Contracts Flashcards
Do you have any remedies if you receive a unilateral offer and the offer is revoked, but you spent money in reliance on the offer
Yes, you can recover reliance damages
Does a demand for reasonable assurances need to be in writing?
Yes
Can you make a demand for assurances based on a rumor?
Yes, even if that rumor turns out to be false later
Can a statement of opinion ever be considered fact?
Yes, if it is made to seem like a fact based on knowledge the other party doesn’t know
If in a contract, one party’s performance will take a period of time and the other’s won’t, then when does the other need to perform?
they do not need to perform until the other has, unless the contract says otherwise
when is a contract voidable due to intoxication?
Only if the non-intoxicated party knows about the intoxication
Can a breaching party ever get damages?
Yes, restitution damages
Can a general disclaimer of warranties disclaim an express warranty?
No
When a buyer receives goods on credit, and the seller learns that the buyer is insolvent, what may the seller do?
the seller may reclaim the goods, provided a demand is made within 10 days after the buyer’s receipt of the goods. Although this 10-day limit does not apply if the seller receives assurances of the buyer’s solvency within three months before the delivery of the goods, such assurances must be in writing.
Is threat of criminal prosecution enough to constitute duress?
Yes, even if the person accused is guilty
Is a clause that prohibits oral modification enforceable?
Only under the UCC
In an auction, if a higher bid is accepted and then withdrawn, is the next highest bid enforceable?
No
What are the general requirements for contract damages?
They must be foreseeable and able to be proven with reasonable certainty
When are punitive damages available in contract actions
Rarely, typically they are only recoverable if the conduct constituting the breach is also a tort for which punitive damages are available.
If, following a misrepresentation but before the deceived party has avoided the contract, the facts are cured so as to be in accord with the facts that were previously misrepresented is the contract voidable?
No
Can a minor void a contract after reaching majority?
Yes, they have a reasonable time (aka their ability to void doesn’t end the day they turn 18)
Does SOF invalidate a contract where the goods sold have already been transferred?
No
Would, “I won’t be able to buy the car unless I get inheritance” be a condition precedent?
Yes
How long is a firm offer irrevocable for?
The stated time period, where such period is three months or less
Firm offer
A firm offer made by the offeror in a signed writing is irrevocable for the stated time period, where such period is three months or less, provided that the offeror is a merchant
What is the damages of an implied-in-law contract?
the value of the benefit conferred upon the party
Under the mailbox rule, if an acceptance is sent and then a rejection, is the acceptance valid?
Yes and it creates a contract
But exception: Rejection is received first and offeror relies on it
If rejection is sent first and then an acceptance, does mailbox rule apply?
No, whatever is received first applies
After a contract is formed, can additional terms be added?
Only with the consent of both parties (true under UCC and common law)
Is there an implied duty to mitigate damages under contracts?
Yes and so there is a duty to timely notify the other party of issues
What is looked for for an unconscionable defense?
unfair bargaining power at the time the contract was entered into
What kind of mistake does a mistake defense require?
a mistake as to a material fact that goes to the heart of the contract
What does impracticability defense need?
the subject matter of the contract to be destroyed by an unforeseeable event
Can the warranty for a particular purpose or a generally warranty of merchantability be disclaimed?
Yes, and it can be done generally as long as it is in writing and conspicuous
Is an as is sale enough to disclaim implied warranties?
Yes
Failure of a promise vs. failure of a condition
Failure of promise = breach
failure of condition = relieves a duty to perform
Does failure of a condition precedent give rise to damages?
No
Implied in fact contract
contract through conduct that qualifies as assent (ex: you go to restaurant)
Implied in law contract
Quasi-Contract
o Look for unjust enrichment
o Creates an agreement
o Applies when you don’t have an actual contract
When are modifications enforceable under the UCC?
as long as they are in good faith
owner sells ring to buyer, whose check bounces. Buyer sells ring to bfp third party. Can owner sue third party?
No, the law protects third parties who are good faith purchasers for value
When a request for adequate assurances has been made, how must the other company provide assurances?
the other company must provide assurances in writing within 30 days
What happens if assurances are not provided timely?
the requesting party is then allowed to treat the contract as repudiated, but they must do so in order for there to no longer be a contract
Is contradictory evidence and supplemental evidence barred by the parol evidence rule?
Yes to contradictory but not to supplemental
Are defenses grounds for modification?
No, they are only grounds for recission
Under UCC who retains the risk of loss?
merchant seller retains the risk of loss until the buyer receives the goods unless a contract says otherwise
EXCEPTION: If the buyer is in breach the risk of loss passes to the buyer for any loss not covered by store’s insurance
Non-merchant seller, the loss transfers to the buyer once delivery has been tendered
Are liquidated damages clauses valid?
Yes, as long as they are not a penalty
When are liquidated damages seen as a penalty
They are a penalty when they are a lot over the actual damages or are extremely unreasonable at time of contracting
