Contract & Sales (MBE/MEE) Flashcards

Question

Moral Consideration

Answer 1

* Under modern trend, a promise not supported by consideration may be enforceable if it is made in recognition of a **material benefit** previously received by promisor from promisee. * Does not apply if promisee conferred benefit as a gift * Court may reduce amount owed under promise if it is disproportionate to benefit conferred by promisee.

Answer 2

Promise to surrender claim or defense constitutes consideration so long as: * Claim or defense is valid or subject to good faith dispute, **OR** * Surrendering party honestly believes that claim or defense may be valid

Answer 3

Must be supported by consideration, and agreements to modify K are enforeceable if: * Recission of existing K and entering into of new K * Unanticipated difficulties arise and modification is fair and equitable, or * New obligations arise on both sides **Statute of Frauds**: If modified contract falls within SOF, it must be in writing unless an exception applies. **Provisions Prohibiting Oral Modifications**: Not enforceable if promise otherwise wouldn't fall within SOF. Just look to see whether new modification should be in SOF. **Note**: If an original K is rescinded and parties enter into new agreement, agreement to "modify" a conctract is enforceable without new consideration

Answer 4

* Requires only good faith * No consideration is necessary * **Statute of Frauds**: If modified K falls within SOF, it must be in writing unless an exception applies * **Provisions prohibiting modifications**: Valid, even if modification wouldn't fall within SOF

Answer 5

* **Accord**: One party agrees to accept a different performance from other party to satisfy other party's existing duty * **Satisfaction**: Performance of accord agreement discharges both original K and accord K. * Original K not discharged until satisfaction is complete, so, if no satisfaction after accord, can sue under either the accord or the original K.

Answer 6

Not legally binding because it is vague or promisor can choose whether to honor it

Answer 7

* **Requirements**: Buyer agrees to buy all that he requires * **Output**: Seller agrees to sell all she manufactures * Consideration because promisor suffers legal detriment * Quantities may not be unreasonably disproportionate to estimates

Answer 8

* **Pay a debt barred by SoL**: New promise to pay debt after SoL has run is enforceable without new consideration * **Perform voidable duty**: New promise to perform voidable duty is enforceable if it doesn't suffer from infirmity rendering it voidable * **Material benefit rule** * **Promissory estoppel**

Answer 9

When a party performs an unrequested service for another party, modern trend permits performing party to enforce promise of payment for material benefits received to extent necessary to prevent injustice

Answer 10

A promise is binding without consideration if: * (i) Promisor should reasonably expect it to induce action on part of promisee or a third person, * (ii) Promise does induce such action, and * (iii) Injustice can only be avoided by enforcement of promise

Answer 11

No "meeting of minds" due to: * **Mistake ** * **Misunderstanding** * **Misrepresentation or fraud** * **Undue influence** * **Duress** * **Lack of capacity**

Answer 12

Both parties mistaken as to essential element. K generally voidable by party adversely affected if: * (i) Mistake existed when K was formed * (ii) Mistake relates to basic assumption of K, * (iii) mistake has material impact on transaction, and * (iv) Adversely affected party did not assume risk of mistake Note: Neither party can avoid K if reformation available to cure mistake. Court can reform writing to except to extent rights of third parties who relied on K would be unfairly affected.

Answer 13

A written K that fails to accurately express parties' initial intent due to a mistake of both parties may be reformed to correct such a mistake when: * Parties had a prior agreement; * Parties put that prior agreement into writing; and * Parties' mistake caused a difference between prior agreement and written agreement

Answer 14

One party is mistaken as to essential element of K. Mistaken party can void K if: * (i) he did not bear risk of mistake, either: * (ii) (a) mistake would make enforcement of K unconscionable, or (b) non-mistaken party caused the mistake, had duty to disclose or failed to disclose mistake, or knew or sohuld have known other party was mistaken, and * (iii) absence of serious prejudice to other party

Answer 15

* Both parties believe they are agreeing to same material terms, but they agree to different terms * **Waiver**: One party can choose to enforce K according to other party's understanding * **Subjective determination of misunderstanding**

