Contract (MBE) Flashcards
When does anticipatory repudiation NOT apply in a contractual setting?
Anticipatory repudiation DOES NOT apply if one side has fully performed and the only thing left is payment.
Party A has expressed an anticipatory repudiation of the contract. Party B wants to sue for breach, but the date of Party A’s performance hasn’t arrived yet. When can Party B sue?
If the date of performance has not passed, then the nonrepudiating party must wait until the repudiating party’s performance is due before filing suit.
Under the mailbox rule, when is an acceptance effective?
Acceptance is effective upon dispatch/posting.
A seller delivers nonconforming goods to the buyer. What are the buyers options?
The buyer may accept or reject the nonconforming goods and sue for damages.
The buyer may also accept just part of the delivery and return the rest.
Until when can a seller cure their mistake of nonconforming tender?
You can only cure a non-conforming tender if the date of performance has not yet passed! After that, it’s too late.
If the tender of goods in one delivery is unreasonable (because, for example the seller attempts to deliver substantially more than agreed), can the buyer reject the ENTIRE delivery as imperfect tender?
Yes, they can!
In a requirements contract, what’s the rule if a seller delivers substantially more (or less) than the buyer agreed?
In a requirements contract, the seller is supposed to deliver what the buyer requires. Delivering substantially more (or less) is a breach! This amounts to nonconforming tender.
A buyer and seller create a requirements contract under the UCC but don’t specify an EXACT quantity. Does this violate the requirements for valid contract formation?
The UCC requires a quantitiy term in a contract. If you have a requirements contract, the quantity term is sufficiently definite to satisfy UCC. It can be ascertained according to buyer’s need.
What is the ‘merchant’s exception’ to the Statute of Frauds?
Under the merchant exception to the statute of frauds, a confirmation signed and sent by one merchant to another binds both parties if the recipient has reason to know its contents and does not object within 10 days.
Define an intended third-party beneficiary?
An intended third-party beneficiary is a nonparty to a contract who receives an advantage or benefit from that contract that was intended by the contracting parties.
In determining whether a third-party beneficiary can sue under the contract, what key thing needs to happen?
The beneficiary’s right needs to VEST.
When does the beneficiary’s right to enforce the contract vest?
(There are three situations)
The beneficiary’s right to enforce the contract vests when they detrimentally rely on the rights created, assent to the contract, or initiate a lawsuit.
When can an intended beneficiary sue to enforce their contractual rights, and what can the contracting parties do before that point?
When their rights vest
The contracting parties can modify the agreement without the consent of the beneficiary
True or False:
All intended beneficiaries can sue the promisor.
True! All intended third party beneficiaries can sue the promisor(s) - this includes donee beneficiaries.
Under the UCC “Firm Offer Rule,” what is required for the offer to be irrevocable?
An offer is irrevocable if:
(1) The offeror is a merchant
(2) There is an assurance the offer will remain open
(3) The assurance is contained in a signed writing from the offeror.
