exam 2

Question 1

1. Valid Contract (Elements)

Answer 1

includes the elements of offer, acceptance, consideration, capacity, and legality. Each party must agree to the terms, exchange something of value, and be capable of making the agreement legally binding.

Question 2

2. Consideration (Not UCC)

Answer 2

refers to something of value exchanged between the parties. It is an essential element of a contract that distinguishes enforceable promises from mere gifts.

Question 3

3. Counteroffer (Not UCC)

Answer 3

a response to an offer in which the original terms are rejected and new terms are proposed, essentially forming a new offer.

Question 4

4. Statute of Frauds (Not UCC)

Answer 4

requires certain types of contracts to be in writing to be enforceable, such as contracts for the sale of land, agreements that cannot be performed within one year, and contracts for goods over a certain amount under the UCC

Question 5

5. Parol Evidence Rule (Not UCC)

Answer 5

prohibits the use of prior or contemporaneous oral statements to contradict, alter, or add to the terms of a written contract that the parties intended to be a final and complete expression of their agreement.

Question 6

6. Unilateral Contract (Not UCC)

Answer 6

involves a promise in exchange for a performance. The contract is only completed when the act is performed, such as a reward contract where payment is made upon the completion of a specified task.

Question 7

7. Substantial Performance (UCC)

Answer 7

if a party fulfills most obligations with slight deviations from the exact terms, the contract may still be enforceable, with potential adjustments for incomplete performance.

Question 8

8. Fraudulent Misrepresentation (UCC)

Answer 8

involves a false statement made knowingly, intended to deceive another party, who then relies on this misrepresentation and suffers harm as a result.

Question 9

9. Purchase Order/ Acknowledgment Form (UCC)

Answer 9

an offer by the buyer to purchase goods under specific terms. An acknowledgment form is the seller’s response, which may serve as acceptance or a counteroffer depending on its terms.

Question 10

10. Confirmation Memo (UCC)

Answer 10

used in the sale of goods under the UCC to confirm an oral agreement. It can serve as evidence of the agreement if sent to the other party and no objection is raised within a reasonable time.

Question 11

11. Shipment/ Destination Contracts (UCC)

Answer 11

the seller fulfills its obligation by delivering the goods to a carrier, while in a destination contract, the seller’s obligation is only fulfilled when the goods reach the buyer’s specified location.

Question 12

12. Cover/ Cure (UCC)

Answer 12

refers to the buyer’s right to purchase substitute goods if the seller fails to deliver, allows the seller to correct a delivery defect if time remains under the contract to do so.

Question 13

13. Implied Warranties (Merchantability + Fitness for a Particular Purpose)

Answer 13

Which guarantees that goods are fit for general purposes, and for a particular purpose, which applies when a buyer relies on the seller’s expertise to choose goods for a specific use.

Question 14

14. Negligence (Elements)

Answer 14

involves a duty of care, a breach of that duty, causation, and damages. To prove negligence, a plaintiff must show the defendant failed to act as a reasonably prudent person would, causing harm.

Question 15

15. Proximate Cause

Answer 15

the legal connection between an act and an injury, indicating the harm was foreseeable and directly resulted from the defendant’s actions.

Question 16

16. Strict Liability

Answer 16

holds a party liable for damages without requiring proof of negligence or fault, typically in cases involving inherently dangerous activities or defective products.

Question 17

17. Libel

Answer 17

a form of defamation expressed in writing, images, or other permanent forms, which harms a person’s reputation and exposes them to public ridicule or hatred.

Question 18

18. Assumption of the Risk

Answer 18

the risk is a defense in tort law, where the plaintiff knowingly and voluntarily engages in a risky activity, thereby accepting the inherent dangers involved.

Question 19

19. Independent Contractor Agent

Answer 19

someone hired to perform a task on behalf of a principal but retains control over how the task is completed and is not considered an employee.

Question 20

20. Negligent Hiring Doctrine

Answer 20

holds an employer liable for harm caused by an employee if the employer failed to exercise reasonable care in hiring, which would have revealed a propensity for misconduct.

Question 21

21. Agency Law

Answer 21

governs the relationship between agents and principals, where an agent is authorized to act on behalf of a principal, creating legal obligations for the principal under certain conditions.

Question 22

22. Employment-at-Will

Answer 22

allows either the employer or the employee to terminate employment at any time, for any reason (except illegal reasons like discrimination), or no reason at all.

