Contracts

Question 0

Accord and satisfaction - Creditor/debtor

Answer 0

Only valid when there is a dispute re: validity/amount or payment is of different type than that under og K.

Question 1

UCC - Written modification clauses

Answer 1

“Parties may prohibit oral modification”

M to non-M –> signed separately
M to M –> binding

Question 2

Accord vs substitute Ks

Answer 2

Turns on formality

Question 3

Promise to not bring a claim as consideration

Answer 3

honest belief as to the validity

and there must be a reasonable basis

Question 4

Promissory Estoppel

Answer 4

i) reasonably expect it to induce action
ii) does induce such action
iii) Injustice

Question 5

Charitable subscriptions

Answer 5

Enforced under PE but must be written

Question 6

Voidable K based on unilateral Mistake

Answer 6

1) mistaken party did not bear the risk and
2)

i) unconscionable
ii) The non-mistaken party:

a) Failed to disclose the mistake despite knowing or having a reason to know that the other party was mistaken or having a duty to disclose the fact about which the other party was mistaken; or
b) Caused the mistake

Question 7

Cure of misrepresentation

Answer 7

• before the deceived party has avoided the contract,
• cured
• then the contract will no longer be voidable

Question 8

Effect of duress

Answer 8

Physical duress –> void

Other duress –> voidable

Question 9

PER partial integration

Answer 9

“permitted to introduce supplementary extrinsic evidence (oral or written) of other terms as long as the evidence is consistent with the writing

Question 10

PER inapplicable situations

Answer 10

1. Defenses
2. Excuse
3. Separate deal
4. Condition precedent
5. Ambiguity

Question 11

Buyer right to inspect goods

Answer 11

“inspection may occur at any reasonable time and place and in any reasonable manner”

Question 12

UCC nonconforming tender in installment K

Answer 12

“buyer may cancel the contract only if the nonconformity substantially impairs the value of the entire contract to the buyer”

Question 13

Retraction of repudiation

Answer 13

(i) acts in reliance on the repudiation,
(ii) signifies acceptance of the repudiation, or
(iii) commences an action for breach of contract.

Question 14

Merchant

Answer 14

person who deals in the kind of goods involved in the transaction or
holds himself out as one with special knowledge or skill concerning the practices or goods involved in the transaction

Question 15

UCC firm offer

Answer 15

• words of firmness
• signed by M
• writing
• 90 day limit

Question 16

UCC - when new terms control

Answer 16

i) They materially alter the original contract;
ii) The offer expressly limits acceptance to the terms of the offer
iii) “The offeror has already objected to the additional terms or objects within a reasonable time after notice of them was received.”

Question 17

UCC- SOF exceptions

Answer 17

1. Unique goods
2. Court admission
3. Performance

Question 18

UCC failure of a source of supply

Answer 18

“Courts will excuse performance when the parties have specifically identified the source in the contract.”

Excerpt From: Themis Bar Review, LLC. “Advanced Sales.” Themis Bar Review, LLC, 2013-03-06T07:00:00+00:00. iBooks.
This material may be protected by copyright.

Question 19

Adequacy of assurance

Answer 19

Depends on facts of the individual case.

Between merchants, the adequacy of any assurance offered is to be determined according to commercial standards.

After reasonable time not to exceed 30 days =’repudiation

Excerpt From: Themis Bar Review, LLC. “Advanced Sales.” Themis Bar Review, LLC, 2013-03-06T07:00:00+00:00. iBooks.
This material may be protected by copyright.

Question 20

PER

Answer 20

“the terms in the writing cannot be contradicted by extrinsic evidence of a prior agreement or a contemporaneous oral agreement”

Excerpt From: Themis Bar Review, LLC. “Advanced Sales.” Themis Bar Review, LLC, 2013-03-06T07:00:00+00:00. iBooks.
This material may be protected by copyright.

Question 21

Tender of delivery

Answer 21

“seller must put and hold conforming goods at the buyer’s disposition for a sufficient time for the buyer to take delivery”

Excerpt From: Themis Bar Review, LLC. “Advanced Sales.” Themis Bar Review, LLC, 2013-03-06T07:00:00+00:00. iBooks.
This material may be protected by copyright.

Question 22

Shipment Ks - Seller duty

Answer 22

put the goods into the hands of a carrier,
make a reasonable contract for shipment,
promptly tender the shipping documents to the buyer, and promptly notify the buyer of the shipment.

Question 23

Proper rejection of goods

Answer 23

Notify seller w/n reasonable time

Notify seller of particular defect

Question 24

Buyer duty post-rejection

Answer 24

Security interest? “buyer may hold the goods and resell them in good faith in a commercially reasonable manner, but he must account to the seller for any excess over the amount of the buyer’s security interest”

No security interest? “obligated to hold the rejected goods with reasonable care at the seller’s disposition for a time sufficient to permit the seller to remove them.

Question 25

Seller’s right to cure

Answer 25

1. Right to correct w/n K time
2. If seller had reasonable belief that non-conforming goods would be tendered … Seller gets reasonable further time

Reasonable grounds = “prior course of dealing between the parties or trade usage”

Question 26

Revocation of acceptance of goods

Answer 26

1 substantial impairment and

• seller failed to correct after promising to
• nonconformity undiscovered due to difficulty or seller assurances to contrary

Question 27

Excluding warranties

Answer 27

Merchantability - oral ok

Fitness - conspicuous writing only

Question 28

Liquidated damages

Answer 28

“only at an amount that is reasonable in light of the anticipated or actual harm caused by the breach”

Excerpt From: Themis Bar Review, LLC. “Advanced Sales.” Themis Bar Review, LLC, 2013-03-06T07:00:00+00:00. iBooks.
This material may be protected by copyright.

Question 29

SOL sales Ks

Answer 29

4 years after coa accrues

• may be reduced to not less than 1 year

Question 30

What is anticipatory repudiation

Answer 30

“occurs when a party unequivocally states her unwillingness to perform under the contract or fails to provide, upon proper demand, adequate assurances of performance”

Excerpt From: Themis Bar Review, LLC. “Advanced Sales.” Themis Bar Review, LLC, 2013-03-06T07:00:00+00:00. iBooks.
This material may be protected by copyright.

Question 31

Effect of repudiation

Answer 31

If “repudiation substantially impairs the value of the contract”

• await performance for commercially reasonable time
• immediately seek available remedies

Question 32

NY modification K

Answer 32

modified contracts do not require new or additional consideration to be enforceable, provided that the modification is in

• writing
• signed by the party to be charged

Question 33

Modification of services K

Answer 33

because modification of a services contract must be supported by consideration. Or some circumstances that were not anticipated when the contract was made must have arisen, and modification is fair and equitable in light of those circumstances

Question 35

When does an insurance interest attach

Answer 35

upon the identification of the goods. Where the contract is for future goods (i.e., goods that are not both existing and identified), the buyer does not acquire an insurable interest until the seller designates goods as those to which the contract refers, unless the parties have explicitly agreed otherwise. Since the dairy did not select a tank trailer from the retailer’s inventory or otherwise select a specific

Question 36

Intended bennies (awareness/id)

Answer 36

Need not be specifically assigned nor aware until attempt to recover

Question 37

Unconscionable timeframe

Answer 37

The contract or part of the contract at issue must have been offensive at the time it was made.

Question 38

To bring an action as an intended beneficiary

Answer 38

(i) a contract between A and B;
(ii) the clear or manifest intent of A and B that the contract primarily and directly benefit the third party;
(iii) a breach of the contract by either A or B; and
(iv) damages to the third party resulting from the breach.