CHAPTER 3 - GAP-FILLERS, INTERPRETATION AND PAROL EVIDENCE RULE

Question 1

UCC default rules for sales of goods (gap-fillers) (3)

Answer 1

Implied warranties
Express warranties
Missing terms

Question 2

Implied warranties (3)

Answer 2

1. Warranty of title
2. Warranty of merchantability
3. Warranty of fitness for a particular purpose

Question 3

Warranty of title

Answer 3

• The owner must own the goods
• Is entitled to sell it
• No leans are attached to the goods
• Can be waived by specific language in the contract or circumstances which give the buyer reason to know that the seller doesn’t claim the title

Question 4

Warranty of merchantability

Answer 4

• Guarantees that goods fit for ordinary purpose for which those goods would be used
  (Garantit que les biens conviennent à l’usage ordinaire pour lequel ces biens seraient utilisés)
• Waived by specific mention (in the agreement)

Question 5

Warranty of fitness for a particular purpose

Answer 5

• Grants that the goods are being sold for a particular purpose for which the buyer intends to use them
• Seller knows what the buyer is looking for
• At time of contracting, seller has good reason to know that the buyer relied on the seller’s skills or judgment to either select or furnish the reasonable goods
• Waived needs a writing

Question 6

Express warranties

Answer 6

Goods would conform to some standard

Seller write/express the word warrant in some ways

Question 7

Missing terms

Answer 7

Leads to interpretation of the contract under UCC

Question 8

Missing terms rules (3)

Answer 8

1. Missing price :
   Reasonable price at the time established by the contract for delivery may be used.
   Market price at the time of contracting
2. Missing time :
   Reasonable time determined by custom, commercial habits…
3. Missing place of delivery :
   Place of business

Question 9

Remedies (2)

Answer 9

1. Monetary damages

2. Executory damages (ask to perform)

Question 10

Defences to a contract (4)

Answer 10

1. Incapacity
2. Misrepresentation
3. Duress
4. Undue influence

Question 11

Types of incapacity (2)

Answer 11

1. Infancy & minor

2. Mental incompetence

Question 12

Infancy & minor

Answer 12

Infancy : time period before a person reaches the age of majority (21)

Minor : not liable for a contract that he made = no valid contract

Exception : contract related to necessity ex: food, lodging…

Question 13

Mental incompetence

Answer 13

If a party raises mental incapacity = contract not valid because not legally formed

Question 14

Who is mentally incompetent (lack capacity to contract) ?

Answer 14

• Mentally incompetent at the time of contracting
• Guardian appointed = can establish a contract
• Cognitive deflect : operating under dellusion, hallucination
• Volutional deflect : doesn’t last in time, person has crisis, not permanently mentally incompetent

Question 15

Conditions to establish volutional deflect (2)

Answer 15

1. Offeror has a mental incapacity that is volutioned

2. The offeree must have reason to know of the offeror state

Question 16

Misrepresentation

Answer 16

One party cheated on the other party = didn’t represent the reality of the facts in order to trick the party into contracting

Question 17

Duress (4)

Answer 17

1. Inducement : offeror induce the offeree to contract
2. Physical : use the force to make a person sign
3. Economical : use your economical superiority
4. Mental/Moral : use threatenings words

Question 18

Undue influence establishment (4) (transaction)

Answer 18

1. Discussion of the transaction at an unusual time
2. Consummation of the transaction at an unusual place
3. Asking that the transaction be done immediately
4. Extreme emphasis on the delaying of the transaction