R5: Contracts & Sales

Question 1

Factors for an offer to qualify as a firm offer.

Answer 1

1. Sale of goods (excluding land)
2. In writing (not oral)
3. Seller must be a merchant

Question 2

Exceptions to the Statute of Frauds for goods requiring written contracts ?

Answer 2

"SWAP"
Specially manufactured goods (custom)
Written confirmation (merchant confirmatory memo rule)
Admitted in court
Performance has been excepted

Question 3

Non-carrier cases: Merchant vs non-merchant

Answer 3

Non-merchant seller - risk of loss passes to buyer upon seller’s tender of delivery
Merchant seller - risk of loss passes to buyer gets physical possession

Question 4

Common carrier cases: shipment contracts vs. destination contracts

Answer 4

Shipment contracts (F.O.B. seller place) - ROL passes when goods are delivered to carrier
Destination contracts (F.O.B. buyer place) - ROL passes when goods reach the destination and seller tenders delivery

Question 5

Name the 4 types of implied warranties

Answer 5

Express
Warranty of title (implied)
Warranty of merchantability (implied)
Warranty of fitness for particular (implied)

Question 6

Define express warranties: 1. how arise, 2. by whom, 3. disclaimer

Answer 6

1. By affirmation of fact, promise, description, model or sample
2. Any seller
3. Cannot disclaim

Question 7

Define warranty of title: 1. implied, 2. how arise, 3. by whom, 4. disclaimer

Answer 7

1. Title is good, transfer rightful, no lines or encumbrances
2. By sale of goods
3. Any seller
4. By specific language or circumstances showing seller does not claim title

Question 8

Define warranty of merchantability: 1. implied, 2. how arise, 3. by whom, 4. disclaimer

Answer 8

1. Goods fit for ordinary purpose
2. By sale of goods regulary sold by the merchant
3. Merchant only
4. Mention of merchantability. Conspicuous if written

Question 9

Define warranty of fitness for a particular: 1. implied, 2. how arise, 3. by whom, 4. disclaimer

Answer 9

1. Goods selected by seller fit for buyer
2. By sale of goods where buyer relies on seller to choose goods.
3. Any seller
4. By conspicuous written disclaimer

Question 10

Define Anticipatory Repudiation

Answer 10

Occurs when buyer or seller indicates in advance of performance that they will not perform

Question 11

A contracting party can establish a defense of fraud if they can prove:

Answer 11

"MAIDS" fraud
Misrepresentation of material fact
Actual and justifiable reliance
Intent to induce reliance
Damages
Scienter (intent to deceive)

Question 12

Which contracts require writing to be enforceable?

Answer 12

"MYLEGS"
Marriage 
Years - more than a year
Land
Executors
Goods ($500 or more)
Suretyship