Answer 16

No K if material term involved

Answer 17

K formed based upon meaning of material term as understood by unknowing party

Answer 18

No K unless both parties intended same meaning

Answer 19

Requires proof that: * (i) Misrepresentation is **fraudulent**: (a) knowing or reckless false assertion of fact (b) with intent to mislead, * (ii) misrepresentation **induced assent** to K, and * (iii) **Justifiable reliance** on misrepresentation bya dversely affected party **Note**: The misrepresentation can be affirmative (a lie) or through non-disclosure (omission), and misrepresentation does NOT have to be material Also, not a misrepresentation if following a misrepresentation but before avoidance, misrepresenting party cures the facts such that they are in accordance with the contract

Answer 20

* Fraudulent misrepresentation prevents party from knowing character/essential term of transaction * No K is formed and apparent K is **void** unless reasonable diligence would have revealed K's true terms

Answer 21

* Fraudulent misrepresentation is used to induce another to enter into a K * K **voidable** by adversely affected party if she justifiably relied on the misrepresentation

Answer 22

* Untrue assertion of a fact, but innocent or negligent * Renders K **voidable** by adversely affected party who justifiably relied on **material** misrepresentation and was induced to assent because of it

Answer 23

Unfair persasion of a party to assent to a K: * (i) Relationship between dominant party and dependent party due to lack of expertise or experience, or diminished mental capacity, and * (ii) Persuasion of one party seriously impairs free/competent judgement of other party Note: Restitution available

Answer 24

Victim may void K unless nonvictim party to K gave value or materially relied on K in good faith and without knowledge of undue influence

Answer 25

Requires: (i) Improper threat that (ii) deprives party of meaningful choice * **Improper Threat**: Threats of criminal/civil action (made in bad faith) or to breach K in violation of good faith * **Deprivation of Meaningful Choice**: Person has no reasonable alternative such that threat induced assent Note: Void if duress through physical compulsion, voidable in other instances.

Answer 26

**Voidable by infant** (under 18) but not by adult (except for reasonable value of necessaries) **Note**: Disaffirmance must be effectuated either before individual reaches age of majority or within a reasonable time thereafter.

Answer 27

* K is **void** for one who is adjudicated mentally incompetent * K is **voidable** if there has been no adjudication

Answer 28

K is **void** for individuals under guardianship (except for reasonable value of necessaries)

Answer 29

K is **voidable** by intoxicated party if she was unable to understand nature/consequences of K and other party knew of intoxication

Answer 30

* **Illegality** * **Unconscionability** * **Public policy**

Answer 31

K is unconsionable when so unfair to one party that no reasonable person in position of parties would agree to it * **Procedural**: Bargaining process leading to the formation of the contract is unfair * **Substantive**: Actual terms of the contract are significantly unfair * **Remedies**: Court may refuse to enforce entire K, strike unconscionable portion of K, or limit unconscionable terms.

Answer 32

K may be unenforceable if it violates a significant public policy

Answer 33

* K is **unenforceable** if consideration/performance under K is illegal * K is **void** if it contempaltes illegal conduct * Duty to perform is **discharged** if K becomes illegal after formation * If one party is justifiably ignorant of facts making K illegal or lacks illegal purpose he can recover (assuming other party's guilt)

Answer 34

When a party does not have a required license, the enforceability of the contract depends on whether the purpose behind the requirement is (1) economic, in which case the contract is enforceable, or (2) regulatory, in which case it is unenforceable if the public policy beyond the requirement clearly outweights the interest in enforcement

Answer 35

* Promisee may recover if promisee is justifiably ignorant of facts making K illegal and promisor had knowledge of illegality * If both parties are excusably ignorant, promisee may have restitution claim

Answer 36

Party who has substantially performed may recover if: * K does not involve illegal consideration/performance: Party is unaware of other party's illegal purpose * Party knows of other party's illegal use: unless party furthered illegal use or use involves grave social harm