Question 23

23. Whistleblower

Answer 23

an employee who reports illegal, unethical, or unsafe practices within an organization, often protected from retaliation u

Question 24

24. Collective Bargaining

Answer 24

the process where a union and an employer negotiate employment terms such as wages, benefits, and working conditions on behalf of employees.

Question 25

1. Augstein v. Leslie and NextSelection, Inc. Key Concept: Bilateral vs. Unilateral Contracts

Answer 25

Summary: In Augstein v. Leslie and NextSelection, Inc., the court examined whether a contract was formed when Ryan Leslie, a music producer, offered a $1 million reward for the return of his stolen laptop. Augstein found and returned the laptop but did not receive the promised payment. The court determined that Leslie's offer constituted a unilateral contract because it was a promise in exchange for a specific action (returning the laptop). Since Augstein performed the required action, the contract was complete, and he was entitled to the reward.

Question 26

2. Leonard v. PepsiCo., Inc. Key Concept: Offer/ Advertisements as an Offer

Answer 26

Summary: In Leonard v. PepsiCo., Inc., Leonard attempted to claim a military jet advertised in a Pepsi commercial by collecting enough Pepsi points, as the ad suggested. The court ruled that the commercial was not a valid offer but rather a humorous advertisement, which does not meet the legal criteria of a serious, definite, and binding offer. This case highlighted that advertisements are typically treated as invitations to negotiate rather than actual offers, lacking the specific intent required for contract formation.

Question 27

3. Italian Cowboy Partners, Ltd. v. The Prudential Ins. Co. of America Key Concept: Enforceability/ Fraudulent Misrepresentation

Answer 27

Summary: In Italian Cowboy Partners, Ltd. v. The Prudential Ins. Co. of America, Italian Cowboy Partners leased a restaurant space from Prudential and later discovered severe odor issues that had been concealed. They argued fraudulent misrepresentation, claiming Prudential misled them about the property’s condition. The court ruled in favor of Italian Cowboy Partners, emphasizing that fraudulent misrepresentation can void a contract when one party knowingly provides false information with intent to deceive, upon which the other party reasonably relies to their detriment.

Question 28

4. Hemlock Semiconductor Operations v. SolarWorld Indus. Sachsen Key Concept: Commercial Impracticability

Answer 28

Summary: Hemlock Semiconductor Operations v. SolarWorld Indus. Sachsen involved a long-term supply agreement for polysilicon. Market changes and increased competition led SolarWorld to argue that it was commercially impracticable to fulfill the contract. The court found that commercial impracticability under the UCC requires more than financial hardship; it must be an unforeseeable event beyond a party's control that fundamentally changes contract performance. Here, typical market fluctuations did not meet this high threshold, so the contract remained enforceable.

Question 29

5. Palsgraf v. Long Island Railroad Co. Key Concept: Proximate Cause/ Closest in Proximity

Answer 29

Summary: In Palsgraf v. Long Island Railroad Co., Palsgraf was injured when a train guard helped a man onto a train, causing his package (containing fireworks) to fall and explode. The court held that Long Island Railroad was not liable because the harm to Palsgraf was not foreseeable and too remote from the guard's actions. This case established the principle of proximate cause, requiring a direct, foreseeable link between the defendant's actions and the plaintiff's injury for liability to exist.

Question 30

6. Bosse v. Brinker Restaurant Corp. (Chili’s) Key Concept: Creation of an Agency Relationship/ Control/ Formalities

Answer 30

Summary: In Bosse v. Brinker Restaurant Corp. (Chili’s), Bosse was injured while being chased by a customer of Chili’s for allegedly not paying the bill. Bosse claimed Chili’s was liable because the customer acted as an agent of the restaurant. The court ruled that no agency relationship existed because Chili’s did not control the customer’s actions, nor was there an agreement or formalities in place that would establish such a relationship. This case reinforced that an agency relationship requires control and consent between the principal and agent.

Question 31

7. Buttrick v. Intercity Alarms Key Concept: Implied Contracts

Answer 31

Summary: In Buttrick v. Intercity Alarms, Buttrick claimed he was terminated unfairly despite assurances of job security. He argued that an implied contract was created based on employer statements and conduct indicating long-term employment. The court held that an implied contract can be created through specific actions or statements by an employer, even if not explicitly written, especially when the employer's behavior reasonably leads the employee to believe job security is guaranteed.