Prima Facie Breach of Contract (chronologically)

1.        Is there a valid contract
        a.        was there mutual assent and consideration
        b.        are there 3rd parties (benis, delegations, assignments)
2.        Have all conditions precedent to the D's duty been satisfied or excused
3.        Have the D's matured duties been performed or discharged including by conditions subsequent
        a.        If D's matured contract duties have not been performed or discharged there is a technical breach of contract
4.        Are there any defenses
        a.        If no defenses, absolute breach
5.        What are the remedies
        a.        expectation
        b.        specific performance
        c.        recision and restitution
        d.        reformation
        

When faced with anticipatory repudiation...

1.        Treat the K as totally repudiated and sue immediately
2.        Suspend non-breachor's performance until performance is due
3.        Treat the repudiation as an offer to rescind and treat the contract as discharged
4.        Ignore repudiation and urge performance

When faced with anticipatory repudiation...

1.        Treat the K as totally repudiated and sue immediately
2.        Suspend non-breachor's performance until performance is due
3.        Treat the repudiation as an offer to rescind and treat the contract as discharged
4.        Ignore repudiation and urge performance

Performance to 3rd Parties

Only if the 3rd pary is:
        1.        Intended AND
        2.        Relies to detriment OR
        3.        Knowledge and assent OR
        4.        Sues to enforce OR

Discharge of Duties

Performance or Tender of Performance
Condition Subsequent
Illegality
Impossibility, Impracticability, or Frustration
Rescission

Firm Offer Rule

Under the UCC:
        3 months (Not More than 3 months!)
        Signed
        Writing (NOT ORAL)
        MUST be a merchant

Conditions Excused

Excused
        Failure to cooperate
        Actual breach
        Anticipatory repudiation
        Inability or unwillingness to perform
                Nonbreaching party can SUSPEND his/her performance UNTIL breachor assures
        Substantial performance
        Divisible K
                2 or more parts
                Number of parts is the same
                Each party assumes risk for one part at a time
        Waiver or Estoppel
                Estoppel
                Election
                Does not waive damages for failure of condition
                Only conditions that are ancillary or collateral (not main purpose of K)

Defenses To Formation

Mistake
        Mutual
                Basic Assumption
                Material Adverse Effect
                No Assumption of Risk
        Unilateral
                Generally NOT a Valid Defense
        Transmission/Scribner/Delivery
                Operative UNLESS other party should have been aware of the mistake
Lack of Consideration
Illegality
Lack of Capacity
        < 18 years of age
        Insane
        Intoxicated
        Duress/Coercion
SOF
        MYLEGS
Unconscionability
        At the time of formation

Detrimental Reliance

1 Reasonable Expectation or Belief
2 Induces Action or Forbearance
3 Definite and Substantial Character
4 Does Actually Induce Reliance

CL Multistate Things I Don't Know

1.        A person is guilty of criminal intent when, with the specific intent to bring about a criminally prohibited result, he comes substantially close to achieving that result. Thus, all intents are specific intent crimes.
2.        A person is guilty of criminal intent when, with the specific intent to bring about a prohibited result, she comes substantially close to doing so. Thus all attempts are specific intent crimes.
3.        Wharton's Rule: there can be no conspiracy unless the agreement involves at least one person who is not essential to the commission of the crime to which the conspirators agreed.
4.        Larceny, even the slightest movement will suffice.
5.        Statutory rape is a S/L crime requiring no intent at all; therefore, a defendant who has sexual intercourse with a female who is too young to consent is guilty if he was aware that he was engaging in intercourse.
6.        Rape is a general intent crime, therefore the defendant's intent is critical: if he did not intend to have intercourse, there can be no conviction.
7.        A police officer who has probable cause to believe that the defendant is in the process of committing a crime may arrest the defendant without a warrant.
8.        What the fuck is probable cause!!!

Multistate things i don't know

Multistates: did 12/20 right on 4.2.2006
1.        If an event was not foreseeable to the parties at the time a contract was formed makes performance of the contract impossible, such performance is excused.
2.        Quasi-contractual remedies are designed to prevent unjust enrichment, thusly, they are unavailable to the non-breaching party who has received no benefit from P's work.
3.        Acceptance of goods occurs only after the buyer has had a reasonable opportunity to inspect the goods and either notifies the seller of his intention to keep them or fails to reject them.
4.        An offer for a unilateral contract cannot effectively be withdrawn once the offeree has begun performance.
5.        If a promise not to assign a contract is enforceable, it is like any other promise in the damages may be available as a remedy for its breach.
6.        Quantum meruit is available to prevent unjust enrichment only where services were rendered under circumstances such that the party for whom payment is sought was aware of the other party's expectation of payment.
7.        Frustration of purpose may excuse performance of a contract when an unforeseen event destroys its underlying purpose, but only if both parties knew what that purpose was.
8.        SOF requires a contract for the sale of goods with a price of $500 or more to be in writing, but does not apply to a contract for services, even if goods are to be provided by the person performing the services.