FL K
Terms
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- *FL Specifics on Limitations on Assignment:
- Even if contract does not limit right to assign, *FL bars an assignment that substantially changes the rights and duties of the obligor.
- Formation:
- Contract formation requires a valid offer, acceptance, consideration, and no applicable defenses
- Offer:
- Generally, an offer must be an expression of a promise or commitment, definite and certain in its term, and communicated to offeree
- Consideration:
- In *FL, consideration is either a bargained for exchange, benefit to one party, or a detriment to the other.
- Defenses:
- Applicable Defenses in *FL include illusory Contract, illegal Contract, incapacity, Statute of Frauds, Statute of Limitations, mistake, and excused performance.
- Statute of Frauds:
- Under *FL law, contracts involving goods priced at $500 or more, promises to pay the debts of another, promises made in consideration of marriage, and promises that cannot be fulfilled within one year must be written to be valid
- Defenses to the Statute of Frauds
- Part performance, specially manufactured goods, acceptance or completed performance, and judicial pleading
- FL, mailbox rule
- does not apply to option contracts
- Written promise to pay a debt barred
- *FL requires a promise to pay a debt barred by SOL be in writing & signed by party sought to be charged
- Promises under seal
- In *FL, the seal imports consideration, though it is not conclusive. A contract that has been sealed is more difficult to modify orally than other types of contracts.
- Incapacity of defendant: (a) Generally, minors lack capacity to contract
- FL distinctions: Some minors can contract. (i) Pregnant minor, regardless of marital status, can contract for medical services for herself or child. (ii) If married, minors can contract for a mortgage. (iii) Minors 14 or older can contract for life insurance. (iv) Minors 16 or older can contract for student loans for higher education except if the contract involves a promissory note that carries interest rate higher than the federal rate, then the contract is unenforceable. (v) Marriage removes incapacity even if spouse later dies or minor gets divorced.
- *FL SOF distinction:
- More subject matters must be in writing. (a) Health care guarantees. (b) Debt barred by Statute of Limitations. (c) Newspaper subscriptions. (d) Home solicitation sales. (e) Credit agreements. (f) Home improvement contracts
- *FL Statute of Limitations (SOL):
- (1) Written contract: 5 years. (2) Oral contract: 4 years
- Illegality MBE:
- If consideration or subject matter is illegal, then k is void.
- *FL Illegality Distinctions:
- (1) Illegality must be alleged & proved by party who asserts it. (2) Limitations on illegality defense: Covenants not to compete in connection with sale of business, dissolution of partnership, or use of trademark are statutorily approved in *FL.
- *FL Material Breach Excuses Distinction
- Material Breach excuses non-breaching party from performing. 6 factors: (a) Amount of benefit received: If non-breaching party will receive full benefit of the contract, then it is a minor breach. (b) Adequacy of damages: If damages can be adequately compensated, then it is a minor breach. (c) Extent of part performance: If part performance is substantial, then the breach is material. (d) Hardship to breaching party: If the hardship caused by cancelling contract will be great to breaching party, then the breach is minor. (e) Negligent or willful behavior: Great negligence is material breach. (f) Likelihood of full performance: If performance is likely to be performed fully later, then breach is a minor breach
- *FL Remedies CL - K non-performance: MNEMONICS: ACIL
- a) Actual damage: Damages that will make victim whole again. b) Consequential damage: Damages as a result of the breach. c) Incidental damage: Side effect of the breach. d) Liquidated damage: When applicable, it is a valid remedy.
- *FL MITIGATION distinction:
- Plaintiff has duty to mitigate, a)Non-mitigation: Reduction in damage award. b)Specific performance: Only if legal remedy is inadequate
- 5 remedies against breaching seller
- Always Mention Below: 1.Right to cancel or not cancel the Contract 2.Right to cover: Purchase substitute goods with no unreasonable delay and good faith. 3.Right to recover money damages: Difference between Contract price and market price on the date buyer learned of seller’s breach. 4.Specific performance: Goods are unique or personal service. 5. Replevin: Goods must be identified by the Contract and buyer must be unable to cover after making a reasonable attempt to do so.
- Contracts: Statute of Frauds Exceptions (DO NOT REQUIRE WRITING)
- C- Custom Made Goods L-Leases (one year or less) O- One year (Full Performance) G- Goods Accepted or Paid for S- Suretyship J- Judicial Admission M- Merchants Own Memo (confirm) P- Part Performance
- Contracts: Defenses to Formation / Enforcement
- I- Illegality of Contract M- Mutual Mistake S- Statute of Frauds M- Mistake in Transmission A- Ambiguity L- Lack of Consideration L- Lack of Capacity D- Duress/Coercion U- Unconscionability U- Unilateral Mistake M- Misrepresentation
- MNEMONIC - Prima Facie Undue Influence - SOUP
- Susceptibility (physical or mental) Opportunity Unnatural result Participation (active)