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CONTRACTS A K is a legally enforceable agreement. It may be express (words) or implied (based at least in part by conduct). Quasi K is an equitable remedy. Not governed by K, instead by the maxims of equity. Elements P conferred benefit on D, P reasonably expected to be paid & D will be unjustly enriched if the P is not paid. Measure of recovery K price is the ceiling. Bilateral K offer that is open as to the method of acceptance. Unilateral K an offer that expressly requires performance as the only means of acceptance. Applicable law (1) common law (2) Article 2 of UCC Ks for the sale of goods N/A to service Ks. If mixed deal cl applies except if K itself specifically & expressly divides payment. Article 2A app[lies to leases of goods. Formation a K is an agreement (offer PLUS acceptance) that is legally enforceable. Offer is a manifestation of an intention to K. Test whether a reas person in the position of the offeree would believe that his or her assent creates a K. Terms an offer is not required to contain all material terms. Price term (1) sale of real estate CL price & description is required (2) sale of goods UCC no price requirement. Note: vague or ambiguous material terms is not an offer under wither. "Fair price" this is vague. Requirement Ks/Output Ks a K for the sale of goods can state quantity in terms of the Bs requirements or Ss output. Need commitment of exclusivity & no unreas disproportionate limitation on increases. Is it in line with prior deals. Advertisements is not an offer, Exception can be an offer if it is specific as to quantity & indicates who can accept. 4 Methods to Terminate an offer TIME, RECOVCATION, REJECTION, DEATH. (1) lapse of time open for a reas time (if merchants 3 mos) (2) Revocation of offer words offeror must communicate revocation to the offeree & the offeree must be aware of it. (a) unambiguous statement by offeror; or (b) unambiguous conduct by offeror (merely offering it to someone else is not enough) (c) reward situation if it is public offer revoke by same or comparable publication. Effectiveness of revocation (I) if mailed, effective when received (ii) an offer cannot be revoked if it has been accepted. Offers that cannot be revoked (1) if there is a promise to keep offer open & that promise is supported by consideration (2) cannot be revoked for up to 3 mos if K for the sale of goods, signed, written promise to keep open & the party is a merchant (NY in Ks other than sale of goods an offer that states in a writing that it will be open is irrevocable for the time stated or a reas time). (3) Promissory estoppel offer may not be revoked if there has been detrimental reliance (4) start of performance under a unilateral K makes that offer irrevocable for a reas time to complete performance (N/A in NY) New York (a) unilateral K part performance does not make the offer irrevocable (b) performance, not mere preparation. (3) Rejection of Offer 1 of 3 (1) Counter offer kills it terminates offer and becomes a new offer. Note: Mere bargaining is not a counter offer. (b) conditional acceptance terminates offer and becomes new offer (c) additional terms to K mirror image rule additional words kill (d) UCC additional terms ok seasonable expression of acceptance 2 things (1) is there a K? Yes, per UCC a response to an offer that adds new terms is generally treated as an acceptance (2) is the term p/o the K depends (a) if both parties are merchants, general rule that the additional term is p/o the k. Except (I) if it materially alters the offer or (ii) if the offeror objects. (b) if one or both parties is a non-merchant the general rule is that the additional term is not p/o the K. Except it becomes p/o the K if the offeror agrees to it. The additional terms is merely a proposal that is to be separately accepted or rejected. (4) Death of a party prior to acceptance General rule death or incapacity of either party terminates the offer. Except (a) option (b) part performance of the offeree to enter into unilateral K Acceptance of Offer generally an offer can be accepted only by a person who knows about the offer and who is the person to whom it was made. Offers cannot be assigned. Options can be assigned. Methods of acceptance (1) Offeree starts to perform start of performance is acceptance of an offer to enter into a bilateral K but is not acceptance of an offer to enter into a unilateral K. (a) a bilateral offer is open as to method of acceptance so start perform is acceptance (b) unilateral offers require performance for acceptance so that the start of performance is not acceptance, complete performance is required. (2) Promise to perform unless the offer expressly required performance, a mere promise to perform is good enough. (3) if offeree sends its acceptance through