Answer 37

If K can be easily divided into legal and illegal parts, a party may recover on the legal part(s)

Answer 38

* When partis are not equally at fault, less guilty party may recover under restitution * **Withdrawal**: Party who withdraws from illegal K before improper purpose has been achieved may recover under restitution when party has not engaged in serious misconduct

Answer 39

Conduct, not words, indicates assent or agreement

Answer 40

If there is no enforceable contract, court may award restitution damages if: * Plaintiff conferred measurable benefit on defendant; * Plaintiff acted without gratuitous intent; and * Unfair to let defendant retain the benefit.

Answer 41

* Any promise, assurance, affirmation, description, or sample that is part of the basis of bargain, **unless it is merely the seller's opinion** * **Disclaimers**: Disclaimers that unreasonably negate or limit express warranties are inoperative

Answer 42

* Implied whenever seller is a **merchant** * Goods must be fit for their ordinary purpose * **Disclaimer**: Oral or written disclaimer using term "merchantability"; writing must be conspicous

Answer 43

* Implied whenever (i) seller has reason to know buyer has particular use for goods, and (ii) buyer is relying on seller's skills to select goods * **Disclaimer**: Warranty can be disclaimed by general language but must be **conspicuous writing**, no oral waiver

Answer 44

* Language makes plain there is no implied warranty (e.g., sold "as is" * Buyer's inspection of goods * Excluded/modified by course of dealing, course of perofrmance, or trade usage

Answer 45

* **Impracticability** * **Frustration of Purpose** * **Recission** * **Release** * **Destruction/damage to identified goods**

Answer 46

Elements: * (i) **Unforeseeable event** has occured; * (ii) Non-occurrrence of event was **basic assumption** on which K was made; and * (iii) Party seeking discharge is not at fault and did not assume risk of event happening Note: Usually arises after K formation, but a fact makning K performance impractical can exist when K is made if party has no reason to know of fact

Answer 47

* Temporary impracticability only **suspends duty** but is discharged if performance is materially more burdensome after impracticability ends (e.g., would need to hire someone else to fill in for you and would be more burdensome to have to hire both) * If seller is able to deliver some goods, must be apportioned among all buyers with whom seller has contracted. Buyer may refuse to accept and may cancel K.

Answer 48

* Unexpected event arises that destroy party’s purpose for entering K, even if performance of K is not rendered impossible * Nonoccurrence of event must have been (i) a basic assumption at time of K, (ii) must be so severe it is not within assumed risks inherent under K, and (iii) party seeking discharge was not at fault. Note: Can arise at time of K if a party has no reason to know a fact exists

Answer 49

* Cancelling of K so as to restore parties to positions before K was made * Grounds for recission must have existed at time K was made * Recission possible by **mutual agreement of parties**, unless third-party beneficiary rights have already vested

Answer 50

Writing that manifests intent to discharge another party from existing duty * **Common Law**: Release must be supported by **consideration** * **UCC**: Written waiver or renunciation signed/delivered by aggrieved party is enough

Answer 51

* **Destruction**: Goods identified when K made are destroyed by no fault of either party before risk of loss passes to buyer; K is avoided, both parties are discharged, neither party is in breach * **Goods damages but not destroyed**: K avoided or buyer can choose to take goods at reduced price, without any other claim against seller * **Risk of loss**: If risk of loss has passed to buyer, K is not avoided and seller may demand performance by buyer

Answer 52

* One to whom promisee wishes to satisfy an obligation or otherwise benefit by promised performance * Has right to bring an action on K if rights vest * Promisor can raise any defense against third-party that he had against original promisee

Answer 53

* One who benefits from a K even though there is no contractual intent to benefit that person * No right to enforce K

Answer 54

Rights of intended beneficiary vest when beneficiary: 1. Detrimentally relies on rights created; 2. Manifests assent to K at one of party's requests; or 3. Files lawsuit to enforce K

