Contracts

Question 1

Under common law, can the promise to refrain from suing on a claim constitute consideration?

Answer 1

yes

Question 2

Under a mixed contract with goods and services, which law applies?

Answer 2

Predominant purpose of the contract controls which law applies

Question 3

What are the elements of a merchant’s firm offer under UCC?

Answer 3

Requires
1) offer by a Merchant to buy/sell goods,
2) in a signed writing,
3) stating offer will be held open (but irrevocability cannot exceed 3 months),
4) separately signed by offeror (if form provided by offeree)

Question 4

Is consideration required for merchant’s firm offer?

Answer 4

No

Question 5

Under the UCC, when can additional or different terms be included?

Answer 5

Only if:
1) both parties are merchants
2) the term is not a material change
3) Offer does not expressly limit acceptance to the exact offer; AND
4) no objection made within a reasonable time

Question 6

When is an implied-in-fact contract created?

Answer 6

When
1) conduct is intentional AND
2) each party has reason to know other party will interpret conduct as an agreement

Question 7

What terms are required in a real property contract?

Answer 7

Sufficient description of land AND price

Question 8

What terms are required for UCC contracts?

Answer 8

Only quantity is essential

Question 9

What terms are required for common law contracts?

Answer 9

Parties
Subject Matter
Price
Time for performance

Question 10

When does the doctrine of promissory Estoppel apply?

Answer 10

When
1) a party reasonably & foreseeably relied to their detriment on another party’s promise,
2) promisor reasonably expected a change of position in reliance, AND
3) it’s necessary to avoid injustice

Question 11

What is required for contract modifications under the UCC?

Answer 11

No consideration, but modification must be in good faith.

Also must have a writing if the modification brings the contract into the SOF, or if original contract required modifications in writing.

Question 12

What are the exceptions to pre-existing duty rule?

Answer 12

1) Addition or change in performance
2) Unforeseen circumstances – fair and equitable modification due to severe unanticipated circumstances and contract isn’t fully performed by either party OR
3) Third party promise, duty owned to third person

Question 13

When is a contract voidable by a mistaken party?

Answer 13

If
A) one party knew or head reason to know of the mistake; OR
b) mistake makes contract unconscionable

Question 14

What is not allowed with respect to a UCC outputs/requirement contract?

Answer 14

An unreasonably disproportionate increase in quantity is not allowed

Question 15

What is the exception to SOF for partial performance in a land contract?

Answer 15

Need 2/3 of the following:
1) made payment for land;
2) took possession of land, and or
3) made valuable improvements to land

Question 16

For a shipment contract, when does ROL pass to the buyer?

Answer 16

When goods delivered to carrier

Question 17

For a destination contract, when does ROL pass to the buyer?

Answer 17

When goods are delivered to the buyer

Question 18

If the contract does not specify and an independent carrier ships, is a shipment or destination contract presumed?

Answer 18

Shipment contract

Question 19

When does a seller get the right to cure?

Answer 19

If
a) time for performance has not yet expired; OR
b) if seller had reasonable grounds that substitute goods would be accepted

Question 20

When can a buyer reject an installment from an installment contract?

Answer 20

Only if
1) non-conformity substantially impairs that installment AND
2) time to cure has passed

Question 21

When is performance discharged due to impracticability?

Answer 21

When
1) an event occurs after contract formation
2) that is unanticipated by both parties,
3) making performance extremely and unreasonably difficult/expensive