Free FYLSE Exam Flashcards

Mutual assent is judged by outward manifestations (words and conduct as a reasonable person in the promisee's position would understand them), not by undisclosed, secret subjective intent or uncommunicated reservations.

Commercial advertisements, price quotes, catalogs, and circulars are presumptively invitations to deal rather than legal offers, unless they contain clear, definite, and explicit terms leaving nothing open for negotiation (e.g., specifying exact quantity and the offeree: 'First come, first served to the first customer at 9 a.m.').

A common-law option normally requires consideration, although reliance and other recognized rules can also make an offer irrevocable. UCC 2-205 permits a merchant’s signed written assurance to hold a goods offer open without consideration for the stated or reasonable time, capped at three months of consideration-free irrevocability. The offer can remain outstanding longer; the statutory irrevocability protection is what is capped.

Properly dispatched acceptance generally takes effect on dispatch; rejection and revocation generally require receipt. Check the offer’s terms and exceptions: acceptance under an option normally takes effect on receipt. If rejection is sent first and acceptance later, whichever reaches the offeror first generally controls. If acceptance is sent first, an earlier-arriving rejection can still matter when the offeror reasonably relies on it.

Under UCC § 2-207(1), a definite and seasonable expression of acceptance operates as an acceptance even if it states additional or different terms, unless acceptance is expressly made conditional on assent to the new terms. Between merchants, additional terms automatically become part of the contract unless: (1) the offer expressly limits acceptance to its terms, (2) the terms materially alter the contract, or (3) notification of objection is given within a reasonable time.

Under common law, performing or promising to perform an existing legal duty is not valid consideration, so contract modifications require fresh consideration (or unforeseen difficulties). Under UCC § 2-209(1), a good-faith modification of a contract for the sale of goods needs no new consideration to be binding.

Promissory estoppel enforces a promise without formal consideration when: (1) the promisor makes a clear promise reasonably expecting to induce action or forbearance, (2) the promisee actually and reasonably relies on the promise to their detriment, and (3) injustice can be avoided only by enforcement. Relief may be limited to reliance damages rather than full expectation damages.

Agreements within the Statute of Frauds require a signed writing: Marriage, Year, Land, Executor, Goods of $500 or more (UCC § 2-201), and Suretyship (MY LEGS). For the one-year provision, if full performance is theoretically possible within one year under the contract's terms (e.g., a contract for life), it falls outside the Statute and is enforceable orally.

In a transaction between merchants, if one party sends a written confirmation sufficient against the sender within a reasonable time, and the receiving merchant has reason to know its contents, the writing satisfies the Statute of Frauds against the recipient unless written notice of objection is given within 10 days of receipt.

The parol evidence rule prevents prior or contemporaneous negotiations from contradicting an integrated agreement. A partial integration may be supplemented by consistent additional terms; a complete integration generally may not. Evidence offered to challenge validity, interpret language, establish an agreed condition to effectiveness, or show a later modification may be admissible. Check the applicable interpretation rule rather than assuming every claimed ambiguity automatically admits every statement.

Common-law substantial performance may satisfy a constructive condition while leaving damages for defects; it does not automatically satisfy an express condition. UCC 2-601 generally permits rejection for any nonconformity, subject to the seller’s right to cure, installment-contract rules, agreement, and good faith. After acceptance, revocation has separate substantial-impairment requirements.

For nonconforming goods, a seller may seasonably notify the buyer and cure within the unexpired contract time. If the seller reasonably believed the tender would be acceptable, with or without an allowance, seasonable notice may secure a further reasonable time for substitution under UCC2-508. The second route is not an unlimited right to late performance.

Express conditions must be strictly complied with; failure of an express condition excuses the other party's duty to perform. Constructive conditions (implied by law) require only substantial performance. An express condition can be excused by waiver, wrongful prevention or hindering by the benefited party (breach of implied duty of good faith), extreme forfeiture, or anticipatory repudiation.

An unambiguous, unequivocal statement or voluntary act showing that a party cannot or will not perform constitutes an anticipatory repudiation, allowing the non-repudiating party to sue immediately, suspend performance, or wait. If reasonable grounds for insecurity arise, a party may demand written adequate assurances under UCC § 2-609 and suspend performance; failure to provide assurances within a reasonable time (not exceeding 30 days) operates as a repudiation.

