Contracts & Sales

Question 1

With regard to the offeree, an offer must generally be directed to ____________________ and must create the _____________________.

Answer 1

a specific person; power of acceptance in the offeree.

Question 2

For a communication to be an offer, the communication must __________ the offeror’s __________________________________ into a contract.

Answer 2

Manifest; willingness to enter

Question 3

Essential terms under the UCC?

Answer 3

Quantity

Question 4

An advertisement is generally an _________, but may be treated otherwise if it is _________.

Answer 4

invitation to deal; reward

Question 5

In determining whether a communication by a person constitutes an offer, an _______________ test is applied. The offeror must display a _______________ intent to be bound.

Answer 5

objective; serious

Question 6

Exceptions to the Objective Test for Offers and Acceptances

Answer 6

Situations involving humor or anger

Question 7

Objective Test = the ________________ appearance of words and actions matter; not ___________ intentions.

Answer 7

outward; secret

Question 8

What are the Common Law essential terms?

Answer 8

All essential terms must be present in the agreement (both the offer & the acceptance):
1. Parties
2. Subject
3. Price
4. Quantity

Question 9

What is a Requirements Contract?

Answer 9

Buyer is offering to buy 100% of whatever amount is needed from this individual sellers.

Cannot buy from any other sellers.

However, Seller can sell to other buyers.

Question 10

What is an Output Contract?

Answer 10

Seller is offering to sell 100% of whatever amount is produced to this individual buyer.

Cannot sell any of what is produced to another seller.

Question 11

Both an ___________________ and an _______________ are specific enough under the UCC, even though they do not state an exact quantity term.

Answer 11

Output Contract; Requirements Contract

Question 12

An offer __________ generally be terminated, unless the offeror ____________________________.

Answer 12

may; expressly revokes the offer

Question 13

Can an offer be reinstated once revoked?

Answer 13

No

Question 14

What are the 4 requirements for an offer to sell a good to be irrevocable under the UCC without the offeree purchasing an option?

Answer 14

Offer must:
1. Be in writing
2. Made by merchant
3. Signed by merchant
4. Contain an explicit promise not to revoke.

Question 15

When an offeree begins performance of a unilateral contract, the offeror _________ require the offeree to complete performance of the contract.

Answer 15

CANNOT

Question 16

Partial performance of a unilateral contract creates ___________________; it does not mean that a K has been __________________.

Answer 16

an irrevocable offer; formed

Question 17

An offeree ________ accept an offer directed to someone else.

Answer 17

cannot

Question 18

Under the mailbox rule, the _____________ is generally effective upon being sent.

Answer 18

acceptance

Question 19

Regarding silence as acceptance, an ________________ contract can be accepted by the offeree’s actions without the offeree verbalizing an acceptance.

Answer 19

implied-in-fact

Question 20

Regarding silence as acceptance, silence qualifies as acceptance when __________________ between the parties make it reasonable to believe so.

Answer 20

previous dealings

Question 21

Regarding silence as acceptance, silence qualifies as acceptance when the _____________ has reason to believe that silence can constitute acceptance and ________________ with the ____________ to accept the offer.

Answer 21

offeree; remains silent; intent

Question 22

An acceptance is a(n) ________________ manifestation of a willingness to enter into the agreement by the offeree. The offeree _______________ accept a unilateral offer with a promise to perform.

Answer 22

objective; may not

Question 23

If a seller of goods ships the wrong goods, generally the seller has ___________________, and ____________________.

Answer 23

accepted the offer, and breached the contract.

Question 24

The mirror-image rule NOT apply to __________________.

Answer 24

UCC contracts for goods.

Question 25

A contract is ______________ when a buyer of goods purports to accept a seller’s offer in a document that constitutes a ______________ and ________________ expression of acceptance that is sent within a ____________ time, but states a different term from that contained in the offer . . . ONLY IF the acceptance is not expressly made __________ upon assent to the different term.

Answer 25

1. formed;
2. definite;
3. seasonable;
4. reasonable;
5. conditional

Question 26

What are the requirements for a NEW TERM in an acceptance to be part of the contract in a sale of goods?

Answer 26

1. Both parties are merchants.
2. New term does not materially alter the deal.
3. Initial offer does not expressly limit acceptance.
4. Offeror does not reject within a reasonable time to the new term.

Question 27

Under the common law, a conditional acceptance functions as a(n) ________________.

Answer 27

counteroffer

Question 28

In a sale of goods for which there was a written offer and a written purported acceptance, if there is not a contract but the parties act as if there is, terms on which ______________________________________________ become part of the contract.

Answer 28

both writings agree

Question 29

A promise not to sue will act as consideration as long as there is a(n) __________ that the claim may be determined to be valid.

Answer 29

good-faith belief

Question 30

What circumstances prevents the application of the preexisting duty rule under common law?

Answer 30

1. A change in performance;
2. A third-party promising to pay;

OR

3. Unforeseen difficulties that would excuse performance.

Question 31

Regarding modification of a contract for the sale of goods, a contract modification is ____________ without new consideration.

Answer 31

binding

Question 32

Regarding consideration substitutes, a promise to contribute to a ________ is enforceable even though the _________ has not ___________ on the promise.

Answer 32

charity; charity; relied

Question 33

Regarding consideration substitutes, a finding by a court of a contract _____________________ may result in an award of damages based on the __________________ of the ___________ conferred by the plaintiff.

Answer 33

implied-in-law; fair market value; benefit

Question 34

Regarding consideration substitutes, a promise to pay for benefits that is motivated by a _______________ generally ________ constitute bargained-for consideration.

Answer 34

moral obligation; does not

Question 35

What are the requirements for promissory estoppel?

Answer 35

1. A promise was made that would be reasonably expected to induce reliance.
2. The promisee takes detrimental action in reliance on the promise.
3. Injustice can only be avoided by enforcement of the promise.