VA Contracts & Sales Flashcards
In VA, are punitives permitted for breach of contractual warranty?
No
Does VA use the perfect tender rule?
Yes
In Virginia, in order to reject nonconforming goods, as an initial matter, must the buyer notify the seller that the transaction was generally troublesome?
No (perfect tender rule)
To whom does Virginia extends a seller’s liability for breach of an express or implied warranty?
Any person in privity of contract with the seller.
To whom does Virginia extend liability for physical injury caused to individuals by breach of warranty?
Any reasonably foreseeable user of the goods.
In VA, may implied warranties arise if the parties are not merchants?
Yes
In Virginia, to establish breach of an implied warranty, what must a buyer must show?
(i) existence of warranty
(ii) that warranty was broken
and
(iii) breach was a proximate cause of the loss
When does the obligation of good faith apply?
Parties’ performance and enforcement of a contract.
In VA, is there an obligation of good faith during the formation of a contract?
No, though a contract may be set aside if the circumstances of its formation are unconscionable.
In VA, when does unconscionability apply?
Only to the formation of contracts.
If the circumstances of the contract’s formation are unconscionable, what part of the contract is unenforceable?
All or part.
In VA, is an agreement to leave all of one’s property by will to another in exchange for services within the Statute of Frauds?
Yes.
In VA, an agreement to leave all of one’s property by will to another in exchange for services, though made only orally, will be enforceable if:
(i) agreement is certain and definite in its terms,
(ii) part performance occurred pursuant to the agreement,
and
(iii) services were performed to an extent that refusal to enforce the agreement would effectively operate as a fraud.
In Virginia, in order to satisfy the writing requirement of the Statute of Frauds, what must a writing provide?
Basis for believing that the offered evidence rests on a real transaction.
In Virginia, does a writing need to be a contract, or conclusively establish the existence of a contract, to satisfy the Statute of Frauds?
No.
The writing only need provide basis for believing that the offered evidence rests on a real transaction.
What is the modern trend on enforceability of promises to pay for previously performed acts?
Enforceable if the promisee performed at the request of the promisor.
Does Virginia accept the modern trend on enforceability of promises to pay for previously performed acts?
No.
What is the common law rule on enforceability of promises to pay for previously performed acts?
Past consideration generally does not give rise to an enforceable obligation, subject to limited exceptions.
Does Virginia accept the common law rule on enforceability of promises to pay for previously performed acts?
Yes.
Per VA law, is a writing required for the sale of specially manufactured goods?
NOT required if the “specially manufactured” goods are not suitable for resale in ordinary business, AND seller made substantial steps toward manufacturing/procuring the goods.
When may an untimely delivery argument fail?
when a modified “course of performance” has been established
When buyer fails to notify seller of warrant breach w/in a reasonable time after breach is discovered or should have bene discovered, may breach of warranty be argued?
no
Per VA law, does a contract fail for indefiniteness if the parties intended to make a contract and there is a reasonable certain basis for giving an appropriate remedy.?
no
What recovery do Virginia law and UCC permit when buyer breaches a contract?
stop shipment
sue for contract price
sell the goods
sell the unfinished product
