Terms Of Contract

Question 1

When will parol evidence not be considered?

Answer 1

The change or contradict the terms of a written contract, irrespective of whether the contract is complete

Question 2

Irrespective of whether the contract is complete or partially integrated, in which 3 cases CAN parol evidence be accepted?

Answer 2

• To establish mistake/error
• misrepresentation
• ambiguity as to the meaning of a particular section of the contract

Question 3

Where a contract has been partially integrated, in which circumstance can parol evidence be offered?

Answer 3

To add terms to the contract that one party believes should have been added.

Question 4

For the purposes of a sale of goods (UCC), what counts as an express warranty?

Answer 4

• Showing a sample
• words that promise, describe or state facts about the goods
• opinions will NOT COUNT

Question 5

What are the requirements for the Implied Warranty of Merchantability?

Answer 5

1. The seller is in the business of selling goods of that kind
2. The goods must be fit for ordinary purpose

Question 6

What is the rule for the Implies Warranty of Fitness for a Particular Purpose?

Answer 6

1. The buyer has a particular purpose
2. The buyer is relying on the seller
3. The seller knows that the buyer is relying on them for that purpose

Question 7

Can express warranties be disclaimed in a sale of goods contract?

Answer 7

No

Question 8

Can implied warranties be disclaimed in a written contract for sale of goods?

Answer 8

Yes, but the wording has to be conspicuous

Question 9

If a contractor for the sale of goods writes “as is” or with all faults” in an agreement, which warranties (if any) can it limit?

Answer 9

Only implied warranties and the words need not be conspicuous

Question 10

If the buyer examines the goods before buying, what effect will this have on limiting warranties?

Answer 10

If the buyer could have found any defects with the goods upon inspection, then this will limit the implied warranties. However, it will not effect express warranties

Question 11

Can a seller limit the remedies available to a buyer for breach of warranty?

Answer 11

Yes, but the limitation cannot be unconscionable (like limiting recovery for personal injury)

Question 12

In non-carrier cases, where the place of delivery is not specified, will the goods be delivered to the buyer or the seller’s place of business?

Answer 12

The seller’s

Question 13

For non-carrier cases, absent an agreement stating otherwise, what must the seller do to make the goods available to the buyer for delivery?

Answer 13

Give the buyer reasonable notice to enable him/her to take possession of the goods

Tender the goods at a reasonable hour (at their own place of business)

Question 14

If the sale of goods is for cash, when does the buyer have to pay?

Answer 14

Cash is due concurrently with tender of delivery

Question 15

For shipment contracts, when is the price due?

Answer 15

When goods are delivered to the common carrier

Question 16

For a shipment contract, when does the seller complete their delivery obligations?

Answer 16

At the point they get the goods to the common carrier, having made arrangements for delivery to the buyer and they have notified the buyer of these arrangements

Question 17

If a contract includes a C.O.D term for payment, but what does this mean?

Answer 17

The buyer generally must pay for the goods on delivery, without inspecting them prior to payment

And a defect in the goods doesn’t excuse payment

Question 18

How do you determine the risk of loss?

Answer 18

• Agreement
• Breaching party has liability (even if unrelated to the loss)
• Common Carrier: risk shifts once seller competes its delivery obligations
• Default rule: if seller is a merchant, they bear the risk until buyer receives the goods

Question 19

For the purpose of a buyer relying on warranties, when does the Statute of Limitations start to run and for what time period?

Answer 19

For the time of delivery (rather than the point at which the defect is discovered) and it runs for 4 years