Full Set

Question 1

Defenses to Contract

Answer 1

• MISUNDERSTANDING (material term.)
• MISTAKE (not in accord with present fact.)
• INCAPACITY (age, mental illness, intoxication.)
• ILLEGALITY (unenforceable, less guilty, public policy.)
• DURESS (physical, economic.)
• FRAUD (misrepresentation, fraud in execution, nondisclosure.)
• UNCONSCIOUNABILITY (procedural, substantive.)

Question 2

Statute of Frauds World

Answer 2

MSOUR

Marriage
Survetyship main purpose exception
One year
UCC
Real property

Question 3

Has a contract been formed? (pneumonic)

Answer 3

PWCE Polly Wants all Contracts to Explode

Parole Evidence
Warranty
Conditions
Excuse

Question 4

Curing the Real Property problem in SoF world.

Answer 4

writing OR

part performance 2/3 possess, pay, or improvement

Question 5

Necessities for Good contracts UCC & CL

Answer 5

CL, need $ and quantity

UCC only quantity 
• part performance for amt delivered 
• custom made 
• judicial admission 
• failure to object

Question 6

PE Rule - threshold question

Answer 6

Have the parties created an integrated writing?

Question 7

PE Rule

Answer 7

Agreement: later written OR oral; earlier written.

MERGER – UCC more forgiving leans toward partial writing.

Would parties have naturally omitted the extrinsic term?

DOES NOT APPLY defenses against formation, 2nd separate deal, prior communication for ambiguity

Question 8

Warranties - types of parties

Answer 8

EXPRESS

IMPLIED – ordinary purpose, merchant

IMPLIED FOR PARTICULAR PURPOSE – doesn’t have to be a merchant, reliance

Question 9

CONSTRUCTIVE CONDITION OF EXCHANGE

Answer 9

CL substantial perform

UCC perfect tender

Question 10

RISK OF LOSS

Answer 10

shipment w/ buyer

destination w/ seller

Question 11

Excuses to contract breach

Answer 11

impossibility
death 
frustration of purpose 
initial contract modified/canceled 
accord & satisfaction 
novation

Question 12

Remedy of ANTICIPATORY REPUDIATION

Answer 12

Options for non-breacher: sue for damages, demand & wait; UCC allows demand of adequate assurance

Question 13

Kinds of money damages

Answer 13

• EXPECTATION
• LOST VOLUME PROFITS
• INCOMPLETE PERFORMANCE
• ECONOMIC WASTE & DIMUNITION
• RELIANCE DAMAGES
• RESTITUTION DAMAGES
• LIQUIDATED DAMAGES
• PUNITIVE DAMAGES
• SPECIFIC PERFORMANCE

Question 14

EXPECTATION damages

Answer 14

same position as if contract fulfilled; reasonable certainty; unrecoverable unforeseen damages; mitigation.

Question 15

LOST VOLUME PROFITS

Answer 15

boat sale example.

Question 16

INCOMPLETE PERFORMANCE

Answer 16

ED = Contract Price – Amount Already Paid – Amount Needed To Finish.

Question 17

RELIANCE DAMAGES

Answer 17

Π same $ position prior to contract.

Question 18

RESTITUTION DAMAGES

Answer 18

give Π amt. Π conferred onto Δ.

Question 19

LIQUIDATED DAMAGES

Answer 19

must have been reasonable at time of contract.

Question 20

THIRD-PARTY BENEFICIARY party terms

Answer 20

PROMISOR – whom 3rd party is suing to enforce.

PROMISSEE – contractual counter party w/ right to sue.

3rd PARTY BENEFICIARY – outsider suing promisor; intended or unintended; creditor; will not lose enforcement rights if detrimental reliance, assention, or files a law suit

Question 21

THIRD-PARTIES TO CONTRACTSASSIGNMENT (rights)

Answer 21

If unassignable is it a prohibition (power, but no right) or invalidation (no power or right)?

2x assignment – w/o consideration, then last assignment holds; w/ consideration, then first assignment with consideration.

Question 22

THIRD-PARTIES TO CONTRACTS DELEGATION (duties)

Answer 22

Versus novation where both parties agree to substitute in a new party.

Question 23

Consideration UCC/SoF

Answer 23

UCC allows a good faith modification, but the SOF says no oral modifications

Question 24

THIRD PARTY BENEFICIARY CONTRACTS - INDENDED & INCIDENTAL BENEFICIARIES

Answer 24

Intended beneficiary – standing to enforce agreement btw contracting parties unless change in a party’s intent causes her to become only an incidental beneficiary.

Question 25

DISCHARGE of duty - IMPRACTICABILITY

Answer 25

less strenuous standard than 1yr impossibility of SOF; unforeseen event + non-occurrence of something basic assumption was based and party not at fault

Question 26

PE applicability

Answer 26

Condition precedent – can introduce PE.

Prior contemporaneous agreements – allowed, but not agreements subsequent to execution.

Question 27

F.O.B.

Answer 27

(to buyer’s place of business) shifts risk of loss to buyer once seller hands off to carrier

Question 28

Doctrine of prevention

Answer 28

party must refrain from conduct that prevents or inhibits occurrence of a condition to agreement.

Question 29

Rescue & Moral Consideration

Answer 29

Rescue? Generally no contract b/c it’s past consideration and the other party has usu. promised a gift in thanks.

Moral consideration? Maybe contract, so long as rescue was not a gift & court may reduce promised gift to FMV of action.

Question 30

BARGAINED-FOR-BENEFITS

Answer 30

Be careful b/c sometimes it doesn’t look like the benefit was exactly was intended based on the context, but it can still count.