the mail if invited to accept by mail, acceptance is effective when sent/posted. If the offer arises by mail, acceptance effective when sent 4 Exceptions (a) General rule acceptance when sent passing in the mail a revocation is good upon receipt, you must do it before acceptance. Mailbox date acceptance was earlier, this no possible revocation. Exceptions (I) whatever offer says controls (ii) rejection then acceptance no mailbox rule, whichever arrives first (iii) acceptance, then rejection 2 rules (1) mailbox rule and (2) K unless rejection arrives 1st & is relied on by the other. So mailbox rule governs unless rejection arrives 1st & there's reliance. (iv) option deadlines mailbox rule N/A Acceptance must be received by option deadline. (4) If seller sends non-conforming goods General rule acceptance & breach. Accommodation exception counteroffer and no breach. Buyer may accept & pay list price w/no remedy. (5) If the offeree is silent general rule is silence is not acceptance. Exception if the offeree agrees that silence is acceptance. Consideration or consideration substitute consideration is bargain for legal detriment (in NY either legal detriment or benefit) Look at each promise we need consideration for both. Forms Performance, Forbearance, Promise to Perform., Promise to forebear. Issues is action a K or a gift. A gift does not ask for anything in return. In a K you get something in return. Legal detriment either doing something that you did not have to do you not doing something that you had a right to do. Adequacy of consideration is not relevant. Past consideration general rule, is not consideration. Exception expressly requested & expectation of payment. NY Exception past consideration can be consideration. Preexisting contractual or statutory duty rule (a) Cl performance of pre-existing duty is not consideration. Except (I) if there is a change in the original deal then there is consideration (ii) unforeseen difficulty so severe as to excuse performance (iii) 3P where a promise comes from 3P there is new consideration & it is legally enforceable. NY exception a written modification does not require consideration (b) article 2 UCC no pre existing duty rule. Good faith is the test for changes in an existing sale of goods K. The agreement to pay additional $ is legally enforceable if the other party was acting in good faith. Part payment as consideration for promise to forgive balance of debt if debt is due & undisputed, part payment is NOT consideration for release. An agreement to release would be unenforceable. If debt is not yet due or it is disputed it is a benefit to be paid early. The early payment would be consideration. Illusory promise i.e. a promise in which the promisor has not committed herself in any manner is not consideration. No detriment. Exception illusion of illusuriness check to see if there is an obligation. Written promise to pay debt barred by technical defense i.e. SOL as consideration substitute a written promise to satisfy an obligation for which there is a legal defense is enforceable w/o consideration. 3 things: this is not consideration, a writing is required for the new promise & this is a new obligation it does not revive the old obligation. Written release of claim for breach of sale of goods K UCC a written release of all or a part of a claim for breach of K for sale of goods is enforceable w/o consideration. Seal is NOT a consideration substitute. Promissory estoppel (detrimental reliance) elements promise, a reliance that is reas, detrimental & foreseeable & enforcement its necessary to avoid injustice. Defenses capacity to K lack capacity to K infant (under 18) mental incompetents (lacks ability to understand agreement) intoxicated person, if other party has reason to

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know. Consequences of incapacity right to disaffirm infants can do this. Implied affirmation agreement made b$ the person had capacity & the person continues to retain the benefit of that agreement even after gaining or re-gaining capacity. Liability for necessities a person who does not have capacity is legally obligated to pay for things that are necessary such as food, shelter, clothes but that liability is based on quasi K law & NOT K law. Statute of Frauds purpose is evidentiary to provide proof that the alleged agreement was made. 3 SOF issues (1) is the K w/I the SOF (2) if so, is the SOF satisfied (this is done through performance or a writing) (3) is there a SOF defense) the SOF is a defense to enforcement of the agreement that is w/i the SOF if the SOF is not satisfied. Contracts w/I SOF (1) promises in consideration of marriage (2) Promise by executor or administrator to pay the obligations of the estate from his own funds (3) other promises to answer for the debts of another this is