CONTRACTS

Question 1

ASSIGNABLE CONTRACTS

Answer 1

GENERALLY, ALL CONTRACTUAL RIGHTS MAY BE ASSIGNED. AT CL, REQUIREMENTS AND OUTPUT K’S ARE NOT ASSIGNABLE, BUT UNDER THE UCCC, REQUIREMENTS AND OUTPUT K’S ARE ASSIGNABLE AS LONG AS THE ASSIGNEE DOES NOT DISPROPORTIONATELY ALTER THE CONTEMPLATED QUANTITY.

Question 2

NON-DISCLOSURE AS DEFENSE TO ENFORCEABILITY

Answer 2

NON-DISCLOSURE OF A FACT IS EQUIVILAENT TO A FRAUDULENT ASSERTION IF THE MAKER: 1: KNOWS THE DISCLOSURE IS NECESSARY TO PREVENT A PREVIOUS ASSERTION FROM BEING FRAUDULENT; 2: KNOWS THE DISCLOSURE WOULD CORRECT A MISTAKE AS TO A BASIC ASSUMPTION ON WHICH THE PARTY WAS MAKING THE K; 3: KNOWS THE DISCLOSURE WOULD CORRECT A MISTAKE AS TO THE CONTENTS OR EFFECT OF A WRITING; OR 4: IS IN A RELATIONSHIP OF TRUST AND CONFIDENCE WITH THE OTEHR PARTY