Terms of the Contract

Question 1

PER definition/rule?

Answer 1

Exclude prior or contemporaneous oral terms that contradict the terms of the final contract

Question 2

Exceptions to PER (3)

Answer 2

Add to a partially integrated writing (no merger clause stating that the contract includes all the terms)

To show misrepresentation or to show some other defense against enforcement

Interpret a vague/ambiguous term

Question 3

“This bracelet is solid gold.” Warranty?

Answer 3

Yes, express warranty

Question 4

Here’s a sample of the product. Warranty?

Answer 4

Yes, express warranty that the product will work like the sample

Question 5

Implied warranty of merchantability is ____.

Answer 5

In every contract for merchants who deal in that kind of goods— the goods must be fit for their ordinary purpose

Question 6

Implied warranty of fitness for particular purpose is for [merchants only/any seller] who have reason to know the particular purpose and that the buyer _____ on the seller’s judgment, PLUS the buyer _____ on the seller’s judgment.

Answer 6

Any seller

Would rely

Actually relies

Question 7

How can sellers disclaim warrant or merchantability or fitness for particular purpose?

Answer 7

Sell “as-is” or conspicuously disclaim

CAN’T DISCLAIM EXPRESS WARRANTIES

Question 8

Parties may/may not limit damages in case of breach.

Answer 8

May,

but the limitation won’t be upheld if unconscionable

Question 9

Risk of loss falls upon the ____ party, when applicable.

Answer 9

Breaching

Question 10

Merchant sellers take the risk of loss until ____.

Answer 10

The buyer takes possession of the goods

Question 11

Common carrier: Risk of loss shifts to the ____ when the _____ completes its _____.

Answer 11

Buyer; seller; delivery obligations

(Note: delivery obligations include shipment contract— seller delivers to common carrier, arranges for delivery, and notifies buyer…

And destination contract— seller must deliver goods to buyer’s location)