a promise to pay if someone else does not pay. Main Purpose Exception if the main purpose is some benefit to the guarantor, the SOF does not apply. NY Main Purpose requires an independent duty of payment, NY guarantee to pay the debt of another triggers the SOF unless the guarantor had some inde duty of payment. (4) service K not capable of being performed w/I one year from time of K New York lifetime deals in NY are not considered capable of performance w/I a year so SOF applies. (5) transfers of interest in real estate of a term of more than a year must be in writing (6) sale of goods for $500 or more (7) NY 2A lease of personal property if lease payments total at least 1,000 (8) NY K to assign insurance policy or name beneficiary (9) NY K to pay finder's or brokers fee to person OTHER THAN a licensed broker or lawyer or an auctioneer. To satisfy SOF (1) performance rules vary depending on the type of K (a) service Ks full performance by either party. (b) sale of goods (I) ordinary goods part performance satisfies but only you the extent of part performance (ii) specially manu goods exception SOF satisfied as soon as the seller makes a substantial beginning of making or obtaining goods. (c) real estate transfer K (I) performance by seller satisfies SOF (ii) full payment by B does not satisfy (iii) Part performance by B can satisfy if you have 2 of 3: (a) part performance B) possession and/or (c) improvements. Writings as alternatives to performance (a) CL look at the content of the writing(s) all materials terms test & who signed the writing signed by the person to be charged. You need the names of the parties & what they have agreed to. If it meets that test it satisfies SOF. (b) sale of goods look to the terms & who signed it. The writing must contain the quantity term, must be signed by the person to be charged or both parties must be merchants & the person who receives a signed writing w/a quantity term, that claims there is a K fails to respond w/I 10 days of receipt. Answer Damn Letter Rule no response w/I 10 days SOF is satisfied. If it is signed by the P it is still enforceable. (c) 2A leases of personal property writing must indicate that it is a lease, describe what is being leased & state the duration of the lease. Judicial admission of sale of goods agreement a person is admitting, acknowledging or agreeing to an agreement. It appears in the pleading, discovery or testimony Related issues authorization to enter into a K for the transfer of interest in real estate agency issues. The authorization must be in writing if the K to be signed is w/I the SOF authorization must be of equal dignity Contract modification when does a modification have to be in writing. If the K, w/the modification is w/I the SOF, the modification must be in writing. This applies for both the UCC & Cl. As to contract provisions, this is the only place in K law that ignores what the K says. Under CL, K provisions requiring that all modifications be in writing are ignored, under the UCC such provisions control unless waived Illegality, duress, fraud illegal subject matter/purpose difference: if the subject matter is illegal, the agreement is void. If the subject matter is legal but the purpose is illegal, the agreement is enforceable only by the person who did not know of the illegal purpose. Good guy gets K price. Fraud in the execution (in factum) if fraud results in a person not knowing that he's is signing a K the agreement is void. Fraud in inducement if fraud results in a person being deceived about material terms of the K the agreement is voidable. Personal Duress/Economic Duress personal or physical duress but not economic duress is a basis for avoiding an agreement Unconscionability generally empowers a court to refuse to enforce all or a part of an agreement. Unfair surprise & oppressive terms are tested as of the time the agreement was made. Under 2A, a court may grant relief from a consumer lease even though o provision of the lease is unconscionable if there is unconscionable conduct in inducing or enforcing the lease. Ambiguity parties use a term that is open to at least 2 reasonable interpretations. Each party attaches different meaning to the term & neither party knows of has reason to know meaning attached by the other. If one person knows there's a K under the terms as understood by the person who did not know of the ambiguity. Mistake of fact mutual mistake of fact no K if both parties are mistaken about a basic assumption of fact that materially affects the agreed exchange. Key is whether the agreed upon subject matter exists. If mistake is merely what it is worth the K is enforceable. Unilateral mistake of material fact generally courts are reluctant to allow a party to avoid a K for a mistake made only by one party. Exceptions palpable (obvious) mistakes. Mistakes