Contracts

Question 1

UCC Mutual Mistake

Answer 1

Voidable by affected party if:

• basic assumption
• material effect
• no assumption of risk

Question 2

Unconscionability

Answer 2

At time entered into:

1. unfair bargaining power (procedural)
2. unfair terms (substantive)

Question 3

Modify contract
CL
UCC

Answer 3

CL: fair and equitable & unforeseen circumstnaces
UCC: good faith

Question 4

Material benefit rule

Answer 4

Enforce past consideration if:

1. material benefit confered
2. not intended to be gift
3. enforce to extent proportional to gift

Question 5

Duress

Answer 5

1. threat
2. no altenrative
3. gave into threat

Question 6

Additional Terms - UCC

Answer 6

Individual: valid contract doesn’t include terms
Merchant:
-

Question 7

Replevy

Answer 7

Partial payment of goods
Seller has not delivered by buyer has paid
buyer may recover goods from seller is seller becomes insolvent w/in 10 dyas after recieiving payment or if consumer goods

Question 8

No SoF - goods

Answer 8

partial accpetance/payment of goods - enforceable up to acceptance
custom goods - fully enforceable
- substantial begining
- custom made guoods
- not suitable to be sold elsewhere

Question 9

Vioaltes SoF - Land

Answer 9

Conveyance of land = valid contract
Possession, payment, improvements
Detrimental reliance + continuing assent of person against whom enforcement is sought

Question 10

is “no oral revision” enforced?

Answer 10

Common law: not enforced

UCC: will be enforced

Question 11

Perfect Tender Rule + installment K

Answer 11

Does not apply (must accept if there are adequate assurances to fix the issue unless usbstantially impairs the value of hte installment

Question 12

What kind of warranties can you disclaim? // how to limit recovery

Answer 12

Only implied warranties (ie ‘as is’) - must be conspicuous
Can limit express & implied warranty recovery if not unconscionable

Cannot limit recovery on personal injury for consumer goods

Question 13

Risk of Loss Scheme

Answer 13

1. Contract terms control
2. breaching party
3. No common carrier
   a) Seller is non-merchant: upon tender
   b) Seller is merchant: when buyer recieves
4. Common Carrier
   a) shipping K (FOB Seller’s city) - shifts when deposit with common carrier
   b) destination K (FOV bueyr’s city)

Question 14

Repudiation & Recovery

Answer 14

Breach & Sue
Suspend performance & Sue
Treat like recission & Act like contract discharged
Ignore & Wait

Can w/ draw repudaition if other hasn’t relied, cancelled, indicated repudiation final

Request for adequate assurances: writing, respond in reasonable time/ 30 days,

Question 15

How to cancel contract

Answer 15

Recission - mutually agree to cancel contract // each party must have remaining performance
Modification
Accord & satisfaction - bona finde dispute & satisfaction of new agreement
Novation

Question 16

Impossibility/ impracticable

Answer 16

Event, the non occurence of which was a basic assumption of the contract, neither party assumed the risk
makes performance impossible/ impracticable

Objectively impossible/ imrpacticable

Question 17

Frustration of purpsoe

Answer 17

Unforeseeable act

Purpose of K destroyed

Question 18

Exception to assumption of risk

Answer 18

1. intetnionally/ recklessly/ grossly negligence causes harm.
2. bargainin power is grossly unequal
3. overridiign public interest

Question 19

Is breach material? Consider …

Answer 19

benefit to nonbreaching party
adequacy of compensation for damages to injured party
aprt performance by breaching party
hardship to breaching party
negligent/ willful behavior of breaching party
likelihood breaching party will perform remainder of K

Question 20

Installment K & nonconforming

Answer 20

Must accept installment if seller gives adequate assurance of defenct’s cure
No need to accept if installment substantially impairs value of isntallment & can’t be cured

Question 21

How to revoke

Answer 21

1. reasonable time
2. no substantial change in goods
3. defect substantially imapris value
4. buyer had reasnoble bleief defect would be cured
   difficulty of discovery/ seller’s assurance godos conformed

Question 22

When can seller cure

Answer 22

before performance was expected

after if selelr thoguht goods would be acceptabe in reasonable time

Question 23

Recovery for recsiion of K

Answer 23

Recision: K is voidable & rescinded (in bilateral K where netiher performed)
Return to status quo

Question 24

When to reform k?

Answer 24

mistake

misrepresentation of writing

Question 25

Who can creditor/ donee bfy sue?

Answer 25

Creditor: owed debt by promisee - can use promisee or promissor
Donee: cannot sue promsiee unless detrimnetally relied

Question 26

Promisor’s defenses against 3rd

Answer 26

use defenses against promissee
absolute promise to pay (will pay bfy 5k in exchange for services): raise promisee’s defenses against 3rd
non-absolute: (whatever you owe bfy) can only raise promissOR’s (own) defenses agsint 3rd

Question 27

Can promisee sue promissor?

Answer 27

Done bfy: EE can sue Or 9usually smalle dms)

Creditor bfy: EE can recover

Question 28

assignment revocable?

Answer 28

for value: irrevocable
gratuitous: revocable

revoked by bankruptcy, notice of revocation, assignor taking performance directly from boligor, subequent assignment of same right by assignor to other.

Question 29

Who can assignee sue?

Answer 29

Assignee can use obligor or assignor for breach of warranties

Question 30

warranties in assingment

Answer 30

no prior assignment
right exists & no undisclosed defenses
won’t interfer w/ assigned risk

Question 31

can nondelegating party sue?

who can obligee sue?

Answer 31

no - no privity of contract
obligee can sue delegator for non-performance by delegatee; obligee can requrie delegatee perform only if there is assumption

Question 32

How to revoke acceptance

Answer 32

Generally, cannot revoke after you accept. (If rightfully revoke acceptance - risk of loss treated as if on seller whole time)
Can if:
1. nonconformity substnatilly imapris value
2. accepted goods because he had reasonable belief nonconformity would be cured or didn’t discover b/c difficult to discover or b/c of seller’s assurances
3. revokes within reasonable time after
4. revokes befores ubstantial change in condition of goods caused by their own defect

Question 33

Risk of loss - identified goods

Answer 33

If buyer breaches, but goods have not passed to buyer yet and the idnefiied goods are damaged, to extent seller’s insurance does not cover UCC allows risk of loss to pass to buyer for “reasonable time when buyer breaches K before goods pass to him.

Question 34

Response to nonconfomring godo

Answer 34

reject & sue
accept & pay
reject & accept (must pay seller full value of any accepted items)

Question 35

Who bears the burden of showing that a condition is satisfied?

Answer 35

the person who would benefit (i will pay when i am able - should be provne by the person who will be paid - not the person to be padi)

Question 36

what is the remedy for conversion?

Answer 36

FMV of the item sold

Question 37

Construe ambiguous vs. absnet language

Answer 37

ambiguous - construe against drafter

absent - reasonbale for both

Question 38

“buyer iwll make selection by march 31”

Answer 38

This statement is not an express conditino - it is a delay in the contractor’s original duty to contract. Under UCC, if buyer delays making selection contract is not breached.

If there is delay & delay materially affects seller, then the seller is excused from any delay resulting.