Answer 55

* Not allowed when they (i) materially increase the duty or risk of the obligor, or (ii) materially reudce obligor's chance of obtaining performance * Need **present intent** to transfer right immediately * Assignment for consideration is irrevocable * Assignee takes all rights of assignor as K stands at time of assignment, subject to any defenses that could be raised against assignor

Answer 56

* Allowed unless other party to K has **substantial interest** in a specific indvidual's performance * When obligations are delegated, delegator is not released from liability, so delegator is still liable if delegatee does not perform (unless novation occurs) * Delagate's acceptance of delegation constitutes promise to perform delegated duties; promise is enforceable with consideration * **UCC:** Delegation may be treated as creating reasonable grounds for insecurity

Answer 57

Does not affect assignment of rights, but bars delegation of duties (unless circumstances indicate otherwise)

Answer 58

Delegator is only released from liability if other party to K agrees to release delegator as a party to K and substitute a new one

Answer 59

(1) Be in **writing**: Need not be formal contract, can use multiple writings to meet requirements, can be created after promises are made * Sale of $500+ goods: Writing need not contain all K terms, but K not enforceable against party beyond Q shown in K (2) Be **signed** by party to be charged (3) Contain **essential elements** of the deal

Answer 60

* **Marriage**: Agreement in consideration of marriage * **Suretyship**: K to answer for debt/duty of another; unless main purpose of surety is surety's own economic advantage * **One year**: K that cannot be performed within one year after K is made * **UCC**: When K for sale of goods is at least $500, memo must indicate K has been made, identify **parties**, contain a **quantity term**, and be **signed** by party to be charged * **Real Property K**: Applies to Ks for s

Answer 61

If full performance has occured by either party, court will enforce it

Answer 62

* If **full performance** has occured by party seeking to enforce K, K will be fully enforceable * If **part performance** has occured, K will be enforceable to extent money has been paid * No writing required if K involves **specially manufactured goods** for buyer

Answer 63

A K is enforceble against the receiving party if: * (i) **Both** parties are **merchants** * (ii) Party sends a **confirmatory letter/memo** that meets SoF to to other party; and * (iii) Other party knowingly receieves memo and **does not object** in writing within **10 days**

Answer 64

K will be enforced if at least 2/3 acts have occurred: * Purchase **pays** part or all of the purchase price * Purchaser takes **possession** of the land; or * Purchaser **substantially improves** the property

Answer 65

If a party reasonably and detrimentaly relies on a promise, a court may enforce the K against the other party

Answer 66

* Prevents introduction of prior extrinsic evidence that contradicts terms of written K * Applies when a writing is **integrated**: parties intended writing to be their final agreement * **Intent of the parties**: Determines if there is total, partial, or no integration

Answer 67

**Total Integration**: Complete expression of all terms of parties' agreement * Parties cannot introduce extrinsic evidence of prior/contemporaneous understandings or negotiations **Partial Integration**: If writing sets forth only some terms * Parties permitted to introduce supplementary extrinsic evidence of other terms that are **consistent** with writing (not contradictory)

Answer 68

* **Common-Law** ("Four corners" rule: Can only look to writing itself for intent of integration * **Restatement**: If extrinsic term would naturally be omitted, term can be introduced so long as it isn't contradictory * **UCC**: Assumes written K is only a partial integration and allows almost any outside terms, unless there is a merger clause

Answer 69

* Raising a defense to formation or enforcement * Providing condition precedent to existence of K * Interpreting/clarifying ambiguity in K * Subsequent agreement * Collateral deal * **UCC**: Supplementing even apparently unambiguous terms by **evidence of trade usage or course of dealing** (priority, highest to lowest: express terms, course of performance, course of dealing, trade usage)

Answer 70

* Condition must be complied with fully unlesss excused * Substantial performance will not suffice * Enforceable even when failure to meet condition results in denial of compensation

Answer 71

* Conditions which court may find exist because nature of K suggests parties intended condition * Requires only **substantial performance** * UCC: Implies duty of cooperation

