Themis Essay 885

Question 1

To form a valid contract under the UCC, there must be

Answer 1

an offer, acceptance, and consideration.

Question 2

Under the UCC, acceptance does not need to

Answer 2

mirror the offer.

Question 3

When both parties are merchants and acceptance does not mirror the offer, the terms of the contract depend on

Answer 3

whether the acceptance had additional or different terms.

Question 4

When a party includes different terms in an acceptance, a court will likely

Answer 4

apply the “knock-out rule,” where the different terms in the offer and acceptance between merchants nullify each other and are “knocked-out” of the contract.

Question 5

When a buyer accepts goods, he must

Answer 5

pay the contract price and relinquish any right to reject the goods.

Question 6

When a buyer accepts goods only to later discover they are non-conforming, he may revoke the original acceptance of the goods if:

Answer 6

(i) the defect substantially impairs the value of the goods;
(ii) the buyer accepted the goods without discovery of the non-conformity; and
(iii) such acceptance was reasonably induced by the difficulty of discovering the defect or because the seller gave reasonable assurances the goods were conforming.

Question 7

Upon rejection, a buyer must inform the seller of

Answer 7

any defect within a reasonable time after it was or should have been discovered by the buyer.

Question 8

If a buyer fails to exercise due diligence in discovering a defect,

Answer 8

his notice to the seller may be untimely, and revocation will be barred.

Question 9

Revocation must occur before

Answer 9

any substantial change in the condition of the goods not caused by the defect.

Question 10

Under the UCC, an additional term is automatically included in the final contract between merchants so long as:

Answer 10

(i) the terms do not materially alter the original contract;
(ii) the offer expressly limited acceptance to the terms of the offer; or
(iii) the offeror has already objected to the additional terms within a reasonable time after notice was received.

Question 11

A disclaimer of warranty provision is typically viewed as a term that

Answer 11

materially alters the original contract because it results in surprise or hardship if incorporated in the contract without the express awareness of the other party.

Question 12

Merchants are allowed to disclaim both

Answer 12

express and implied warranties under the UCC.

Question 13

To disclaim an express warranty,

Answer 13

there need to be words or conduct tending to negate the warranty and they must be reasonable.

Question 14

A disclaimer of the implied warranty of merchantability may be accomplished by

Answer 14

using the word “merchantability” either orally or in a conspicuous writing.

Question 15

The implied warranty of merchantability may be disclaimed by

Answer 15

using the words “as is” or “with all faults.”

Question 16

The UCC states that implied warranties may be excluded or modified by

Answer 16

(i) the course of dealing;
(ii) the course of performance; or
(iii) the use of trade.

Question 17

Virginia generally follows the American rule and prohibits the award of

Answer 17

attorney’s fees to a successful litigant in the absence of a specific law authorizing the recovery of such fees or an agreement of the parties.

Question 18

Virginia permits, at the discretion of the court, the award of attorney’s fees to a successful litigant when

Answer 18

a breach of contract action is coupled with a fraud action.