Contracts Flashcards
What defenses can a promisor raise against a third beneficiary to a contract?
A promisor can raise any defense that the promisor had against the original promisee
What is an offer
An objective manifestation of an intent to be bound
When is commercial impracticability a defense to formation
When unforeseen circumstances not contemplated by the parties cause a seller’s timely delivery of goods to be commercially impracticable and the seller was not at fault for the circumstances
What happens if there is only partial impracticability under the UCC
The seller must allocate production and deliveries among his customers, in any manner that is fair and reasonable. Must also notify the buyer seasonably taht there will be a delay or non-delivery
When is failure to comply with the SoF excused
When payment has been made and accepted
What is the implied warranty of merchantability
The implied warranty of merchantability applies whenever the seller is a merchant who deals in the kind of goods involved in the transaction. To be merchantable, goods must be fit for their ordinary purpose and pass without objection in the trade under the contract description. A breach of this warranty must have been present at the time of sale
What is the implied warranty of fitness for a particular purpose
When a seller at the time of contracting has reason to know of any particular purpose for which the goods are required, and that the buyer is relying on the seller’s skill or judgment to select or furnish suitable good, there is implied warrant of FPP
What must the party seeking enforcement prove under the IWFPP
Preponderance of the evidence that the seller had reason to know the particular purpose and that the buyer was relying on the seller’s skill/judgment. Buyer must establish that they in fact did rely on their knowledge/skill.
When can a buyer revoke acceptance under the UCC
When the goods are nonconforming and the nonconfrmity substantially impairs the value and (1) buyer accepted the goods on the reasonable beliefe that hte seller could cure the conformity, but the seller has failed to do so or (2) the buyer accepted the goods without discovery of the nonconformity and such acceptance was reasonably induced either by the difficulty of discovering the nonconformity before acceptance or because the seller gave assurances
What must a buyer do to revoke
(1) give notice to the seller (2) within a reasonable time
Does the UCC authorize attorneys’ fees
No
When is an agreement not to sue sufficient consideration
(1) the claim or defense is valid or (2) subject to good faith dispute or (3) party honestly believes that the claim or defense may be valid
Define quantum meruit
A plaintiff can obtain restitutionary recovery under a theory of quantum meruit where (1) the plaintiff conferred a measurable benefit on the benefit (2) the plaintiff acted without gratuitous intent and (3) it would be unfair to let the defendant retain the benefit because the defendant had an opportunity to decline the benefit but knowingly accepted it, or the plaintiff had a reasonable excuse for not giving the defendant such opportunity
What is the VA requirement for quantum meruit
In Virginia, a claim for quantum meruit arises when one party requests a service be performed by the other, but there was insufficient discussion of the terms to create an express contract.