discovered b4 significant reliance by the other party. Terms of K Parol Evidence Rule affects terms of K, not formation. Rule when parties have agreed to a written K as the final expression of their agreement, evidence of a prior or contemporaneous agreement (written or oral) cannot be used to vary the terms of that written K. Trigger written K intended as final agreement (integrated) & earlier or contemporaneous agreement that adds to or changes that written K. 2 arguments of adding to K (1) if judge finds writing was intended as final agreement was not intended as the complete agreement look for merger clause. (2) even if complete, a judge may consider the parol evidence of additional terms from an earlier agreement if the terms relate to a matter that would naturally & normally not be included in the writing. General the PER bars evidence of an earlier agreement that is inconsistent w the written agreement Except for the use of the earlier agreement to show that there was an error in reducing the agreement to writing. Evi of earlier oral state & writings can be considered in interpreting the words of the later written agreement. Evi of earlier oral statement & writings can be considered to est a K formation defect e.g. mutual mistake of fact Other sources of terms UCC if it is sale of goods, course of performance, past dealings custom and usage. UCC terms delivery obligations of seller (1) no place of delivery stated, place of delivery is seller's place of business unless both parties know that the goods are somewhere else in which case that is the place of delivery (2) place agreed 2 things re: seller's obligation: (a) shipment Ks seller completes its delivery obligation when seller gets goods to common carrier, makes reas arrangements fore delivery & notifies B (b) destination K seller does not complete delivery obligations until goods arrive where the B is. Risk of Loss arise after the K has been performed but before B receives the goods, the goods are damaged or destroyed & neither the B or the S is to blame. If ROL is on B he must pay full K price. If on the S no obligation on the B, possible liability on Seller for non-delivery. 4 rules (1) agreement of the parties controls (2) breach breaching party is liable for any uninsured loss even though breach is unrelated to the problem (3) delivery by common carrier other than seller ROL shifts to B at time seller completes its delivery obligation. No agreement, no breach, no delivery by carrier Key: is seller a merchant ROL shifts from a merchant seller to the B on the Bs receipt of foods. If non-merchant S, ROL shifts when he tenders the goods. Tender meaning S has made the goods available to the Buyer. Sale on Approval

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ROL on seller until B takes the goods. 2A leases general rule is that the ROL is on the lessor (LL) exceptions if the lease is a finance lease, then ROL on lessee Warranties of Quality Express words verbal express warrant (not puffing) NY watch for parol evidence issues in warranty questions. Sample or Model use of creates a warranty that the goods buyer receives will be like the sample or model. Implied Warranty of merchantability when any person but any goods from any merchant a term is automatically added to the K by operation of law that the goods are fit for the ordinary purpose for which such goods are used. Implied Warranty of Fitness meet Bs particular purposes B has a particular purpose & is relying on seller to select suitable goods. Seller has reason to know & reliance. The warranty is that the foods are fit for a particular purpose. New York 2A warranties on lease the lessor of personal property makes the same warranties as a seller: express, merchantability & fitness. Finance lease in a finance lease warranties made by suppliers to lessor are enforceable by lessee. Contractual limitations on warranty liability (1) disclaimer eliminates implied warranties (a) express warranties cannot be disclaimed (b) implied warranties of merchantability & fitness disclaim by AS IS or with all faults or conspicuous language to disclaim mentioning merchantability. All implied warranties disappear. Limitation of remedies does not eliminate warranty, it simply limits or sets recovery for any breach of warranty. Possible to limit remedies even for express warranties. General test is Unconscionability. Prima facie unconscionable if breach of warranty on consumer goods causes personal injuries. Covenants not to compete limits the right of a party to a K to compete vs the other contracting party. Validity terns on reas business need for protection, reas of geographical limitations & reasonableness of time limitation Performance Conditions s of performance performance condition both parties have agreed that performance depends on an event