CONTRACTS

Question 1

SOF exceptions performance UCC

Answer 1

A writing is not required where

the K is for “specially manufactured” goods not suitable for resale in the ordinary course of the seller’s business AND

the seller has made a substantial beginning of their mfr or commitments for their procurement.

*Example manufacturer of copper tubing had installed special equipment for the manufacture of the tubing to a retail seller’s specifications and had completed a portion of the order when the retailer seller calls and cancels its order. The retail seller is in breach and the contract is FULLY ENFORCEABLE.

Question 2

SOF exception performance land sale contracts // land installment K // lease

Answer 2

A promise creating an interest in land must be in writing to be enforceable. Under the PART PERFORMANCE DOCTRINE, conduct that UNEQUIVOCALLY indicates that the parties have contracted for the sale of land will take the K out of the SOF. However, with respect to land installment contracts, in the absence of other facts (e.g. large down payment), possession + payment is not enough and does NOT UNEQUIVOCALLY indicate a K for the sale of land. These facts are as consistent with the existence of a landlord-tenant relationship/lease as with the existence of an oral contract for the sale of land.

Question 3

What is the legal significance of a contractor’s duty to construct a building when the work in progress is destroyed?

Answer 3

A contractor’s duty to construct a building is not discharged by destruction of the work in progress (construction is not rendered impossible; the contractor can still rebuild.

But, if the destruction was not caused by the contractor, most courts will excuse the contractor from meeting the og deadline).

Question 4

Installment Contracts exception to the perfect tender rule

Answer 4

An installment can be rejected only if:

1. NC goods sub. impairs value of that installment AND
2. Seller can’t cure

The whole K is breached if NC goods subst. impairs value of ENTIRE K

Question 5

What is reclamation?

Answer 5

Reclamation is the seller’s right to recover goods.

If S learns B received del. of goods on credit while insolvent –> S may reclaim goods upon demand make w/in 10 days after B receipt.

1. B insolvent AND
2. S makes demand within 10 days of RECEIPT.

10 day limitation extended if:

1. B misrepresented solvency
2. in writing to the particular S
3. within 3 months before delivery.

Question 6

Replevin/replevy

Answer 6

nonmonetary remedy under Art. 2.

If a buyer

1. has made at least part payment of the purchase price of goods that have been identified under a K AND
2. S has not delivered the goods

the buyer may replevy/recover the goods from the seller if:

the seller becomes insolvent within 10 days after receiving the buyer’s first payment OR

the goods were purchased for personal, family, or household purposes.

In either case, the buyer must tender any unpaid portion of the purchase price to seller.

Question 7

Risk of loss rules

Answer 7

Delivery of common carriers: ROL passes when seller completes delivery obligations.

Shipment contract: buyer bears ROL before receiving goods.

Merchant seller bears ROL until the buyer receives the goods.

Nonmcerhant sellers pass ROL as soon as they tender the goods.