Set 1

Question 1

Offer

Answer 1

promise, terms, communication

Question 2

Terms

Answer 2

parties, subject matter, price, quantity

Question 3

Past Consideration

Answer 3

promise was made in recognition of a significant benefit

Question 4

Battle of the Forms

Answer 4

both merchants, changes included unless: materially alter original terms, original offer limits acceptance, offeror objects

Question 5

Mutual Mistake

Answer 5

existing when contract formed, basic assumption, material impact, adversely affected party did not assume risk.

Question 6

Unilateral Mistake

Answer 6

existing when contract formed, basic assumption, material impact, adversely affected party did not assume risk, unconscionability OR non-mistaken party failed to disclose

Question 7

Misrepresentation

Answer 7

fraudulent (a false assertion of fact made knowingly or recklessly + intent to mislead); induced asset, justifiably relied

Question 8

Undue Influence

Answer 8

unfairly persuades (certain relationships where innocent party susceptible to persuasion)

Question 9

Duress

Answer 9

improperly threatened + no meaningful choice; subjective test (actually feel duress)

Question 10

Misunderstanding

Answer 10

material term (2 or more interpretations), different meaning each side, neither party knows/should know of confusion

Question 11

Statute of Frauds

Answer 11

marriage, suretyship, one year, UCC $500, real property; writing and signature;

Question 12

SOF Exception: Sale of Land

Answer 12

payment, substantial improvement, possession

Question 13

SOF Exception: UCC $500

Answer 13

Both merchants; confirmatory letter/memo meets SOF to other party; other party knowingly receives memo and doesn’t object in writing within 10 days = the contract is enforceable against receiving party

Question 14

Unconscionability

Answer 14

so unfair no reasonable person would agree to it; court may: refuse to enforce, strike unconsciousable portion, or limit unconsciousable terms.

Question 15

Procedural Unconscionability

Answer 15

Bargaining process unfair

Question 16

Substantive Unconscionability

Answer 16

Actual terms unfair

Question 17

Accord

Answer 17

Agreement to accept alternative performance in satisfaction of the existing obligation

Question 18

Satisfaction

Answer 18

Completion of alternative performance

Question 19

Parol Evidence Rule (“PER”)

Answer 19

Extrinsic evidence (oral or written communications) before written contract is generally inadmissible for contradicting contract’s terms

Question 20

PER Exceptions

Answer 20

modifications after contract; ambiguity; separate deal; usual performance and dealing between (UCC); condition precedent; fraud

Question 21

Material Breach

Answer 21

Party who fails to substantially perform; non-breaching party can withhold promised performance and pursue remedies (damages)

Question 22

Substantial performance

Answer 22

substantially complies with implied/constructive condition; less likely if party intentionally furnishes materially different services; damages = contract price - cost of obtaining performance

Question 23

Acceptance of Goods (UCC)

Answer 23

Buyer: confirms acceptance after reasonable opportunity to inspect or silence

Question 24

Revoking Acceptance (UCC)

Answer 24

Can revoke w/in reasonable time of discovering defect if: (1) defect substantially impairs the goods’ value, AND (2) buyer accepted on reasonable belief defect would be cured and isn’t, excusably ignorant of the defect, or reasonably relied on seller’s assurance goods conformed.

Question 25

Perfect Tender

Answer 25

goods + delivery

Question 26

Seller’s Ability to Cure

Answer 26

If buyer notifies of imperfect tender, seller has opportunity to cure if: (1) seller gives buyer notice of intent to cure AND (2) time not expired OR seller has reasonable grounds to believe sending nonconforming goods acceptable.

