contracts 2

Question 1

when is ambiguity a reason for not enforcing a contract?

Answer 1

1. a material term open to at least two reasonable interpretations
2. each party attaches different meaning
3. neither party knows the term is open to at least two reasonable interpretations.

Question 2

what are the delivery obligations for a seller under a shipment contract?

Answer 2

1. get goods to common carrier
2. make reasonable arrangements
3. notify buyer.

Question 3

what are the delivery obligations for a seller under a destination contract?

Answer 3

obligation not satisfied until buyer receives item.

Question 4

what is implied warrant of merchantability?

Answer 4

merchant seller of goods of that kind, fit for the purpose

Question 5

what is implied warranty of fitness for particular purpose

Answer 5

buyer relies on sellers jnowledge, good fit for purpose

Question 6

can you disclaim an express warranty?

Answer 6

no.

Question 7

what does perfect tender apply to?

Answer 7

the sale of goods

Question 8

what if goods or delivery do not comply with contract?

Answer 8

buyer has right to reject, must take reasonable care and not use them.

Question 9

when it comes to installment contracts when can a buyer reject?

Answer 9

when there has been a substantial impairment.

Question 10

if buyer accepts goods, what happens?

Answer 10

he cannot reject them.

Question 11

what happens when you fail to reject?

Answer 11

it is seen as acceptance.

Question 12

what is required for revocation of acceptance?

Answer 12

1. nonconformity that substantially impairs value
2. buyer relied of sellers assurance/excuse
3. revocation within a reasonable time after discovery of nonconformity

Question 13

how do you identify a third party beneficiary problem?

Answer 13

1. look for two parties contracting with the common intent of benefit to a third party

Question 14

what is the vocabulary for third party beneficiary?

Answer 14

1. promisor - person who makes the promise to pay tpb
2. promisee - the one who gets the benefit
3. third party beneficiary - gets benefit

Question 15

when can a third party beneficiary agreement not be canceled?

Answer 15

when third party has 1) knowledge of agreement and 2) relies or agrees.

Question 16

who can sue who under third party beneficiary?

Answer 16

1. tpb can sue promisor
2. promisee can sue promisor
3. generally beneficiary cannot recover from promisee unless its to a preexisting debt

Question 17

what are defenses to a third party beneficiary problem?

Answer 17

promisor can use any defense it has against promisee against beneficiary.

Question 18

what is an assignment?

Answer 18

transfers right to a third party.

Question 19

what is assignment vocabulary?

Answer 19

1. assignee - not a party
2. assignor - transfers rights
3. obligor - person who has to pay assignee

Question 20

what are the limitations to a assignment?

Answer 20

if it prohibits assignments, the assignor is liable but the assignee can enforce the contract if it didnt know.

Question 21

if there is nothing in the contract about assignment what happens?

Answer 21

its valid unless it substantially changes the duties of the obligor.

Question 22

what kind of assignments can be revoked?

Answer 22

gratuitous ones, free of consideration.

Question 23

under assignments, who can sue who?

Answer 23

1. assignee can sue obligor

2. assignor for consideration cannot recover from obligor

Question 24

payment by obligor to assignor is effective until?

Answer 24

until obligor knows of assignment

Question 25

in an assignment for consideration, the assignor warrants what?

Answer 25

1) the right assigned actually exists
2) the right assigned is not subject to any defenses
3) the assignor will do nothing after the assignment to impair the value

Question 26

what happens if there is multiple gratuitous assignments?

Answer 26

last assignee generally wins

Question 27

what happens if there are multiple assignments for consideration?

Answer 27

first assignee wins

Question 28

what is a delegation?

Answer 28

transfer of duties

Question 29

when are delegations limited?

Answer 29

provision that prohibits delegations or assignments or personal services contract that calls for very special skills

Question 30

what happens if delegate does not perform?

Answer 30

delegating party is always liable, delegatee is to delegating party if they received consideration

Question 31

what actions excuse you from performing?

Answer 31

1. antcipatory repudiation/ insecurity about going forward
2. common law - material breach
3. express condition

Question 32

what is an accord?

Answer 32

accept a different performance in satisfaction of the existing obligation. if new performed then original obligation satisfied.

Question 33

what is a modification?

Answer 33

modification is an agreement by parties to an existing obligation to accept a different agreement in satisfaction of the existing obligation.

Question 34

what is a novation?

Answer 34

a novation is an agreement by both parties to replace with one party with new party.

Question 35

who does the novation excuse?

Answer 35

the party being substituted.