Performance, breach, discharge

Question 1

Risk of loss

Answer 1

1) if bringing to you and seller is merchant, the risk of loss is on seller until buyer takes possession

2) if not a merchant, risk of loss is on me until I make them available to you

3) Carrier situation (FOB Seller) shipment k- defualt rule
- risk of loss is on the buyer once i give it to carrier

• (FOB anything) destination- until it gets to location

Question 2

requirements k

Answer 2

i promise to give you all i can make

acted in good faith

Question 3

Modification

Answer 3

agreement and then modifying

1) at Cl- you need new consideration
2) UCC- no new consideration; just good faith

Question 4

can modification be oral or written?

Answer 4

yes

Question 5

Clause prohibiting modification?

Answer 5

valid

Question 6

unforeseen circumstances

Answer 6

can mutually modify if fair and reasonable

Question 7

conditions

Answer 7

something happens where you have to or dont have to perform

Question 8

condition precedent

Answer 8

has to happen prior

secure mortgage 30 days before

Question 9

condition current

Answer 9

at time of

have everything removed or i can void

Question 10

condition subsequent

Answer 10

after

i will remove after or breach

Question 11

when must you perform?

Answer 11

1) waiver of condition- forget about it that is too tough

2) bad faith- if one party acts in bad faith and did not try to perform, they have to act anyways

Question 12

avoiding forfeiture

Answer 12

if somebody can suffer a great loss

Question 13

time is not of the essence in the contract unless

Answer 13

stated

Question 14

good faith is always

Answer 14

implied

Question 15

nonconforming goods

Answer 15

deliver something and it is wrong–

buyer may accept, reject, reject and accept part of it

Question 16

if you reject,

Answer 16

reasonable amount of time

Question 17

if you accept,

Answer 17

you pay amount in original amount of k

Question 18

if i send you something wrong, but i have reasonable grounds to believe he would accept

Answer 18

if i give reasonable notice to cure and fix in a reasonable amount of time, then i am able to fix

Question 19

if i deliver nonconforming goods prior to delivery date,

Answer 19

seller can fix it if i give you reasonable notice and chance to cure

Question 20

installment k

Answer 20

several shipments if one of the installments is nonconforming, it is not a total breach of k and i cannot fix it, then you can reject

if i can reject it, you have to give me time to fix it

Question 21

if that one nonconforming shipment

Answer 21

impairs the value of the k and it is worthless, i can hold you in total breach.

Question 22

if i say this is an accomodation,

Answer 22

you can accept or reject

Question 23

impracticability

Answer 23

unforeseen circumstance that makes it so difficult that doing it has become way too hard

look for act of god and goes up five bucks a gallon and is soo difficult

Question 24

some increase in price

Answer 24

is not enough

Question 25

impossibility

Answer 25

nobody can perform

Question 26

impossibility examples

Answer 26

1) UCC- goods are destroyed
2) it has become illegal
3) nobody can do it

Question 27

if it is temporary (flood will be for a short period of time)

Answer 27

impossibility is not a defense

Question 28

impossibility will not apply

Answer 28

if we knew it was possible it would happen

Question 29

frustration of purpose

Answer 29

core reason has become frustrated

Question 30

anticipatory repudiation

Answer 30

before k is performed, i say i am not performing

must be absolute and unequivocal– i can sue you immediately

can you wait? yeah but you do not have to and may take my money but i dont have to

Question 31

if it is not unequivocal,

Answer 31

i can demand assurances.

if i respond to you and say yeah i got you, yhave to give me a chance.

Question 32

if UCC

Answer 32

demand has to be in writing and 30 days to respond to assurance

Question 33

if i do repudiate, can i retract repudiation?

Answer 33

yes unless you have been sued already, accepted repudiation, or relied on it