Answer 72

* **Condition Precedent**: Condition precedes obligation to perform * **Condition Subsequent**: Condition excuses duty to perform after particular event occurs

Answer 73

* Examined against **objective**, reasonable person standard * **Aesthetic Taste**: Subjective standard, but party must use good faith when assessing satisfaction

Answer 74

* Party whose duty is subject to condition can waive nonmaterial condition by words or conduct * Conditions material to party's primary purpose may be reinstated by the party * Nonmaterial condition may be reinstated if: (i) waiving party communicates retraction of waiver before condition is due; and (ii) other party has not suffered detrimental reliance

Answer 75

If party whose duty is subject to a condition wrongfully prevents/interferes with occurence of that condition, condition is excused and interfering party has duty to perform

Answer 76

Party who chooses to continue with a K after a condition is broken waives condition

Answer 77

Once a party waives a condition, he can be estopped from using condition as a defense if other party **reasonably relied** on waiver

Answer 78

Court may excuse nonmaterial condition if non-occurence would cause disporportionate failure

Answer 79

* A party must **substantially perform** his part of the K * A party who substantially performs may recover on the K even though that party has not rendered full performance * A party who has not substantially performed generally cannot recover damages based on the K, but may be able to recover through restitution * A party who fails to substantially perform is in **material breach** * **Willfull breach** is more likely to be treated as a material breach (i.e. substantial performance is less likely to be found)

Answer 80

* Parties must **strictly perform** all duties under the K, or they will be in breach * Seller: Must **transfer ownership** and **tender goods** conforming to warranty obligations * Buyer: may **inspect goods**, upon acceptance, has an **obligation to pay**. Rejection of conforming tender amounts to breach. * If either tender/goods are nonconforming, buyer has right to accept or reject all or part of the goods, subject to the seller's right to cure * A party who fails to strictly perform is in **material breach**

Answer 81

If a buyer rejects goods as nonconforming, seller has right to cure defective tender if (i) time of performance has not elapsed or (ii) seller had reasonable grounds to believe buyer would accept despite nonconformity

Answer 82

Seller must place goods at disposition of buyer and give buyer notice, if necessary

Answer 83

* UCC allows seller to accept offer to buy goods for prompt or immediate shipment of goods that conform to offer * But shipment of nonconforming goods serves as both rejection and counteroff if seller (a) made no prior promise to ship conforming goods and (b) notifies buyer that nonconforming shipment is merely an accomodation

Answer 84

* Seller must deliver goods to a carrier and make a K for shipment * When K is silent, shipment K is presumed when K requires shipment by third-party carrier * **Risk of loss for unidentified goods**: Passes to buyer when seller gives possession of goods to carrier and makes proper K for shipment

Answer 85

* Seller must deliver goods to palce specified in K and tender them there by holding them at buyer's obligation * **Risk of loss for unidentified goods**: Passes to buyer when seller tenders goods at place specified in K

Answer 86

* Various units of performance divisible into distinct parts * Recovery limited to amount promise for segment of K performed * Damages recoverable for breach of other segments **Note**: Construction contracts are not usually divisible contracts

Answer 87

* Goods delivered in multiple shipments, each to be separately accepted * Perfect-tender rule **does not** apply * Buyer can only reject shipment if nonconformity **substantially impairs the value** to the buyer and cannot be cured * Buyer may cancel K only if nonconforming tender **substantially impairs the value** of the entire K

Answer 88

* Imposed on each party in any contract (Common Law or UCC) * "**Good faith**": Honesty in fact and observance of reasonable commercial standards of fair dealing

Answer 89

**Material breach**: Nonbreaching party does not receive substantial benefit of bargain * Allows nonbreaching party to withold any promised performance and to pursue remedies for breach, including damages **Minor breach**: Breaching party has not substantially performed * Nonbreaching party entitled to pursue remedies for nonmaterial breach (damages) but must perform under K

Answer 90

* Seller msut strictly perform all obligations under K or be in breach * Material breach only applies to installment Ks or when parties stipulate in K