beyond the control of the parties to a K that affects a party's duty to perform under the K. Nonoccurrence of a true condition excuses performance by either party. Non-occurrence of a promise is a breach by the promisor. Terms used to describe conditions true condition a true condition is an event that effects the party's duty to perform under the K that is beyond the control or even influence of the parties. A condition coupled w/a covenant is an event that affects the duty to perform to some extent within the control of one of the parties & creates a legal obligation on that party to use reas good faith & efforts to cause the event to occur. Conditions precedent & subsequent time relation of the condition & the promise. Precedent must occur before, subsequent must not occur during, first comes performance. Express of constructive conditions all of the above are express created by language of the K. Constructive conditions are created by operation of law are keyed to the order of performance. I.e. silent as to payment doing the work via constructive condition precedent to the payment of performance. Excuse of express conditions (1) estoppel the person who is benefited from or protected by the condition makes a statement giving up the benefits & conditions. Estoppel the statement is made B4 the condition event was to occur & requires a change of position. Waiver is the statement made after the conditioning event was to occur and does not require a change in position. Satisfaction of condition general rule for express conditions strict compliance subject to one exception approval by one of the parties. Rules for a condition that requires the satisfaction of a party to the K (a) ordinary Ks satisfaction of the reas persona (b) art & other Ks of personal discretion is that person in good faith satisfied with the performance. Constructive conditions general rule substantial performance. AS to divisible Ks (K itself has done the dividing) substantial performance of the divisible part. If divisible & each part performance by one party is the consideration for the past performance by the other then the K is divisible K and the substantial performance test is applied to each divisible part of the k Sale of Goods Performance Concepts Perfect tender is the general standard of Article 2 subject to limited exceptions the S is obligated to deliver perfect goods. Cure a S who fails to make a perfect tender will be given an option of curing . 2 situations (1) time for performance has not yet expired seller is not obligated to try again but may cure to avoid being sued for breach (2) time for performance has expired in ltd situ a S has an option of curing even after the K delivery date. Statutory test whether the S has reasonable grounds to believe that the improper tender would be acceptable, with a $ allowance. Rejection of the goods general rule, w/rejection of the goods there is a K, that K has been breached. Rejection must occur B4 acceptance. If the goods are less than perfect B has an option to reject unless it is an installment sales K. Installment Sales K requires or authorizes delivery in separate lots to be separately acceptable. It is necessary to identify the ISK bc the B has the right to reject an installment only where there is substantial impairment that cannot be cured. Acceptance of the goods express acceptance = words. Implied acceptance retention after inspection w/o objection or lapse in time between receiving goods & complaining. Payment w/o inspection is NOT acceptance. If B accepts the goods B cannot later reject them. Revocation of acceptance of Goods In ltd circumstances a B can effect a cancellation of the K by revoking its acceptance of the goods. Requirements: (1) nonconformity substantially impairs the value of the goods (2) excusable ignorance of grounds for revocation or reas reliance on S's assurance of satisfaction (3) revocation w/I a reas time after discovery of non-conformity. Bs payment obligations cash unless otherwise agreed, B can pay by check & seller does not have to take the check but that gives B an additional reasonable time Excuse of Non-Performance (DISCHARGE) Sale of goods perfect tender If tender is less than perfect the B can reject the goods & w/o payment B is excused from payment. Excuse by reason of the other party's breach in CL Ks material breach generally requires only substantial performance if one party substantially performs the other party is required to perform. At CL, only a material breach by one party excuses the other party's performance. Material breach results from a performance that is not substantially. Whether a breach is material is a question of fact. Excuse via anticipatory repudiation or inability to perform Anticipatory repudiation is a statement that the repudiating party will not perform made prior