Expectation damages place the aggrieved party in the financial position they would have occupied had the contract been fully performed. Consequential damages (such as lost profits) are recoverable only if foreseeable at the time of contracting as arising naturally or from special circumstances known to the breaching party (Hadley v. Baxendale). The injured party has a duty to mitigate damages reasonably.

Only intended beneficiaries (creditor or donee beneficiaries) have legal standing to enforce a contract; incidental beneficiaries acquire no enforceable rights. An intended beneficiary's rights vest when the beneficiary: (1) manifests assent to the contract at the request of the parties, (2) files suit to enforce the promise, or (3) materially changes position in justifiable reliance on the promise. Once vested, the contracting parties cannot modify or rescind without consent.

Assignment transfers contractual rights; delegation transfers performance duties. Assignment can be barred when it materially changes the obligor’s duty or risk, violates law/public policy, or is effectively restricted by contract. Delegation can be barred for personal skill or a substantial interest in the original promisor’s performance. A prohibition on assigning “the contract” generally limits delegation unless a contrary intent appears; a simple rights-assignment prohibition may create damages without making the assignment void. Delegation alone does not discharge the original obligor.

Battery requires intentional harmful or offensive contact, including indirect contact or items closely connected with the person. Under the Restatement formulation, intent is to cause harmful/offensive contact or imminent apprehension of it; purpose or substantial certainty can suffice. No intent to cause the eventual injury is required. Consent and privilege remain relevant.

Assault requires intentional conduct causing reasonable apprehension of imminent harmful or offensive contact; the claimant must be aware. Words alone generally are insufficient without surrounding conduct or circumstances making the threat imminent. A future threat alone is insufficient, but a conditional threat can qualify when it threatens immediate wrongful contact if the claimant refuses a demand.

False imprisonment requires an intentional act that confines the plaintiff within a bounded area set by the defendant, without reasonable means of escape known to the plaintiff, where the plaintiff is aware of the confinement or harmed by it. Under the Shopkeeper's Privilege, a merchant may reasonably detain a suspected shoplifter if: (1) there are reasonable grounds to suspect theft, (2) the detention is conducted in a reasonable manner, and (3) the detention lasts for a reasonable, limited duration to investigate.

IIED requires extreme and outrageous conduct, intent or recklessness, causation, and severe distress. Bodily injury is not generally required for the direct victim. Under Restatement-style third-person rules, a present immediate-family member may recover without bodily harm; another present person generally must suffer resulting bodily harm. Presence, the defendant’s awareness, and exceptions depend on the applicable rule; do not treat close relationship as an absolute requirement for every claimant.

Trespass to land is an intentional physical invasion of plaintiff's real property; actionable without actual damage (nominal damages recoverable). Trespass to chattels is intentional intermeddling with plaintiff's personal property causing dispossession, loss of use, or physical damage (recovers actual damage or rental value). Conversion is intentional dominion or control that so seriously interferes with plaintiff's right of control that the defendant must pay the full fair market value of the chattel (forced sale).

Transferred intent applies when the defendant intends to commit an intentional tort against one person, but instead: (1) commits a different intentional tort against that person, (2) commits the intended tort against a different person, or (3) commits a different tort against a different person. It applies across 5 classic intentional torts: Battery, Assault, False Imprisonment, Trespass to Land, and Trespass to Chattels.

A person may use reasonable force to defend against imminent unlawful force; deadly force is permissible only when reasonably believing deadly force or serious bodily harm is imminent. Defense of property permits only reasonable non-deadly force to prevent or terminate an unlawful intrusion; deadly force (including spring guns or lethal booby traps, Katko v. Briney) is never privileged solely to protect property.

Negligence requires: (1) Duty, (2) Breach, (3) Actual Cause, (4) Proximate Cause, and (5) Damages (actual harm required; nominal damages not available). The baseline standard of care is that of a reasonably prudent person under like circumstances. Physical disabilities are taken into account (held to a reasonable person with that disability), but mental deficiencies and voluntary intoxication are held to the standard objective reasonable person standard.

A child generally receives the standard of a reasonable child of similar age, intelligence, and experience. The adult standard applies when a child undertakes an activity that is both dangerous and normally performed by adults, classically driving a car. A dangerous activity does not become an adult activity merely because injury is possible; check its usual participants and the jurisdictional rule.