Answer 91

* Repudiation must be **clear and unequivocal** through words or acts * **Nonbreaching party's options**: (i) treat repudiation as breach, (ii) ignore repudiation and demand performance, but suspend any performance if it would increase damages for other party, (iii) if date of performance has passed and only performance left is payment, must wait for actual breach before filing suit * **Retraction of repudiation**: Can be retracted until (i) promisee acts in reliance on repudiation, (ii) accepts repudiation, or (iii) commences action for breach of K * Does not apply to **unilateral Ks**

Answer 92

* Occurs when there is an (i) **unequivocal refusal** of buyer or seller to perform, or (ii) when **reasonable grounds for insecurity** arise and other party fails to provide adequate assurances within reasonable time (not to exceed 30 days) * **Retraction of Repudiation**: Permitted if other party has not called K or materially changed position

Answer 93

* A party can demand assurances (must be in **writing**) if **reasonable grounds for insecurity** about other party's ability to perform (may suspend performance until provided) * Failure to provide **adequate assurances** within reasonable time (limited to 30 days) treated as repudiation

Answer 94

* Intended to put nonbreaching party in same position as if K had been performed * Must be calculated with reasonable certainty * Calculated by comparing value of performance without the breach (i.e., contract price for performance) with value of performance with breach (i.e., FMV of performance) * Expectation damages: loss in value + other loss - cost avoided - loss avoided

Answer 95

* Applies to construction contracts * When cost to fix or complete construction is clearly disproportional to any economic benefit gained, court can award damages equal to **diminution in market price** of property * **Willful breach**: If only completion of K will give nonbreaching party benefit of bargain, can award damages to fix or complete construction even if it causes economic waste

Answer 96

Necessary and usual result of defendant's wrongful act (i.e., loss of value)

Answer 97

Damages that result from breach, but arise out of **special circumstances** unique to plaintiff. In order to recover consequential damages, must prove: * (i) **Foreseeability**: Damages must be **natural and probable consequences** of the breach or contemplated by the parties at time K was formed; * (ii) **Causation**: Plaintiff must show that damages were caused by defendant’s breach; and * (iii) **Certainty**: Plaintiff must prove the dollar amount with reasonable certainty. Note: Consequential damages can be limited or excluded by parties' agreement.

Answer 98

* **Only buyers can seek consequential damages**; sellers permitted to seek consequential damages based on common law * Limitation of consequential damages for **personal injury** in case of consumer goods is prima facie unconscionable * Limitation of damages when loss is **commercial** is not prima facie unconscionable

Answer 99

Compensation for commercially reasonable expenses incurred as a result of other party's breach

Answer 100

Damages stipulated as reasonable estimate of actual damages to be recovered in event of breach. Enforceable if: * (i) Parties intended to agree in advance to damages, * (ii) Stipulated amount was **reasonable** at time of K, bearing some relation to damages that might be sustained, and * (iii) Actual damages would be **uncertain** and **difficult to prove**

Answer 101

* Nonbreaching party has duty to avoid or mitigate its damages by taking reasonable steps that do not involve undue risk, expense, or inconvenience to seek replacements/substitutes for goods and/or services * Failure to mitigate reduces damages that may be recovered by nnonbreaching party

Answer 102

* Restores to a party the benefit conferred on the other party * Measured by increase in the defendant's wealth from having received that benefit

Answer 103

* Nonbreaching party may recover for any benefit conferred on breaching party by way of part performance or reliance * Nonbreaching party **may not recover** restitution if he has fully performed and **only remaining performance** by other party is **payment of money** * Restitution is permitted in cases where nonbreaching party has partially performed a below-market-price contract, otherwise breaching party would profit from its breach. Damages are benefit conferred upon breaching party as measured by amount breaching party would have to pay to secure same performance by third party.

