K Hot topics

Question 1

Elements of a K

Answer 1

O + A + C - D

Question 2

When is an offer NOT revocable? 4 categories

Answer 2

(1) Option K: irrevocable for specified period of time IF supported by consideration
(2) Merchant’s firm offer: NEED UCC merchant + signed writing + stating that offer will be open for specified period under 3 months
(3) Performance begun AFTER offer for unilateral K
(4) Detrimental reliance

Question 3

Mailbox rule

Answer 3

IF bilateral K THEN acceptance is effective upon dispatch

Question 4

Promissory Estoppel Elements

Answer 4

Promise + Performance + Foreseeable Detrimental Reliance + Justice requires enforcement
ONLY APPLIES IF no consideration

Question 5

Is mutual mistake a defense to K?

Answer 5

Yes IF mutual mistake about existence of subject matter bargained for

Question 6

Is unilateral mistake a defense to K?

Answer 6

No UNLESS fraud (other party knew of mistaken party’s mistake and failed to correct)

Question 7

K defense of Unconscionability elements

Answer 7

At time of formation + unfair surprise + oppressive terms

Question 8

When does SOF apply?

Answer 8

MY LEGS
Marriage (used as consideration)
Years
Land
Executors/promise to pay from estate
Goods over $500
Sureties

Question 9

SOF defenses

Answer 9

-Modification needed in writing ONLY IF K as modified falls under SOF
-Full performance of K satisfies SOF
-No SOF defense IF sale of goods for $500+ AND Buyer has paid for or accepted some of the goods
-Custom goods, Seller has made substantial beginning
-Judicial Admission
-Merchant confirmatory memorandum

Question 10

Merchant confirmatory memorandum elements

Answer 10

-Both parties merchants
-Agree to K
-One party sends writing
-With sender signature (do NOT need recipient signature)
-Other party does not object

Question 11

Elements of UCC writing to satisfy SOF

Answer 11

-Quantity term
-Defendant’s signature

Question 12

Elements of CL writing to satisfy SOF

Answer 12

-All material terms
-Defendant’s signature

Question 13

Implied warranty of merchantability

Answer 13

IF merchant who regularly sells that type of good THEN implied warranty that good is fit for ordinary, foreseeable purpose

Question 14

Implied warranty of fitness for particular purpose

Answer 14

DO NOT NEED merchant
NEED:
-Buyer has special purpose
-Seller knows that B has special purpose
-S picks goods suitable for B’s special purpose
=>S warrants that goods are fit for the particular purpose

Question 15

Anticipatory Repudiation

Answer 15

-Only for UCC
-IF Buyer makes early statement of non-performance THEN Seller can stop performance AND sue for breach
-Can retract repudiation IF not relied upon
-Adequate Assurance: IF party has reasonable grounds THEN party can request assurance in writing
-IF no assurance given THEN Party can stop performance

Question 16

Excuses to performance

Answer 16

Dr. F. Mandid

-Destruction of K subject matter (CL ONLY)
-Rescission (mutual agreement)

-Frustration of purpose

-Modification agreement
-Accord and satisfaction
-Novation
-Delegation
-Impossibility/impracticability
-Death/incapacity of essential person

Question 17

UCC Perfect Tender Rule

Answer 17

S must deliver perfect goods/place/time OR B can reject

Question 18

Accord and satisfaction definition

Answer 18

-Agreement to substitute different performance to satisfy existing duty
-IF accord not satisfied THEN party can sue for breach of original K

Question 19

Novation definition

Answer 19

-Agreement to substitute new party for existing party
-New party liable, NOT old party

Question 20

Delegation definition

Answer 20

-Party finds new party to perform K duty
-Old party STILL liable

Question 21

When is specific performance available for K breach?

Answer 21

-Land
-Unique goods (e.g., art, antiques, custom-made goods)
-Money damages inadequate AND feasible to enforce specific performance
-NOT for personal services

Question 22

When can third party beneficiary enforce a K?

Answer 22

-Intended Beneficiary: Named in K

Question 23

Can K be modified without Third Party Beneficiary consent?

Answer 23

Yes, until TP rights vest
TP rights vest IF:
(1) TP learns of K AND assents
(2) TP learns of K AND detrimentally relies
(3) TP learns of K AND sues to enforce

Question 24

Parol evidence rule and exceptions

Answer 24

No prior or contemporary oral evidence IF oral evidence varies from or modifies a fully integrated K
Exceptions:

-Trade usage
-Industry practice
-Course of dealing
-K Formation defenses
-Evidence of condition precedent