Missed Questions on 2nd Test Flashcards
Employment Contract durations (definite and permanent)
In a contract for a definite duration termination is allowed only for cause or by mutual agreement.
In an indefinite/permanent duration K: the K is considered at will employment and can be terminated by either party at any time and for any reason. (unless the termination violates public policy)
When is an offer to form an option contract revoked before the option is accepted?
Revocation occurs when:
1. the offerer directly communicates the revocation to the offeree
OR
2. the offeree obtains reliable information that reasonably indicates the offer was revoked.
Shipping of non-conforming goods as a reply to a buyer’s offer. With and without notice:
Shipment of nonconforming goods with, no prior promise to ship conforming goods AND a notice of accommodation is a rejection and counter offer.
The buyer may accept the shipment (creating a K for nongoods) OR reject the shipment - creating no K.
Shipment of nonconforming goods with NO notice is an acceptance of the K and a BREACH.
What is trade usage in the UCC, can it be used as parol evidence?
The UCC parol evidence allows the use of trad-usage evidence to explain or supplement the terms of a final written contract, so long as the evidence is reasonably consistent w/ , not negated by, those terms.
Trad usage- refers to the practice or method of dealing that is observed w such regularity in the industry that the parties to a K would be expected to observe it.
What is reformation? Example?
A equitable remedy courts can use to rewrite a contract to reflect the parties original intent.
This is available when misrepresentation or mutual mistake occurs.
Example: The prior oral agreement, then the altered release statement, was a intentional misrep, which led to justifiable reliance, by the employer.
A general assignment of an entire K will be construed as both an:
assignment of rights AND a delegation of duties to a nonparty. (ie the delegatee).
For example, a seller’s assignment of an entire contract gives the delegate the duty to deliver the goods and the right to receive payment directly from the buyer.
Effect of breach by nonperformance? Rule and exception:
Breach by nonperformance coupled with repudiation typically gives rise to a claim for total breach.
Exception, but where the ONLY duty that remains at the time of breach is for the breaching party to PAY INSTALLMENTS, the failure to do so - whether or no coupled with a repudiation - gives rise to a claim for partial breach only.
Under the UCC, an offer to buy goods for prompt shipment can be accepted by:
- promising to ship the goods
- shipping conforming goods,
OR - shipping nonconforming good without notice of accommodation.
However, #3 is also a breach of the resulting contract.
A K involving land that violates the SOF is enforceable on part performance exception grounds if the buyer has done at least two of the following:
- taken possession of the prop.
- substantially improved the prop.
AND/OR - paid any portion of the purchase price.
