Constructive Conditions

Question 1

What is the broad way contracts are interpreted?

Answer 1

1.what terms do the parties include in the contract?
2. what do these terms mean?
3. did the parties properly and fully perform?
4. assuming either party didn’t perform, what are the consequences of the breach?

Question 2

a promise that is also a constructive condition precedent is always

Answer 2

An independent promise

Question 3

What happens when the court decides that there is a constructive condition precedent?

Answer 3

The party that is intended to go first must perform before the other party has the duty to perform

Question 4

What happens when the court decides that there is a condition concurrent?

Answer 4

In this case, each party must render or tender the performance for the other party to have a duty to perform.

Question 5

What happens if the court decides these are independent promises?

Answer 5

Then this means that the promisor must perform regardless of the other party performing or not performing their promises

Question 6

What are the rules on constructive conditions making?

Answer 6

1. constructive conditions are imposed on bilateral contracts in general
2. if there are any dates or any relative dates/times, then the courts uses these to see if there are any constructive conditions
3. if both parties can perform at the same time, they must perform at the same time and the party must render or tender performance to keep the other part yet breach.
4. if one party requires a period of time to perform while the other party does not require a period of time, the party requiring period of time needs to go firs.t
5. if none of the above apply, the courts look at the intent of the parties.

Question 7

What are the ways that constructive condition has been deemed to have occurred?

R2D 241

Answer 7

1. The extent to which the injured party has benefitted from the performance
2. the extent to which the injured party can be adequately compensated for the benefit he has been deprived of
3. the extent to which the party failing to perform or offering to perform will face forfeiture
4. the extent to which the party failing to perform or offering to perform can cure his failure, taking into account all the circumstances, including assurances.
5. the extent of which the party failing to perform or offering to perform has demonstrated good faith and fair dealing.

Question 8

2-507: Effect of Seller’s tender of delivery

Answer 8

tender of delivery is the condition to which the buyer’s duty to accept the goods and his duty to pay for them (unless otherwise agreed upon) .

Question 9

Tender of payment by buyer

Answer 9

Seller’s duty to tender and complete delivery is constructively conditioned on buyer’s tender of payment

Question 10

what do UCC 2-107 and 2-211 create?

Answer 10

They create constructive conditions concurrent

Question 11

UCC 2-513 : Buyer’s right to inspection

Answer 11

Unless otherwise agree and subject to subsection 3 (there are terms of C.O.D) . The buyer has the right before payment or acceptance to inspect the goods at a reasonable place time, and manner.

Question 12

UCC 2-503 Manner of Seller’s Tender of delivery

Answer 12

requires the seller put and hold the conforming goods at the buyer’s disposition and give the buyer any notification nec. to enable him to take delivery.

Question 13

What do 2-206 and 2-207 say regarding tender of delivery on belays of seller?

Answer 13

Assuming proper tender, buyer’s failure to say or do
anything in response to a proper tender after having a
reasonable time to inspect would be an acceptance of the
goods, and the buyer must pay at the contract rate for any
goods accepted.

Question 14

Buyer’s rights on improper delivery

Answer 14

if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may
1. reject the whole
2. accept the whole
3. accept any commercial units and reject the rest.

A minor defect violates the perfect tender rule because the goods fail in any respect to conform to the contract

Question 15

Waiver of buyer’s objections by failure to particularize

Answer 15

The buyer’s failure to state in connection with rejection a particular defect which is ascertainable by
reasonable inspection precludes him from relying on the unstated defect to justify rejection or to establish
breach
● (a) where the seller could have cured it if stated seasonably

Question 16

2-602 Manner and Effect of Rightful Rejection

Answer 16

Buyer has acted wrongfully against the seller if buyer like an owner after rejection

Question 17

2-606: What constitutes acceptance of goods

Answer 17

Buyer taking ownership of the goods is an acceptance, but if such act is wrongfull against seller it is okay only if approved by the seller.

Question 18

2-606: acceptance of goods bc failure to inspect and reject

Answer 18

Acceptance of goods happens when the buyer has a reasonable time to inspect and fails to reject, this is constitutes an acceptance.

Question 19

2-608: Revocation of Acceptance Whole in While or in part

Answer 19

Buyer may revoke acceptance if the defect
“substantially impairs” the value to the buyer
and reasonably induces by the difficulty of
discovery before acceptance.

b) without discovery of such non-conformity if his acceptance
was reasonably induced either by the difficulty of discovery
before acceptance or by the seller’s assurances