纽约律考nybarAlienNotes合同法笔记Contracts(Short)RBK.doc

NEW YORK CONTRACTS (INCLUDING ARTICLE 2 SALES ARTICLE 2A LEASES) 1. APPLICABLE LAW 2. CONTRACT FORMATION 3. STATUTE OF FRAUDS (needs writing) 4. CONTRACT TERMS 5. PERFORMANCE 6. EXCUSES FOR NON-PERFORMANCE 7. REMEDIES 8. THIRD-PARTY PROBLEMS (i.e. 3rd party beneficiary; delegation of power; assignment) KEY ISSUE #1: APPLICABLE LAW A. The Multistate Bar Exam tests on 2 kinds of contract law: the common law of contracts (75% of the questions), Article 2 of the Uniform Commercial Code (UCC) (25% of the questions). How do you know which applies? Article 2 applies to only to a sale of goods: Goods are moveable, personal property. NOT land; NOT services; NOT a loan; etc. The identity of the buyer and seller (corporation, merchant, etc.) is irrelevant. The value of the goods is also irrelevant for the applicability of Article 2 of the UCC. The common law applies to all other contracts. In case of mixed contracts (both goods and non-goods) me need to determine which component is the dominant and apply the body of law governing it. NY distinction: In NY writing serves as substitute for consideration. B. The New York part of the bar exam tests on 3 bodies of law: (1) the common law of contracts with New York variations; (2) Article 2 of the UCC for sales of goods; (3) Article 2A of the UCC for leases of goods (this is not tested in the MBE since most of the states still havent adopted it). NY distinction: In NY Article 2A of the UCC applies to a lease of goods. KEY ISSUE #2: CONTRACT FORMATION VOCABULARY A. Contract: A legally enforceable agreement. Not every agreement is a contract. First we need to ascertain there is an agreement. An express contract is created by the parties words, either oral OR written. An implied contract is created by the parties conduct. B. Quasi-contract is an equitable remedy that applies whenever the application of contract law yields an unfair or inequitable result. Quasi-contract is not limit