Adaptibar Questions

Question 1

Warranty Disclaimers

Answer 1

Material alterations that require agreement from parties to be effective

Question 2

Mutual Mistake

Answer 2

When K is based on mutual mistake by both parties – three requirements

1. Mistake must concern a basic assumption on which K was made
2. Mistake must have material effect on exchange of performances
3. Adversely-affected party must not bear the risk

Question 3

Material Breach

Answer 3

Party that materially breaches K is entitled to recover under theory of restitution the amount of the value of the benefit conferred on the victim of the breach.

Question 4

Can a breaching party recover in restitution?

Answer 4

Yes, a breaching party can recover in restitution for the reasonable benefit conferred on the non-breaching party in the part performance, less any damages non-breaching party suffered

Question 5

Seller ships non-conforming goods. What can buyer do?

Answer 5

Seller is accepting and breaching at the same time.
Buyer can reject non-conforming goods and then sue for breach. Exception: if seller notifies buyer of non-conforming goods, shipment is not a breach.

Question 6

Third-Party Standing

Answer 6

Third-party acquires standing to enforce promise only if they are an intended beneficiary.

Question 7

Intended Beneficiary

Answer 7

Party an intended beneficiary if recognition of a right to performance in the beneficiary is appropriate to effectuate the intent of the parties, such as whether promisor knows that the promisee intended to confer benefit on beneficiary

Question 8

Partial Integration

Answer 8

Partial integration may be supplemented (but not contradicted) to prove consistent additional terms

Question 9

UCC Art 2 – Evidence of trade usage

Answer 9

Evidence of trade usage can be construed as reasonably consistent with an agreement’s express language is admissible to interpret or supplement an agreement

Question 10

Supervening Impracticability

Can K be rescinded?

Answer 10

K may be rescinded on grounds of supervening impracticability where a party’s performance is made impracticable without his fault due to the occurrence of an event

Question 11

UCC 2-612(2)

Answer 11

Provides that a buyer may reject an installment that is non-conforming if the non-conforming substantially impairs the value of that installment and can’t be cured

Question 12

Usage of trade term

Answer 12

Meaning of a term supplied by usage of trade will be observed with respect to a transaction between members of the trade, even if one of the parties is not aware of the usage

Question 13

How can debtor make an offer to settle a dispute under rules of accord and satisfaction?

Answer 13

Debtor can offer check marked “payment in full.” If notation sufficiently plain then cashing check without protect amounts to acceptance of the offer

Question 14

Anticipatory Repudiation

Answer 14

Occurs if promisor, prior to time set for performance of his promise, indicates he will not perform.

Question 15

When can a party that repudiated retract his repudiation?

Answer 15

Can retract repudiation until other party has:

1. sued for breach
2. changed his position in material reliance on repudiation
3. stated he is treating repudiation as final

Question 16

What can a seller do if a buyer repudiates on a K for unfinished goods?

Answer 16

Seller may in the exercise of reasonable commercial judgment proceed in any reasonable manner, including finished the goods for resale.

Question 17

Requirements for Anticipatory Repudiation

Answer 17

1. the existence of a bilateral K with executory duties on both sides
2. Words or conduct by promisor that unequivocally indicate he can’t or will not perform when the time comes.
   (Doubts of doubt or fear don’t count).