LEGL 2700 Chapter 9

Question 1

What is the pyramid for the interpretation of contracts?

Answer 1

1. handwritten
2. typed
3. pre-printed terms

Question 2

what is the parol evidence rule?

Answer 2

parties to a complete and written contract cannot introduce evidence of oral agreements made at the time or prior to the written contract that would change the terms of the contract

Question 3

what is the first nuance to the parol evidence rule?

Answer 3

evidence of oral modifications occurring after the written contract may be admitted

Question 4

what is the second nuance to the parol evidence rule?

Answer 4

evidence to explain the meaning of the terms may be admitted

Question 5

what is the integration clause?

Answer 5

this written document is your entire agreement

Question 6

what are the conditions of performance?

Answer 6

condition precedent
condition subsequent
payment and delivery of goods
levels of performance

Question 7

what is condition precedent?

Answer 7

if something must take place in the future, before a party has a duty to perform

Question 8

what is condition subsequent

Answer 8

excuses contractural performance if some future event takes place

Question 9

what is payment and delivery of goods (UCC)?

Answer 9

when the contract does not specify, then a buyer’s payment is a condition that must be satisfied before the seller has s duty to deliver the goods

Question 10

what are the levels of performance?

Answer 10

complete performance
substantial performance
material breach

Question 11

what is complete performance?

Answer 11

everything required under the contract has been done (other party is obligated to completely perform)

Question 12

what is substantial performance?

Answer 12

less than full performance but greater than significant performance (other party is required to perform and may sue for any damages resulting from the breach)

Question 13

what is material breach?

Answer 13

the performance is materially deficient or non-existent (the other party is received from performing and may sue for any damages)

Question 14

what are the excuses for non-performance ?

Answer 14

impossibility
discharge of performance
breach of contract

Question 15

what is impossibility?

Answer 15

performance is illegal or physically impossible (higher standard)

Question 16

what were the facts for East Capitol View Community v Development Corp v Robinson?

Answer 16

□ Funding grant that had provided grant to give him money to pay him and the funding grant went away so he was fired and then he sued

Question 17

what did the court hold for East Capitol View community v Develop Corp v Robinson?

Answer 17

□ No, the doctrine of impossibility makes it impossible, it does not excuse performance under the contract

Question 18

what is commercial impracticability (UCC)?

Answer 18

circumstances greatly increase the difficulty and violate the parties’ reasonable expectations (lower standard)

Question 19

what is under discharge of performance?

Answer 19

waiver and release

Question 20

what is a waiver?

Answer 20

a party gives up a right to enforce a contact (timing = after non-performance)

Question 21

what is a release?

Answer 21

when a party allows the other not to perform (timing= before non-performance)

Question 22

what is breach of contract?

Answer 22

arises when a party does not accomplish the obligation of contractual performance

Question 23

what are remedies for breach of contract?

Answer 23

damages
duty to mitigate
equitable relief
third party rights

Question 24

what are the damages awards?

Answer 24

compensatory, liquidated and consequential

Question 25

what are compensatory damages?

Answer 25

damages that aim to put the plaintiff in the same position as if the contract had been performed

Question 26

what happens if buyer breaches?

Answer 26

lost profits and contract prices

Question 27

what does lost profits mean?

Answer 27

if defendant fails to pay but plaintiff makes a replacement sale for lower price

Question 28

what does contract price mean?

Answer 28

if defendant fails to Pay for goods/ services and seller cannot resell

Question 29

what happens if seller breaches?

Answer 29

difference between market price versus contract price

Question 30

what does difference between market price versus contract price mean?

Answer 30

if defendant fails to deliver good/ service and it is procured at a higher rate

Question 31

what are liquidated damages?

Answer 31

when the amount of damages is stipulated in the contract

Question 32

what are consequential damages?

Answer 32

damages for downstream impact of the breach (arises from unusual foreseeable losses)

Question 33

what is an example of consequential damages?

Answer 33

lost sales

Question 34

what is duty to mitigate?

Answer 34

victim of breach of contract must take reasonable steps to mitigate damages

Question 35

what is under equitable relief?

Answer 35

specific performance, induction and rescission

Question 36

what is specific performance?

Answer 36

requires the defendant to do what he or she is contractually obligated to do

Question 37

what is Oliver v ball about?

Answer 37

Mr. Oliver was an owner of 71 acres of real property and entered a sales agreement to sell to the Ball family and ended up not wanting to sell the land

Question 38

what did the court hold for Oliver v Ball?

Answer 38

the court did award for specific performance

Question 39

what is injunction?

Answer 39

a court order directing a party to do or to refrain from doing something

Question 40

what is rescission?

Answer 40

the court cancels the agreement and returns the consideration exchanged to each respective party

Question 41

what is the general rule for third party benficiaries?

Answer 41

third party cannot enforce contract

Question 42

what are the exceptions to third party beneficiaries?

Answer 42

creditor beneficiaries and donee beneficiaries

Question 43

what is under third party rights?

Answer 43

beneficiaries, assignment and delegation, novation