VA Contracts

Question 1

Requirements for a valid contract

Answer 1

Offer, Acceptance, Consideration, Legality, Capacity

Question 2

Definition of Consideration

Answer 2

A bargained-for exchange that induces a detriment to the promisee or a benefit to the promisor

Question 3

Statute of Frauds in Virginia

Answer 3

Certain contracts must be in writing to be enforceable, including contracts for the sale of goods over $500, contracts that cannot be performed within one year, and contracts for the sale of real property

Question 4

Parol Evidence Rule

Answer 4

Prohibits the introduction of evidence of prior or contemporaneous agreements that contradict a written contract, unless exceptions apply

Question 5

Elements of a Breach of Contract Claim

Answer 5

Existence of a valid contract, Plaintiff’s performance or excuse for non-performance, Defendant’s breach, Damages resulting from the breach

Question 6

Remedies for Breach of Contract

Answer 6

Legal remedies (damages), Equitable remedies (specific performance, injunction), Restitution

Question 7

Anticipatory Repudiation

Answer 7

When one party unequivocally indicates that they will not perform their contractual obligations before performance is due

Question 8

Unconscionability

Answer 8

A defense that allows a court to refuse to enforce a contract that is so unfair or one-sided that it shocks the conscience

Question 9

Promissory Estoppel

Answer 9

A promise is enforceable without consideration if the promisor should reasonably expect to induce action or forbearance, and such action or forbearance is actually induced

Question 10

Doctrine of Impracticability

Answer 10

Performance is excused when it becomes excessively burdensome due to an unforeseen event, and the non-occurrence of the event was a basic assumption of the contract

Question 11

Mirror Image Rule

Answer 11

Acceptance must exactly match the terms of the offer; any deviation constitutes a counteroffer

Question 12

Mailbox Rule

Answer 12

Acceptance is effective upon dispatch if properly mailed, even if never received by the offeror

Question 13

Option Contract

Answer 13

A separate contract in which the offeror agrees to keep the offer open for a specified period in exchange for consideration

Question 14

Quasi-Contract

Answer 14

An obligation imposed by law to prevent unjust enrichment, even in the absence of a contract

Question 14

Unilateral Contract

Answer 14

A contract in which one party makes a promise in exchange for the other party’s performance

Question 14

Bilateral Contract

Answer 14

A contract in which both parties exchange promises to perform

Question 15

Unilateral Mistake

Answer 15

One party is mistaken about a basic assumption; the contract is voidable if the mistake is material and the other party knew or should have known of the mistake

Question 16

Mutual Mistake

Answer 16

Both parties are mistaken about a basic assumption on which the contract is based; the contract is voidable by the adversely affected party

Question 17

Duress

Answer 17

A contract is voidable if one party is forced to enter into it through wrongful threats or coercion

Question 18

Undue Influence

Answer 18

A contract is voidable if one party exerts excessive pressure on the other, taking advantage of a position of power or trust

Question 19

Consideration: Adequacy

Answer 19

Courts generally do not inquire into the adequacy of consideration, as long as it is legally sufficient

Question 19

Fraud in the Factum

Answer 19

A contract is void if one party is deceived as to the nature of the document being signed

Question 20

Fraud in the Inducement

Answer 20

A contract is voidable if one party is misled into entering the contract by false representations

Question 21

Past Consideration

Answer 21

Generally not valid consideration; a promise based on past acts is unenforceable

Question 22

Pre-Existing Duty Rule

Answer 22

A promise to perform a pre-existing duty is not valid consideration unless there is a new or different consideration

Question 23

Accord and Satisfaction

Answer 23

An agreement to accept a different performance to discharge an existing obligation, followed by the performance of that agreement

Question 24

Novation

Answer 24

Substitution of a new contract or party for an old one, with the consent of all parties involved

Question 25

Assignment of Rights

Answer 25

Transfer of contractual rights to a third party; assignor’s rights are extinguished and assignee acquires those rights

Question 26

Delegation of Duties

Answer 26

Transfer of contractual duties to a third party; delegator remains liable if the delegatee fails to perform

Question 27

Third-Party Beneficiary

Answer 27

A person who is not a party to the contract but stands to benefit from its performance; can enforce the contract if intended

Question 28

Trade Usage

Answer 28

Parties to sales contracts may use terms that are generally accepted
in trade usage, when such terms should be reasonably understood by the parties.

Question 29

Installment Contract

Answer 29

Installment contracts regarding sales of goods are permitted and regulated by the Uniform
Commercial Code, Article 2. Where the parties have entered an installment contract, latedelivered goods may be rejected only if the late delivery substantially impairs the value of the
goods. Additionally, if the value is substantially impaired, the buyer may cancel the contract so
as not to continue receiving future installments. The buyer must do this within a reasonable
time and must give notice to the seller. The buyer will be entitled to damages, which are
calculated as the difference between the market value of the goods and the contract price, plus
lost profits. When buyers recognize goods will be late in delivery, they may be required to
attempt to mitigate by obtaining the goods elsewhere and selling them. However, where the
seller continues to make assurances that the delivery is coming and the contract will be fulfilled,
buyers are not required to cover elsewhere.

Question 30

Acceptance of Nonconforming Goods

Answer 30

A buyer that has accepted non-conforming goods may keep the goods, attempt to sell them and
mitigate any loss, and then to recover damages for any loss resulting from the breach, including
lost profits.

Question 31

Detinue as Contract Remedy

Answer 31

Definition: Detinue is the legal action used in Virginia to recover goods wrongfully withheld by another party.
Context: Under the UCC, this remedy is known as “replevin” in other jurisdictions.
Statutory Reference: Va. Code Ann. § 8.2-716(3)
Application: Used when a buyer has made at least partial payment for identified goods and the seller has failed to deliver the goods as required by the contract.