Answer 104

* If P has **not substantially performed**, P cannot recover under K, but may be able to recover restitution for benefit conferred less D's damages for breach * P **cannot recover** if P's breach was **willful** or if K provides nonbreaching party may retain value of breaching party's performance as liquidated damages

Answer 105

* Reasonable out-of-pocket expenses incurred by nonbreaching party * Recoverable if nonbreaching party incurs expenses in reasonable reliance upon promsie that other party would perform * Party **cannot recover both** reliance and expectation damages

Answer 106

**Equitable remedy** possible when **damages are inadequate**. Opposing party can raise **equitable defenses** of laches or unclean hands. Factors considered: * Difficulty of proving damages with reasonable certainty; * Hardship to D; * Balance of equities; * Wishes and understanding of parties; * Practicality of enforcement; and * Mutuality of agreement **Note**: Specific performance is likely to be granted when a good or service is considered **rare or unique** (doesn't necessarily have to be one of a kind). **Gifts to Intended Beneficiary**: Specific perfomrmance may be granted in a suit between parties to a K that gives a gift to an intended beneficiary because nonbreaching party's remedy at law (i.e., money damages) is inadequate.

Answer 107

* **Cancel K**: If breach of installment K goes to the entire K * **Recovery of payments**: Upon cancelation, buyer entitled to recover payments made for tender; on rejection or revoked acceptance, also gets security interest in goods in buyer's possession * **Damages**: Market price minus K price plus incidental and consequential damages * **Cover**: Buyer may purchase similar goods elsewhere and recover replacement price minus K price * **Specific performance**: For unique goods * **Replevin**: Buyer can obtain undelivered goods from seller if at least partial payment is made or buyer is unable to effect cover

Answer 108

* **Rejection**: Buyer can reject goods if he gives notice to seller within **reasonable time** and before acceptance, and is then entitled to return of any payments made or to seek remedies * **Acceptance**: Buyer accepts goods by (i) expressly stating acceptance, (ii) using goods, or (iii) failing to reject goods. To recover damages, buy must give seller timely notice of breach. Damages are difference between value of nonconforming goods and value of conforming tender. * **Right to cure**: Seller has right to cure defective tender if (i) time of performance has not elapsed or (ii) seller had reasonable grounds to believe buyer would accept despite nonconformity

Answer 109

* **Right to price**: Seller may recover full price if (i) buyer accepted goods; (ii) conforming goods are destroyed or lost after risk has shifted to buyer; or (iii) seller cannot reasonably sell identified goods * **Right to reclaim goods**: From insolvent buyer if he maeks demand within 10 days after buyer receives goods * **Stoppage of goods in transit**: Permitted if buyer breaches or is insolvent * **Wrongful rejection by buyer**: Seller can collect damages, resell goods, or recover price

Answer 110

* A seller of goods who resells goods to a different buyer after original buyer breached. Goods sold to second buyer would have been sold to them even if original buyer had not breached K. * If buyer wrongfully rejects goods by seller, seller can recover lost profits.

Answer 111

Seller is excused if goods are totally destroyed through no fault of seller prior to risk of loss being shifted to buyer

Answer 112

Goods are identified to the contract under the UCC when the seller ships, marks, or otherwise designates them as goods to which the contract refers

Answer 113

* **Seller's Breach**: Risk of loss remains on seller until buyer accepts or there is a cure * **Buyer's Breach**: If buyer breaches/repudiates after goods have been identified but before risk of loss shifts, risk immediately shifts to buyer

Answer 114

* Four years after cause of action accrues (i.e., when breach occurs) * Parties may reduce limitations period to no less than one year, but they may not extend it

Answer 115

* Parties to contract for sale of goods may agree that one party has right to decide specific term regarding performance at later date * When party fails to seasonably make the specification, and that specification would "materially affect" the other party's performance, the injured party may be excused from his own performance and treat the failure to select as a breach

Answer 116

* Parties should not be bound by terms that they would not expect to find in a K unless those terms were called to their attention

Answer 117

* Requires all parties to use best efforts to carry out intent of K to prevent it from being ullusory when scope of party's performance is omitted/unclear

Answer 118

* Requires party to be bound by K term even if that party is not subjectively aware of it