A criminal safety statute or regulatory ordinance establishes the civil standard of care (replacing the reasonable person test) if: (1) the plaintiff belongs to the class of persons the statute intended to protect, and (2) the injury suffered is the type of hazard the statute was designed to prevent. A violation conclusively establishes breach of duty (in majority jurisdictions), unless excused by physical impossibility, incapacity, or greater danger in compliance.

Res ipsa loquitur permits an inference of negligence when the kind of event ordinarily does not occur without negligence, the evidence sufficiently connects the responsible instrumentality to the defendant, and other responsible causes are sufficiently eliminated. Traditional formulations refer to exclusive control and absence of plaintiff contribution. It ordinarily permits rather than compels a negligence finding; procedural effects vary by jurisdiction.

Actual cause generally requires proof that 'but for' defendant's breach, the harm would not have occurred. If multiple independent forces combine to cause harm and each alone would have been sufficient, the 'substantial factor' test applies. Under alternative liability (Summers v. Tice), if multiple defendants all breached their duty but it is uncertain who caused the injury, the burden of proof shifts to each defendant to exonerate themselves; otherwise all are jointly liable.

Proximate cause limits recovery to harms within the scope of the risk created by the negligent conduct; duty and foreseeable-plaintiff analysis must also be considered. An intervening act is not automatically superseding because it is criminal or intentional. If that conduct is the foreseeable hazard the defendant had a duty to address, liability can remain. An extraordinary, unforeseeable intervening cause may cut off liability.

The eggshell-skull rule makes a liable defendant responsible for the full extent of injury even when the victim’s pre-existing vulnerability makes the harm unusually severe. It does not dispense with proving liability and causation. Under the traditional collateral-source rule, benefits from independent sources generally do not reduce tort damages; statutory modifications and reimbursement rights can change the result.

Under traditional entrant categories, undiscovered trespassers generally receive no duty to inspect or make premises safe, but the owner must not intentionally or recklessly injure them; child-trespasser rules can impose additional duties. Discovered or anticipated trespassers may require warnings about known dangerous artificial conditions. Licensees generally receive protection against known concealed dangers; invitees also receive reasonable inspection. Ordinary activities and modern reasonable-care jurisdictions require separate analysis.

Strict products liability requires: (1) commercial seller/merchant, (2) defective and unreasonably dangerous product, (3) defect existed when leaving defendant's control, and (4) causation and physical damage. Three defect types: (a) Manufacturing defect (product departs from its intended design), (b) Design defect (fails consumer expectations or risk-utility test with a feasible safer alternative), and (c) Inadequate warning/failure to warn of non-obvious foreseeable risks.

Contributory negligence traditionally bars recovery for any contributing fault, subject to exceptions such as last clear chance. Pure comparative negligence reduces damages by the plaintiff’s share, even if it is 99%. Modified systems differ: a 50% bar excludes a plaintiff at 50% or more; a 51% bar permits exactly 50% but excludes a plaintiff whose fault is greater than 50%. Apply the stated jurisdiction; do not equate the two thresholds. Assumption-of-risk treatment also varies.

Criminal liability requires a voluntary physical act or an omission where there is a legal duty to act. Involuntary acts (reflexes, convulsions, sleepwalking, actions under hypnosis) do not satisfy actus reus. A legal duty to act arises only from: (1) statute, (2) status relationship (parent-child, spouse), (3) contract (lifeguard, nurse), (4) voluntary assumption of care that secludes victim, or (5) defendant creating the peril.

Specific-intent offenses require a further purpose beyond the prohibited act, such as intent to steal in larceny or intent to accomplish the target crime in attempt. General-intent offenses generally require the mental state associated with the prohibited conduct, without that additional purpose. Do not classify negligence crimes as requiring intent: involuntary manslaughter can rest on criminal negligence. Voluntary intoxication and mistake must be assessed against the actual required mental element and governing law.

For common-law murder, malice aforethought includes intent to kill, intent to cause serious bodily injury, depraved-heart recklessness, or the mental state supplied by a qualifying felony-murder rule. It is broader than recklessness alone. Common-law arson also uses a malice requirement. A strict-liability offense dispenses with mens rea for one or more specified elements, not necessarily every element of every offense bearing that label.

For a specific-intent element, an honest factual mistake may defeat the required intent even if unreasonable. Traditional general-intent analysis generally requires an honest and reasonable mistake. A mistake does not negate an element that is expressly strict liability, although the prosecution must still prove the remaining elements. Distinguish a factual mistake from mere ignorance of the legal prohibition.

