Contracts Flashcards
When does SOF apply to UCC contract?
Sale of goods of $500 or more
Exceptions to SOF barring a UCC contract when not in writing
1) Goods have been received and accepted; OR
2) Specially manufactured goods
How does a buyer accept goods?
Affirmative act or failure to reject in a reasonable time.
When may a buyer revoke acceptance?
When there is a defect that substantially impairs the value of the goods to the buyer and the buyer has a reason for its delay in raising an objection
Exercise of ownership after revocation
Must stop using unless it is commercially reasonable
When does a written memo take a contract outside the statute of frauds?
If an oral agreement is later memorialized by a written memorandum, it is enforceable if the signd written memorandum (1) identifies the subject of the contract; (2) is sufficient to indicate a contract has been made, and (3) includes the essential terms of such contract (NEED NOT INCLUE PRICE)
When is specific performance appropriate in VA?
If there is no adequate remedy at law and the terms of the contract are sufficiently definite. Doubts should be resolved in favor of granting specific performance.
What two special areasis specific performance more likely to be granted
Contracts for Real Property and contracts for or unique goods
Restitution damages
seeks to restore to a party the benefit conferred on the other party. Seeks to prevent unjust enrichment
What is a good for the purpose of UCC Art. 2?
Movable, tangible. Not a service, not real property
Implied Warranty of Merchantability
When seller is a merchant of the product at issue, implied goods fit for their ordinary purpose
How to disclaim implied warranty of merchantability
Use “merchantability.” Or (and this is for both implied warranties) use “as is,” “with all faults,” or similar language.
Can be oral or in writing. If in writing, must be conspicuous.
Implied warranty of fitness for a particular purpose
Warranty that goods are fit for a particular purpose when seller has reason to know that (1) the buyer has a particular use for the goods; and (2) the buyer is relying upon the seller’s skill to select the goods.
Waiver of implied warranty of fitness for a particular purpose.
Can use general language. If in writing, must be. conspicuous.
General ways to disclaim either implied warranty
1) As is language
2) Buyer’s Inspection of goods (either actual inspection or refusal to inspect after demand by seller)
3) Course of dealing or performance or trade usage
The maximum amount of time an offer can be irrevocable
Three months
Are attorneys fees available in contracts claims?
No, absent a contractual provision to the contrary
Availability of punitive damages
Unavailable absent 1) willful or wanton conduct; or 2) recklessness as evinces a conscious disregard for the safety of others
Knock Out Rule
Different terms in the offer and acceptance for a UCC contract nullify each other and the court fills the gaps to patch holes in K
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