Virginia contracts distinctions Flashcards
Virginia approach to past consideration
Virginia rejects the modern trend, which holds that a promise to pay for previously performed acts will be enforceable if the promisee performed at the request of the promisor
== no past consideration
unconsionability
Unconscionability applies only to the formation of contracts
obligation of good faith applies only to the performance or enforcement of contracts.
Extra statute of frauds category in VA besides the MY LEGS categories
A contract to devise real property by will, or to leave all of one’s property by will, to another in exchange for services is within the Statute of Frauds.
For an oral agreement to make such a devise to be enforceable despite the Statute of Frauds, the following requirements must be met:
(1) the agreement must be certain and definite in its terms;
(2) the acts done in part performance must have been done pursuant to the agreement;
AND
(3) the contract must have been so far executed that a refusal to enforce it would operate a fraud upon the party rendering services.
If it is found to be unenforceable, the party rendering services may seek a resti- tutionary remedy.
does writing have to conclusively establish the existence of a K?
To satisfy the Statute of Frauds in Virginia, the writing need NOT conclusively establish the existence of a contract as long as it provides a basis for believing that the offered evidence rests on a real transaction.
virginia express warranty
The Fourth Circuit has held that the statement “this is a good quali- ty ladder” does not create an express warranty.
also, Virginia law recognizes that negations or limitations stated about the performance of goods being sold can undercut any express statements about quality or performance.
typically express warranties require an affirmation of fact or promise or description of the godos that creates an express warranty.
how to establish breach of implied warranty
To establish a breach of the implied warranty, the buyer must show: (1) the existence of a warranty, (2) that the warranty was bro- ken, and (3) that the breach was a proximate cause of the loss.
privity and breach of warranty
Virginia has completely abolished privity of contract as a defense to an action for personal injury based on breach of warranty. In place of the UCC alternatives regarding privity, the Virginia legis- lature has enacted a statute that provides that lack of privity shall be no defense in any action for breach of warranty against the manufacturer or seller of goods even though the plaintiff did not buy the goods from the defendant, as long as it was reasonable to expect that the plaintiff would use, consume, or be affected by the goods.
While this section eliminates the privity requirement in an action for damages for physical injury, it does not eliminate the privity requirement in actions for purely economic loss.
article 2 warranty provisions apply to
The warranty provisions apply to leases of goods, as well as sales of goods.
leases of goods governed by UCC art. 2A – has same warranties
does implied warranty of merchantability apply in used products?
yes
va alternate names for common carrier and non carrier contracts
non carrier = direct delivery contract ; carrier cases = transportation contracts
how is buyer supposed to respond when seller fails perfect tender ?
The buyer is not required to notify the seller initially of all their objections, but is required to notify the seller that the transaction was troublesome.
virginia restitution
In Virginia, if a person renders services to a decedent in consider- ation of his promise to leave her an interest in his land by will and that promise is broken, the promisee is entitled to recover on an implied contract the reasonable value of her services.
cutting off rights in third party situations
In Virginia, every sale of goods where possession is allowed to remain with the seller is void as against lien creditors and bona fide purchasers without notice until the contract or bill of sale is admitted to record.
But where no real fraud is intended, a subsequent delivery of the goods to the buyer validates the sale as to subsequent creditors and purchasers.
Implied warranty of merchantability - more info and requirements [VA essay 14]
some of the requirements for merchantability include that the goods:
pass without objection in the trade under the contract description
are fit for the ordinary purpose for which such goods are used [frequently used]
conform to any promises or affirmations of fact made on the label
how does VA deal with “different terms” under battle of the forms?
VA follows the knock out rule:
conflicting terms in the offer and acceptance are knocked out of the K, because each party is assumed to object to the inclusion of such terms in the K. Under the knockout rule, gaps left by the knocked out terms are filled by the acc gap-filler terms.
