VA Contracts & Sales

Question 1

In VA, are punitives permitted for breach of contractual warranty?

Answer 1

No

Question 2

Does VA use the perfect tender rule?

Answer 2

Yes

Question 3

In Virginia, in order to reject nonconforming goods, as an initial matter, must the buyer notify the seller that the transaction was generally troublesome?

Answer 3

No (perfect tender rule)

Question 4

To whom does Virginia extends a seller’s liability for breach of an express or implied warranty?

Answer 4

Any person in privity of contract with the seller.

Question 5

To whom does Virginia extend liability for physical injury caused to individuals by breach of warranty?

Answer 5

Any reasonably foreseeable user of the goods.

Question 6

In VA, may implied warranties arise if the parties are not merchants?

Answer 6

Yes

Question 7

In Virginia, to establish breach of an implied warranty, what must a buyer must show?

Answer 7

(i) existence of warranty
(ii) that warranty was broken
and
(iii) breach was a proximate cause of the loss

Question 8

When does the obligation of good faith apply?

Answer 8

Parties’ performance and enforcement of a contract.

Question 9

In VA, is there an obligation of good faith during the formation of a contract?

Answer 9

No, though a contract may be set aside if the circumstances of its formation are unconscionable.

Question 10

In VA, when does unconscionability apply?

Answer 10

Only to the formation of contracts.

Question 11

If the circumstances of the contract’s formation are unconscionable, what part of the contract is unenforceable?

Answer 11

All or part.

Question 12

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?

Answer 12

Yes.

Question 13

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:

Answer 13

(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.

Question 14

In Virginia, in order to satisfy the writing requirement of the Statute of Frauds, what must a writing provide?

Answer 14

Basis for believing that the offered evidence rests on a real transaction.

Question 15

In Virginia, does a writing need to be a contract, or conclusively establish the existence of a contract, to satisfy the Statute of Frauds?

Answer 15

No.

The writing only need provide basis for believing that the offered evidence rests on a real transaction.

Question 16

What is the modern trend on enforceability of promises to pay for previously performed acts?

Answer 16

Enforceable if the promisee performed at the request of the promisor.

Question 17

Does Virginia accept the modern trend on enforceability of promises to pay for previously performed acts?

Answer 17

No.

Question 18

What is the common law rule on enforceability of promises to pay for previously performed acts?

Answer 18

Past consideration generally does not give rise to an enforceable obligation, subject to limited exceptions.

Question 19

Does Virginia accept the common law rule on enforceability of promises to pay for previously performed acts?

Answer 19

Yes.

Question 20

Per VA law, is a writing required for the sale of specially manufactured goods?

Answer 20

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.

Question 21

When may an untimely delivery argument fail?

Answer 21

when a modified “course of performance” has been established

Question 22

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?

Answer 22

no

Question 23

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.?

Answer 23

no

Question 24

What recovery do Virginia law and UCC permit when buyer breaches a contract?

Answer 24

stop shipment
sue for contract price
sell the goods
sell the unfinished product

Question 25

Per VA law and UCC, what is “stop shipment” recovery and when is it available to sellers?

Answer 25

VA Law and UCC allow a seller to stop shipment of goods in transit when a buyer wrongfully rejects/revokes acceptance of goods, or fails to make a payment due on/before delivery

Question 26

Per VA law and UCC, when may a seller sue buyer for the contract price (on contract breach claim)?

Answer 26

VA Law and UCC allow a seller to sue for the contract price of the goods PLUS incidental damages IF he is unable to resell them at a reasonable price.

Question 27

When a buyer breaches a contract, how do VA law and the UCC permit the seller to sell the goods?

Answer 27

VA Law and UCC allow a seller to sell goods and recover damages for the difference between contract price and resale price, plus incidental damages.

But only if seller gives notice to buyer, and resells in a commercially reasonable way.

Question 28

When a buyer breaches a contract, how do VA law and the UCC permit the seller to sell the unfinished product?

Answer 28

VA Law and UCC allow a seller to complete the manufacture, or stop manufacture and sell the goods as scrap in order to salvage value.