Question 27

Divisible Contract

Answer 27

units divisible into distinct parts

Question 28

Installment Contract

Answer 28

goods delivered in multiple shipments; parties cannot vary definition

Question 29

Installment Contract - Non-Conforming Shipment

Answer 29

substantially impairs the value of shipment to buyer + segment cannot be cured

Question 30

Installment Contract - Remaining Shipment

Answer 30

substantially impairs value of entire contract

Question 31

condition

Answer 31

Occurs before contractual rights/obligations created

Question 32

Excuse of condition

Answer 32

untimely, waiver, estoppel, excessive forfeiture, prevention

Question 33

Impracticability

Answer 33

unforeseeable event makes performance extremely difficult; nonoccurrence of event was basic assumption at time of contract; party seeking discharge not at fault

Question 34

Frustration of Purpose

Answer 34

unforeseeable event destroys party’s purpose for entering contract; nonoccurrence of event was basic assumption at time of contract; party seeking discharge not at fault

Question 35

Third Party Beneficiary

Answer 35

parties intend performance by one party to benefit third person who is not party to contract; 3rd party can enforce

Question 36

Third-Party Beneficiary – Vesting

Answer 36

sue, accept benefits, detrimental reliance

Question 37

Contract Prohibiting Assignment

Answer 37

``` prohibits = takes away right to assign, but not power the assign Invalidates = takes away right and power to assign ```

Question 38

Gratuitous Assignment

Answer 38

Irrevocable if (1) obligor performed, (2) assignee received written claim/tangible object signifying right to collect, or (3) detrimental reliance by assignee.

Question 39

Delegation

Answer 39

one party (delegator) delegates duties owed to another party (oblige) to a third party (delegatee); delegator remains liable for delegatee’s performance;

Question 40

Non-Delegable Duties

Answer 40

(1) duties involve personal judgment or skill, (2) delegation materially changes obligee’s expectancy; (3) special trust in delegator, or (4) a contractual provision restricts delegation.

Question 41

Anticipatory Repudiation – CL

Answer 41

clearly and unequivocally (words or acts) indicates non-performance; promisor party can retract repudiation until other party acts in reliance of repudiation, accepts the repudiation, or already filed lawsuit.

Question 42

Anticipatory Repudiation – UCC

Answer 42

unequivocally refuses performance or fails to provide adequate assurances w/in reasonable time (not exceed 30 days); can demand assurances (in writing) if reasonable grounds to be insecure about other party’s ability to perform

Question 43

Remedy Anticipatory Repudiation (CL, UCC)

Answer 43

nonbreaching party: (1) sue immediately, (2) suspend own performance and demand performance, (3) cancel K, or (4) wait for date of performance and sue for breach.

Question 44

Expectation Damages

Answer 44

intended to put nonbreaching party in same position as if K performed; calculated with reasonable certainty

Question 45

Partial Performance - Damages

Answer 45

work performed + expectation damages for work not yet performed

Question 46

Defective Performance - Damages

Answer 46

Sale of goods = difference between value of the goods as warranted and actual value of tendered nonconforming goods Real estate = difference between K price and market value

Question 47

Economic Waste

Answer 47

cost to fix/complete construction clearly disproportional to economic benefit/utility gained as a result; if breach is willful + only completion gives benefit of bargain, court can award damages to fix/complete

Question 48

Consequential Damages

Answer 48

Damages arise from unique, special circumstances of parties; must be reasonably foreseeable to breaching party; not recoverable unless breaching party knew about possibility of unforeseeable consequential damages.

Question 49

Incidental Damages

Answer 49

commercially reasonable expenses

Question 50

Liquidated Damages

Answer 50

reasonable at time of K + actual damages uncertain

Question 51

Mitigating Damages

Answer 51

avoid or mitigate damages by taking steps not involving undue risk, expense, or inconvenience.

Question 52

Restitution

Answer 52

restores to party benefit conferred on other party; nonbreaching party cannot recover if it fully performed and only awaiting payment

Question 53

Reliance Damages

Answer 53

intended to put nonbreaching party in same position as if K not performed; reasonable out-of-pocket expenses

Question 54

Risk of Loss – Identified Goods

Answer 54

if goods are damaged/destroyed and no breach, risk of loss on seller until satisfying delivery obligations Shipment K—risk of loss passes to buyer when seller gives possession of goods to carrier and makes proper contract for shipment Destination K—risk of loss passes to buyer when seller tenders goods at the place specified in K.