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

BAR/BRI Bar Review New York Course Contracts/Sales/Equity BAR/BRI Bar Review New York Course Contracts/Sales/Equity PAGE 2 PAGE 12 ? copyright BAR/BRI Bar Review 2/5 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 c