Contracts & Sales

Question 1

When may a court grant specific performance of a promise to pay money?

Answer 1

If a contract is intended to benefit a third party, a party to the contract is unlikely to prove actual damages when the other contracting party breaches. Therefore, specific performance is appropriate

Question 2

Modification under the UCC

Answer 2

Under the UCC, a contract for the sale of goods may be modified by agreement of all the parties if that modification is sought in good faith

Question 3

Anticipatory repudiation under the UCC

Answer 3

Under the UCC, a party with reasonable grounds for insecurity about the other’s performance may make a written demand for assurances that the other party will perform.

Failure to provide assurance within 30 days after a valid demand constitutes an anticipatory repudiation, which the non repudiating party may treat as a breach or ignore.

Question 4

Good faith

Answer 4

Good faith entails honesty and observance of reasonable commercial standards of fair dealing.

Question 5

Misrepresentation

Answer 5

No disclosure of a known fact is tantamount to an assertion that it does not exist if the party not disclosing the fact knows that

1) disclosure would correct the other party’s mistake about the basic assumption of the contract, and
2) the failure to disclose would violate the duty of good faith and fair dealing