1L 2SEM - CONTRACTS FINAL

Question 1

Supplementing the Agreement: Implied in Fact?

Answer 1

term implicit to what parties’ agreed

Question 2

Supplementing the Agreement: implied by law

Answer 2

term courts find should be made as part of the agreement by operation of law to avoid unjust enrichment

Question 3

Supplementing the Agreement: Implied promises

Answer 3

promises can be implied (fact or law) by party’s words or actions

Question 4

Supplementing the Agreement: may promises be implied from writing that is imperfectly expressed?

Answer 4

yes

Question 5

Supplementing the Agreement: best efforts vs reasonable efforts

Answer 5

• UCC: best efforts => interpreted as reasonableness or diligence
• CL: reasonable efforts

Question 6

Supplementing the Agreement: reasonable notification of termination required, and when?

Answer 6

• yes
• reasonable time is not defined

Question 7

Supplementing the Agreement: exception to when notification of termination is not required?

Answer 7

• if notification would make contract unconscionable

Question 8

Supplementing the Agreement: what is a warranty

Answer 8

contractual assurance that goods will meet a certain standard

Question 9

supplementing the agreement: what does every contract have implied?

Answer 9

an obligation of good faith

Question 10

supplementing the agreement: two common categories of warranties

Answer 10

1. warranty of title: guarantee seller has title
2. warranty of quality: guarantee of quality for a specified time

Question 11

supplementing the agreement: two common categories of warranties of quality

Answer 11

1. express: written or oral
2. implied: implied warranty of merchantability, implied warranty of fitness for a particular purpose

Question 12

supplementing the agreement: three ways express warranties are created

Answer 12

1. affirmation of fact or promise
2. description of the goods
3. sample or model

Question 13

supplementing the agreement: implied warranty of merchantability requirements

Answer 13

1. seller must be a merchant
2. contract for the sale of goods

Question 14

supplementing the agreement: how to prove breach for warranty of merchantability

Answer 14

1. merchant sold goods not merchantable
2. buyer suffered an injury
3. the defect caused the injury

Question 15

supplementing the agreement: requirements for implied warranty of fitness for a particular purpose

Answer 15

1. seller knows or has reason to know the buyer’s intended special purpose
2. buyer relies on the seller’s skill or judgment

Question 16

supplementing the agreement: how to prove breach for implied warranty of fitness for a particular purpose

Answer 16

1. seller knew or had reason to know of the buyer’s particular purpose
2. seller was aware the buyer was relying on seller’s expertise
3. buyer actually relied on seller’s skill or judgment
4. goods were not fit for the buyer’s intended purpose

Question 17

supplementing the agreement: implied warranty of workmanlike construction elements

Answer 17

1. housing was constructed for use as a residence
2. buyer purchased the home from the builder
3. buyer was unaware of defect at time of purchase
4. defect caused buyer to suffer damages

Question 18

supplementing the agreement: is there an extension for implied warranty of workmanlike construction to subsequent buyers

Answer 18

yes, because of public policy, defects may not be immediately apparent, increased mobility in society

Question 19

supplementing the agreement: statute of repose and statute of limitations for implied warranty of workmanlike construction

Answer 19

• statute of repose: 15 years, preventing indefinite claims against builders
• statute of limitations: begins only when the defect is or should have been discovered

Question 20

supplementing the agreement: how to disclaim express warranties

Answer 20

1. oral express
2. written: nearly impossible

Question 21

supplementing the agreement: how to disclaim implied warranties

Answer 21

• if written, must be conspicuous
  1. implied warranty of merchantability: must use word “merchantability”
  2. implied warranty of fitness for a particular purpose: must be in writing
  3. UCC: “as is” language

Question 22

defenses to enforceability: who is able to enter into a contract

Answer 22

1. adult
2. sound mind

Question 23

defenses to enforceability: minor defense

Answer 23

1. under 18
2. disaffirm at any time OR reasonable time after turning 18 (expressly or impliedly)
3. ratify after reaching 18 (expressly, impliedly, failing to disaffirm in timely manner)
   - voidable

Question 24

defenses to enforceability: