VA Contracts Flashcards
In Virginia, promissory estoppel _______________ recognized as a substitute for consideration.
is not
Virginia Quasi Contract Element
Plaintiff confers a _________________________________ on the defendant;
o Defendant ______ that the benefit has been received; and
o It would be _________________________________ to retain the benefit without paying.
benefit
knows
inequitable
Virginia cases handle the necessity exception in three steps.
First, is the thing acquired generally considered a necessity (food, clothing, shelter, medicine)? Second, is there sufficient evidence to determine whether the things supplied were necessary here? Third, were the things supplied actually necessary? If the answer to all three questions is yes, then the supplier can bind the infant on an implied contract to pay fair value for the necessities.
Virginia does not recognize _____________________________ mistake as a basis for relief.
But if there’s ________ Virginia courts may treat
that as a mutual mistake.
unilateral mistake
a unilateral mistake + fraud or inequitable conduct
The Virginia Supreme Court has defined an unconscionable contract as one that “no man in his senses and not under a ______________________ would make, on the one hand, and as no fair man would accept, on the other.”
delusion
o Virginia case law provides that a pre-injury release of liability (or exculpatory clause) is _____________ as against public policy.
o But an ______________________ clause that determines how losses will be distributed between potentially liable parties is not void.
void
indemnity
o Virginia does not like non-compete clauses, and will only enforce them when they’re _______________ drafted and do not conflict with public policy.
o Virginia uses a three-factor test (Mnemonic: NIPP non-competes in the bud):
1. Necessity: is it greater than necessary to protect _____________________________ business interests? Consider function, duration, and geographical scope.
2. Impact: Does it _________________ restrict the employee’s ability to earn a living?
3. Public policy: Does it conflict? Consider Virginia’s disfavor of restrictions, any
shortage of the skills provided by the employee, concerns about the business’s monopoly interest.
narrowly
legitimate
unduly
Contracts that fall under the SOF in VA
- Marriage – Contract made upon consideration of marriage
- Suretyship – A contract made to answer the debt or duty of another
- One year – contracts that cannot be performed within one year of making
- UCC – contract for the sale of goods for the price of $500 or more.
- Real property contract – contract for the sale of an interest of real property
- Brokerage – a real estate brokerage contract
- Infancy – promise to pay a debt incurred during infancy, or ratification of a contract made
during infancy - (Big) Loans – a promise to lend money or extend credit in the amount of $25,000 or more.
- Generous Executor – a promise by the executor of an estate to pay a debt of the estate with the
executor’s own money
In Virginia, the defense of part performance is established by showing:
▪ The parol agreement relied on is “______________ and _______________ in its terms;”
▪ The acts proved in part performance are connected to that agreement; and
▪ The agreement was so far executed that a _______________ of full execution would
operate a fraud upon the party.
certain
definite
refusal
o Extrinsic evidence is _______________ admissible to give meaning to or explain ambiguous, vague, or indefinite terms.
o If the contract is ________________ incomplete, then extrinsic evidence may be introduced in order to add or supplement with consistent additional terms.
always
facially
In Virginia, the implied warranty of merchantability applies both to new and _________ goods, but the ____________________ for merchantability will differ depending upon whether it is new or used.
used
standard
In Virginia, a disclaimer that is printed in the same size, style, and color as most of the other contract language is probably ____ conspicuous.
not
Implied warranty of fitness for a particular purpose
▪ Applies if:
* The buyer has a _______________________ purpose for the goods and is relying on the seller’s skill or judgment to select the appropriate goods; and
* The seller _______________ that the buyer is relying on his or her skill or judgment.
specific
knows
o If a plaintiff sues a defendant for breach of UCC warranties regarding goods, it is no defense that the plaintiff did not _________________________ the goods from the defendant.
o Virginia statutes look instead to whether the plaintiff was ____________________________ expected to use, consume, or be affected by the goods.
Virginia law requires the party seeking specific performance to show:
o No_____________________;and
o That the terms of the contract sought to be enforced are sufficiently __________________.
- When are legal remedies inadequate?
o If they are impossible or _________________________________ to measure; or
o If the aggrieved party cannot purchase ______________________________ performance.
adequate remedy at law
definite
difficult
substitute
Virginia agrees: Will not award punitive damages unless ________________________ damages are also awarded and the breaching party is liable for a willful, independent _________.
compensatory
tort
Requirements—if the seller fails to make perfect tender, here’s what happens next:
a. If the buyer rejects the goods:
▪ To be effective, the buyer must reject within a ________________ time (which depends upon the circumstances).
▪ The buyer is entitled to_____ the goods.
▪ The buyer must ___________________ the seller of the rejection.
▪ In Virginia, if the notice of rejection is unreasonably late, the rejection is not effective.
Treat the goods as having been ________________________ accepted.
If the buyer accepts the goods:
Must pay the purchase price and
The buyer may __________________________ its damages from the purchase price.
reasonable
inspect
notify
impliedly
deduct
