Missed Contracts Flashcards
What can the buyer do if there is a nonconforming good? What happens when seller sends a notice of accommodation?
A notice of accomodation is a counteroffer and buyer can reject or accept.
If buyer did not receive notice, then buyer can reject or accept and sue for breach
Under UCC, what can the buyer recover if there is breach?
Cost of cover - different between contract price and purhchasing substitute goods, valued at market
incidental damages - commercially reasonable charges, expenses, or commisions
consequential damages
NOT ATTORNEY FEES
UCC Parole Evidence rule, what is admissible?
You cannot contradict the contract by introducing evidence of inconsistent prior or at-the-time agreements.
Evidence of trade usage can be used to explain or supplement
Supplementation is allowed even if it is unambiguous when
course of performance, course of dealings, trade usage
If one failed to pay on an installment contract, what can the non-breaching recover?
The breaching party’s failure to pay whether or not couple with a repudiation gives rise to a claim for partial breach only
How does a prohibition against assignment work?
Assignment is still allowed, but no delegation
Under UCC parole evidence, what prior terms are barred?
Terms that certainly would have been included in the final contract but was not
Does the preexisting duty rule apply to third-party intended beneficiaries contracts?
No
Under CL parol evidence rule, what are admissible?
Evidence not contradicting the terms/used to explain ambiguities
Contract was not formed due to fraud, duress, mistake
Condition precedent
To prove remedies (consequential damages)
How is risk of loss allocated if seller is a merchant?
Risk of loss passes to buyer when buyer takes physical possession of goods
If not a seller, risk of loss passes to buyer when seller satisfies contractual delivery obligations
How is risk of loss allocated in shipment contract?
When the goods are given to carrier and proper contract for shipment is made
How is risk of loss allocated in a destination contract?
When goods are delivered at the place specified in the contract
What promises are binding without consideration?
Pay a debt barred by statute of limitation
Perform voidable duty (e.g. minor enters into a contract, the consideration given is voidable because he is a minor)
Material benefit rule - performs an unrequest service, expects to be paid, and the other party has chance to refuse
Promissory estoppel
Is an offeror’s duty discharged, if the offeree has reason to know that the offeror would not learn of the completed performances within a reasonable time?
Yes, unless (1) the offeree notify the offeror reasonably, (2) the offeror learns of the performance within reasonable time, or (3) the offer indicates that notification of acceptance is not required.
What are exceptions to the illegality defense?
Ignorance of illegality - promisee may recover if the promisee is justifiably ignorant of the facts making K illegal
Lack of illegal purpose - party who has substantially performed may recover if
- K does not involve illegal consideration
- The party knows of the other party’s illegal use
Divisible Ks - if K can be easily divided into legal and illegal parts, a party may recover on the legal parts
Under UCC, what happens when both parties fail to perform?
Duties under the contract are discharged
Seller to deliver is a condition to buyer paying
Buyer paying is a condition to seller delivering