Common-law murder is an unlawful killing of a human being with malice aforethought. Malice exists if the defendant acts with any of four mental states: (1) Intent to kill, (2) Intent to inflict serious bodily injury, (3) Depraved-heart (abandoned and malignant heart / reckless indifference to an unjustifiably high risk to human life), or (4) Felony murder (killing during commission of an inherently dangerous felony).

First-degree murder (statutory) typically requires: (1) Deliberate and premeditated intent to kill (reflecting on killing with a cool, dispassionate mind, even for a brief moment), (2) Felony murder involving specific enumerated felonies (e.g., BARRK: Burglary, Arson, Robbery, Rape, Kidnapping), or (3) Specified means (poison, torture, lying in wait). Second-degree murder is all other common-law murders with malice aforethought lacking premeditation or enumerated felony status.

A qualifying felony can support murder liability for a death during the felony, attempted felony, or immediate flight before reaching temporary safety. The underlying felony generally must be independent of the fatal assault under the merger rule. Causation and third-party killing rules differ: agency jurisdictions generally limit liability for killings by police or victims, while proximate-cause jurisdictions may reach foreseeable deaths caused by others. Apply any stated statutory limits on non-killer participants.

Heat-of-passion mitigation requires legally adequate provocation, actual passion, no sufficient reasonable cooling period and no actual cooling. Where recognized, an honest but unreasonable belief in the need for deadly self-defense may reduce murder to voluntary manslaughter. Imperfect self-defense is not a universal rule; apply the jurisdiction stated.

Involuntary manslaughter is an unintentional killing caused by: (1) Criminal negligence: Gross negligence exhibiting high risk of death or serious injury, surpassing civil negligence (gross deviation from reasonable care), or (2) Misdemeanor-manslaughter (unlawful act manslaughter): A killing committed during the commission of an unlawful act not amounting to an inherently dangerous felony (malum in se misdemeanor or non-dangerous felony).

Larceny requires: (1) trespassory (wrongful) taking, (2) and carrying away (asportation, even slight movement), (3) of personal property of another, (4) with the intent to permanently deprive the owner at the time of taking. Under the continuing trespass doctrine, if property is taken wrongfully without intent to steal, but defendant later forms the intent to keep it permanently, the initial trespass continues to satisfy the concurrence requirement.

(1) Embezzlement: Fraudulent conversion of personal property of another by one already in lawful possession. (2) Larceny by trick: Obtaining custody/possession of property of another by intentional material false representation of existing fact. (3) False pretenses: Obtaining title to property of another by intentional false statement of past or present fact with intent to defraud. Title passing distinguishes false pretenses from larceny by trick.

Robbery is larceny from the victim’s person or presence by force or threat of imminent physical harm. Common-law burglary requires breaking and entering another’s dwelling at night with the required felony intent formed by entry. Modern statutes may broaden any of these elements; they do not all eliminate every common-law restriction.

Common-law arson is malicious burning of another’s dwelling; malice includes intentional burning or reckless disregard of the risk. Actual charring of the structure is enough; mere discoloration or smoke damage is not. Modern statutes may broaden the protected property or include burning one’s own property under specified conditions; they do not all share identical elements.

(1) Solicitation: Asking/urging another to commit a crime with intent they do so. Merges into completed crime and conspiracy. (2) Attempt: Specific intent to commit target offense plus an overt act in furtherance beyond mere preparation (proximity test or MPC substantial step). Merges into completed crime. (3) Conspiracy: Agreement between two or more persons to pursue an unlawful objective, with intent to agree and achieve it, plus an overt act (majority rule). Conspiracy does NOT merge into the completed target crime.

Accomplice liability generally requires intentional aid or encouragement plus the mental state required for the offense. Liability for further crimes depends on the jurisdiction’s rule and is not universally automatic. Under the traditional Pinkerton rule, a conspirator can be liable for a co-conspirator’s substantive offense committed in furtherance of, within the scope of, and reasonably foreseeable from the conspiracy, subject to withdrawal and applicable statutory limits.

M’Naghten asks whether mental disease or defect prevented understanding the act’s nature/quality or knowing it was wrong. The MPC test asks whether the defendant lacked substantial capacity to appreciate criminality or conform conduct to law. Traditional common-law duress generally requires a reasonable response to imminent death or serious bodily harm and does not excuse intentional killing; the MPC and some statutory rules differ. Identify the governing test before applying a categorical exclusion.