143554
Description
Mind Map by Alex Cooper, updated more than 1 year ago
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Created by Alex Cooper
almost 11 years ago
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Defenses Against Formation
- LACK OF CAPACITY
- Minors under 18
- Intoxicated
- Mentally incompetent
- General rule: Defendant can disaffirm contract
- Implied affirmation - retaining benefit
after (re-)gaining capacity
- Exception: Incapacitated party liable for
reasonable value of necessaries
- Implied affirmation - retaining benefit
after (re-)gaining capacity
- Minors under 18
- ECONOMIC DURESS
- Requires:
- i) Threat to break the existing contract
- ii) Only reason Buyer agreed to second deal was to get 1st deal done
- iii) No reasonable alternative
- i) Threat to break the existing contract
- Requires:
- MISREP / NON-DISCLOSURE OF MATERIAL FACT
- Rule: Even honest misrep / non disclosure a fatal flaw in
agreement process if it goes to a material fact
- Rule: Even honest misrep / non disclosure a fatal flaw in
agreement process if it goes to a material fact
- AMBIGUITY / MISUNDERSTANDING
- Result: No contract
- Exception: if one party knows or has reason to know of ambiguity /
misunderstanding - contact on innocent party's terms pervails
- Exception: if one party knows or has reason to know of ambiguity /
misunderstanding - contact on innocent party's terms pervails
- Result: No contract
- MISTAKE ABOUT MATERIAL FACT
- Unilateral mistake
- Contract enforceable
- Contract enforceable
- Mutual miskate
- Contract excused
- Exception: Mistake as to value generally not
considered material = contract enforceable
- Exception: Mistake as to value generally not
considered material = contract enforceable
- Contract excused
- Unilateral mistake
- NO CONSIDERATION
- Past consideration
- MBE: No consideration
- NY: Consideration if:
- i) expressly stated in a signed writing
- ii) can be proven
- i) expressly stated in a signed writing
- MBE: No consideration
- Adequacy of consideration is irrlevant
- Illusory promise is unenforceable
- e.g. "buy as many as I want"
- e.g. "buy as many as I want"
- Contract modification
- Common Law
- Preexisting Duty Rule: new consideration is required
- NY: no new consideration necessary if
modification is in a signed writing
- If promise made by 3rd party = enforceable
- NY: no new consideration necessary if
modification is in a signed writing
- Preexisting Duty Rule: new consideration is required
- Art. 2 of UCC
- Need Good Faith only
- Need Good Faith only
- Common Law
- Partial payment of debt
- Debt due and undisputed
- MBE: promises to reduce debt unenforceable - consideration needed
- NY: consideration not needed if promise to forgive debt in signed writing
- MBE: promises to reduce debt unenforceable - consideration needed
- Time barred debt
- Written promise to pay is enforceable
- Written promise to pay is enforceable
- Debt due and undisputed
- Past consideration
- PROMISSORY ESTOPPEL
- Consideration substitute
- Consideration substitute
- PUBLIC POLICY
- Covenant not to compete
- Courts will narrow if acts as restraint of trade
- Scope of covenant
- Need for covenant
- Scope of covenant
- Courts will narrow if acts as restraint of trade
- Exculpatory clause
- Cannot eliminate liability for gross negligence
- Cannot eliminate liability for gross negligence
- Covenant not to compete
- UNCONSCIONABILITY
- Substantive
- Procedrural
- Substantive
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