to the time that performance was due. AR by one party excuses the other party's duty to perform. It also generally gives rise to an immediate claim for damages for breach. AR can be retracted B4 a material change in position by the other party. If the repudiation is timely restricted then the other party is not excused from performance but that person can demand adequate assurance Excuse via later K Rescission equate w/cancellation. Key is performance still remaining from ea. party. In order to cancel it must be done B4 the 1st agreement is performed. Accord & Satisfaction accord is an agreement by the parties to an already existing K that the same parties will do something different that will extinguish that existing obligation. Satisfaction is performance of the accord. Accord alone the accord has temporary affect of suspending the enforcement of the prior obligation. If the accord is not performed, the other part can sue on either the existing obligation or the accord. Novation is an agreement between both parties to an existing K to the substitution of a new party. It excuses the contracted performance of the party who is replaced. Delegation does not require the agreement of both parties & does not excuse Excuse by reas of later unforeseen event Performance of K duties w/exception of duty to pay $, can be excused under impossibility or impracticability something happens after K formation but B4 completion of K performance, that was unforeseen, that makes performance impossible or

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commercially impracticable. Impossibility is objective means it cannot be done. Impracticability is subjective & can only be done w/extreme & unreasonable difficulty & expense. CL death of party see if K for performance of a service by the person who died. CL Destruction of subject matter - it is impossible to perform, no liability, nonperformance is excused. Article 2 casualty to identified goods B4 ROL has passed same CL rule w/2 qualifications (1) if ROL on B then you never get excuse of performance (2) make sure goods were destroyed are the subject matter of the K. Note if it is a later unforeseen occurrence in sale of good you're talking only about excusing the S. ROL on B impossibility does not excuse B, the B can still pay. On S B cannot sue bc Ss performance has been excused. Identified goods if the goods are identified to the K seller is excused from performance. Breach Remedies for an unexcused non-performance Liquidated Damages K can stipulate damages or method of fixing damages. A K cannot provide for a penalty. 2 tests (1) at the time of the K the amount of possible damages is difficult to determine (2) at time of K, the K provision is a reasonable forecast of possible damages. Actual loss is irrelevant. The validity of liquidated damages depends on what people knew at the time of the K. Note: Punitive damages are not generally recoverable for breach of K Damages Rule for Ordinary Ks General measure for breach of ordinary K (NY Expectation Damage) Focus on the protection of the expectation interest. Generally, injured party is entitled to recover an amount that would put her in as good position as if the K had been performed. What would P have gotten. What did P get. Subtract & find the difference. Additions & limitations PLUS foreseeable consequential damages CD that were in reas contemplation of both parties at the time of K. PLUS incidental damages costs of coping with the breach, finding a replacement. MINUS avoidable damages no recovery for loss that could have been avoided by appropriate steps. Damage Rules for Sale of Goods Who breached & who has the goods. (1) S breached, B keeps = FMV if perfect (less FMV as delivered) S breached, S keeps market price at time of discovery of breach (less K price) or- replacement price (less k price) B breached, B has goods = K price B breaches, S has goods. K price less market price at time and place of delivery or K price less resale price AND sometimes provable lost profits. Lost profits only when B breaches ad S keeps goods 2 artificial facts sale of regular inventory of unltd supply; and breach followed by resale to someone else at the same price. P would have made a profit on both sales. Damages are whatever the profit would be on the breached sale. Quasi K unjust enrichment K price is the ceiling for recovery Non-monetary remedies injunction, land real estate sales, equitable remedy; unclean hands, adequacy of remedy at law. (1) K for the sale of real estate = specific performance (2) K for the sale of goods = if unique goods (art custom made) = specific performance. K for service no specific performance. Adequate assurance of future performance learning something after the K to give party reasonable grounds for insecurity about the other party's performance & written demand for adequate assurance. Reclamation right of an unpaid seller to get its goods & that seller demanded return of goods w/I 10 days (this 10 day rule becomes a reasonable time rule if B4 delivery there had been an express representation of solvency by the B) and B still has goods at the time of demand. On exam you must be told that the B was insolvent. If B is insolvent, S can stop the shipment. Rights of good faith purchaser in entrustment if an owner leaves her goods with a person who sells goods of that kind and that person wrongfully sells the goods to a third party then such a good faith purchaser from dealer cuts off rights of the original owner entruster THIRD PARTY PROBLEMS 3P Beneficiary 2 parties contracting with the intent of benefiting a 3P. Intended/incidental only an intended beneficiary have K law rights. Named person is an intended beneficiary. Not named in the pattern they are incidental. Creditor-donee was beneficiary a creditor of the promissee (1) all incidental beneficiaries are creditors or a donee (2) usually a donee. Dealing with efforts to cancel or modify if the 3P beneficiary has assented to the K her rights have vested & the K cannot be cancelled or modified w/o her consent unless the K otherwise provided. Who can sue 3P can sue promisor, promisee can sue promisor & creditor beneficiary can sue promisee on the underlying debt. This is where the 3P is already a creditor of the ppomisee. Defenses if 3P sues promisor the promissory can assert any defenses that he would have had if sued by promisee. Assignment of rights limitations on assignment 2 k/o (a) prohibition of assignments = language of prohibition takes away the right to assignment but not the power to assign which means that the assignor is liable for breach of K but an assignee who does not know of the prohibition can still enforce the assignment. Invalidation all assignments are void. Language of invalidation takes away both the right to assign & the power to assign that there is a breach by the assignor & no rights in the assignee. CL even if a K does not in any way limit the right to assign, CL bars an assignment that substantially changes the duties of the obligor. (1) assignment of right to payment if permitted (2) assignment of other performance rights substantially changes the duty of the obligor. Rights language of present assignment, no consideration is required. Right of assignee (1) assignee can sue obligor (2) obligor has same defenses vs assignee as it would have vs assignor (3) payment by obligor to assignor is effective until obligor knows of assignment (4) modification agreement between obligor and assignor is effective if obligor did not know of assignment. Multiple Assignments Gratuitous assignments general rule it is possible to make a gratuitous assignment but they are generally freely revocable. Revocation can be made directly or indirectly or the making of another assignment. Since a later gift assignment revokes an earlier gift assignment, general rule for resolving claims among assignees who did not provide consideration is the last in time rule. Exception a gratuitous assignment is not revocable if it is in writing delivered to the assignee, the assignee has received some indicia of ownership or the assignee has relied on the assignment in a way that is reas, foreseeable & detrimental. New York gratuitous assignment is not revocable if it is in writing. Assignments for Consideration general rule first assignee for consideration wins ltd exception a subsequent assignee takes priority over earlier assignee for value only if he both does not know of the earlier assignment & is the first to obtain payment, a judgment, a novation or indicia of ownership. Multiple assignments for considerations a breach of warranty in an assignment for consideration, the assignor makes a warranty that the rights assigned are assignable & enforceable. Delegation of Duties a delegation is a party to a K transferring his duties or burdens under the K to a 3P who was not a party to the K. Generally, contractual duties are delegable. Limitation on delegation (1) K prohibits delegation or assignment (2) K calls for special skills (3) person to perform K has a special reputation. Note: when a K provides no assignment it also means no delegation. Essentially there are no requirements for delegation. Consideration is not required but no legal obligation on delegatee unless there is consideration. Consent of other party to K not required for delegation. Consequences of delegation (10 delegating party remains liable (2) delegate liable to obligee only if he receives consideration from delegating party. A delegation for consideration creates a 3P beneficiary obligations so original contracting party can sue the delegee.

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