firm Offers. -Offer by a Merchant: When a merchant makes an offer to buy or sell goods, and this offer is documented in writing and signed by the
merchant, it may include terms that assure the offeree (the party receiving the offer) that the offer will be held open for a certain period. Revocability of the Offer: If
the written offer explicitly states that it will be held open for a specified period or for a reasonable time (if no specific time is mentioned), then the offer cannot be
revoked by the merchant during that period. This means the offeree can rely on the offer being available for acceptance within that timeframe.Limitation on Duration:
However, there's a limit on how long the offer can remain irrevocable. Even if no specific time is mentioned, the offer remains open for a reasonable period, but in no
event can this period exceed three months. This limitation ensures that offers don't remain open indefinitely, allowing both parties to proceed with their business
transactions efficiently.Separate Confirmation: Importantly, if the assurance of holding the offer open is included on a form provided by the offeree (the party
receiving the offer), it must be separately signed by the merchant making the offer. This separate signature ensures clarity and mutual agreement on the terms of the
offer's irrevocability
UCC 2-207- Additional Terms in Acceptance or Confirmation. -(1) A definite and seasonable expression of acceptance or a written confirmation which is sent within
a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly
made conditional on assent to the additional or different terms. (2) The additional terms are to be construed as proposals for addition to the contract. Between
merchants such terms become part of the contract unless:(a) the offer expressly limits acceptance to the terms of the offer;(b) they materially alter it; or (c) notification
of objection to them has already been given or is given within a reasonable time after notice of them is received.
an acceptance is still an acceptance even though it states different or additional terms from the offer
This provision states that a clear and timely acceptance of an offer constitutes agreement, even if it contains additional terms, unless acceptance is conditioned on
agreeing to those terms; additional terms proposed in acceptance become part of the contract between merchants unless certain conditions are met; and conduct
indicating agreement can establish a contract even if the written terms do not fully outline it.
UCC 2-206- Offer and Acceptance in Formation of Contract.- (1) Unless otherwise unambiguously indicated by the language or circumstances (b) an order or other
offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of
conforming or non-conforming goods, but such a shipment of non-conforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that
the shipment is offered only as an accommodation to the buyer. This rule says that when someone offers to buy something, they're basically asking for it to be
accepted in any reasonable way. If someone orders something to be shipped right away, it's like they're saying, "Send it now, and that's agreeing to the deal." However,
if the seller sends something that's not exactly what was ordered, it doesn't count as agreeing to the deal unless the seller quickly tells the buyer that it's just a favor, not
an acceptance of the offer. Accepting by Shipment: A buyer orders 100 widgets for immediate delivery. The seller can accept the offer either by promptly shipping
the widgets or by promising to ship them immediately.Shipment of Non-conforming Goods: If the seller ships 100 gadgets instead of widgets but informs the buyer
that the shipment is an accommodation, the shipment does not constitute acceptance of the original offer but a counter-offer.Starting Performance: A service
provider starts performing the requested service upon receiving the offer. If the offeror does not receive notice of this acceptance within a reasonable time, they may
consider the offer as lapsed.
GOL 5-1105- Written promise expressing past consideration -If someone writes down a promise and signs it, or if their representative does, that promise can't be
ignored as not being a real promise just because what was promised happened before the promise was made. As long as the writing mentions what was given or done
as a reason for the promise, and it's proven that it actually happened, and if it would normally be a good reason for the promise except for the fact that it happened
before the promise was made, then the promise still counts as legally binding.
GOL 5-1103- Written agreement for modification or discharge
this statement means that if someone agrees to change or cancel a contract, lease, mortgage, or any other agreement about property, it's still valid even if they don't get
anything in return. But for this agreement to count, it has to be written down and signed by the person it affects or their representative.
UCC 1-207- Statute of Frauds for Kinds of Personal Property Not Otherwise Covered. (a) Reservation of Rights: A party who, with explicit reservation of rights,
performs or promises performance or assents to performance in a manner demanded or offered by the other party does not prejudice the rights reserved. Terms such as
"without prejudice," "under protest," or similar words are sufficient. For a contract selling personal property over $5,000 to be enforced, it must be: Written and signed
by the person being sued.Clearly showing that a sale agreement was made. Stating a price and what's being sold. b) This rule doesn't apply to contracts for selling
goods, securities, or security agreements. c) It also doesn't apply to certain financial contracts if there's enough evidence of an agreement or if the parties agree in
writing to the contract's terms, even if it was agreed upon verbally or electronically.
CPLR 3002 Actions and relief not barred for inconsistency
(d) Action on contract and to reform. A judgment denying recovery in an action upon an agreement in writing shall not be deemed to bar an action to reform such
agreement and to enforce it as reformed. (e) Claim for damages and rescission. A claim for damages sustained as a result of fraud or misrepresentation in the
inducement of a contract or other transaction, shall not be deemed inconsistent with a claim for rescission or based upon rescission. In an action for rescission or based
upon rescission the aggrieved party shall be allowed to obtain complete relief in one action, including rescission, restitution of the benefits, if any, conferred by him as
a result of the transaction, and damages to which he is entitled because of such fraud or misrepresentation; but such complete relief shall not include duplication of
items of recovery
A claim for damages sustained as a result of fraud or misrepresentation in the inducement of a contract or other transaction, shall not be deemed inconsistent with a
claim for rescission or based upon rescission.
d) If a court says you can't enforce a contract that's written down, you can still try to fix the contract and then enforce the corrected version.
e) If you were tricked into a contract and suffered because of it, you can ask to cancel the contract and get back what you gave. You can also ask for damages for the
harm caused by the trickery. But you can't get paid twice for the same problem.
GOL. 5-701- agreement to be in writing. Agreements not to be performed within one year: Any agreement that cannot be completed within one year from its
making must be in writing. Promises to answer for the debt of another: Guarantees or surety agreements where one party promises to pay the debt of another party
must be in writing. Agreements in consideration of marriage: Contracts made upon consideration of marriage, excluding mutual promises to marry, must be in
writing. Contracts for the sale of real property: Any agreement for the sale or transfer of real estate must be in writing. Agreements authorizing or employing a
broker or agent: Certain agreements involving real estate brokers or agents must be in writing.
UCC 2-201- requires that in order to be enforceable, a contract for the sale of goods $500 or more must be in writing, signed by the party (or its agent) against whom
enforcement is sought.
GOL 5-703- Contracts Concerning Real Estate: Any agreement to buy, sell, or transfer real estate, or any interest in real estate, must be in writing and signed by the
party to be charged (the party against whom enforcement is sought) or their lawful agent. This includes contracts for the sale of land, leases longer than one year, and
agreements to pay a commission for the sale of real estate. Leases: Leases for more than one year must also be in writing and signed by the landlord, the tenant, or
their agents to be enforceable. Exceptions: There are specific exceptions where an oral agreement might be enforceable. These typically involve situations where one
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