Barbri Contracts MC Review

Question 1

Is a quasi contract a contract?

Answer 1

No, name given when an unenforceable contract results in unjust enrichment

Question 2

Bilateral contract

Answer 2

xchange of mutual promises

e/party is both a promisor & promisee

can be accepted in any reasonable way

*most contract are bilateral

most offers here are “indifferent” offers that may be accepted by promising or beginning performance

Question 3

Unilateral contracts

Answer 3

Acceptance by performance

look for “only by”

offeror requests performance rather than a promise

offeror-promisor promises to pay upon completion of requested act by the promisee

occurs in 2 situations:
1. offeror clearly unambiguously indicates completion of performance is only manner of acceptance
2. offer to public, like reward offer of prize contest

Question 4

UCC Article 2

Answer 4

Sale of goods

goods are all things movable — applies to sales of most tangible things (including cars, horses, hamburgers)

DOESN’T APPLY to sale of real estate, services (employment, health club membership) or intangibles (patent, construction contracts)

Question 5

merchant definition in implied warranty of merchantibility

Answer 5

narrower

require person to be a merchant w/respect to the type of goods involved in the transaction

Question 6

how to decide if UCC Art 2 or common law should be applied in a mixed contract

Answer 6

which aspect is dominant & apply law governing that aspect to whole doc

division btwn goods & services? Art 2 applies to sale portion & common law is services

Question 7

Requirements contract

Answer 7

buyer promises to buy from a certain seller all of the goods the buyer requires

seller agrees to sell that amt to the buyer

• “I promise to deliver all the widgets I have”, “all the quantity I have I’m gonna give to you”
• Buy all the widgets
• Key word: good faith
• If I acted in good faith to get you all the widgets I have, I’m off the hook

*can’t demand a quantity unreasonably disproportionate to (1) any stated estimate (2) any normal or comparable prior requirements

Question 8

output contract

Answer 8

seller promises to sell to a certain buyer all of the goods that the seller produces

buyer agrees to buy that amount from the seller

*can’t demand a quantity unreasonably disproportionate to (1) any stated estimate (2) any normal or comparable prior output

Question 9

A small business owner decided to retire, so she offered her long-time employee a chance to buy the business for $1 million. She promised in writing to keep the offer open to him for 90 days and to give him enough time to secure financing once he accepted the offer. Over the next few days, the employee cashed out all his retirement accounts and took a second mortgage on his home to raise the funds to purchase the business. When he approached the business owner to discuss the details of the sale, she said that she changed her mind and was revoking her offer because she did not want to retire after all.

Was the owner’s revocation of her offer proper?

Answer 9

Yes, because it was an offer that could be revoked at will.

offers can be revoked at will by offeror, even if promise not to revoke for certain period of time

Detrimental reliance can limit an offeror’s power to revoke where the offeror could reasonably expect that the offeree would rely to his detriment on the offer, and the offeree does so rely.

this usually is limited to those situations in which the offeror would reasonably contemplate reliance by the offeree in using the offer before it is accepted; e.g., when a general contractor uses a subcontractor’s bid in making its own offer. Here, the offer itself included a promise by the owner to give the employee time to secure financing after the offer was accepted. Therefore, the owner had no reason to anticipate that the employee would take immediate steps to raise the purchase money before he even accepted the offer.

Question 10

A hotelier opening a new inn in the Pacific Northwest sent letters to all known hotel and motel suppliers on June 1, alerting them to his need for such items as ice buckets, televisions, linen, and mattresses. The hotelier received a signed letter dated June 8 from a hotel supply company, stating that the company had 250 ice buckets left in stock and will sell them to the hotelier for $1 each. The company added that it must receive the hotelier’s answer by November 1 and will hold the ice buckets for the hotelier until then. On July 1, the company sold 200 of the ice buckets to a competing hotel chain, which had recently opened a hotel on the East Coast. On July 2, the company sent the hotelier an email stating it had only 50 ice buckets left for sale. The hotelier received the email that day, but put it aside and never read it. On July 10, the hotelier notified the company that he was accepting the company’s offer to sell 250 ice buckets. The company, upon receiving the hotelier’s acceptance, shipped the remaining ice buckets. The hotelier sues the company for failing to deliver all 250 ice buckets.

Will the hotelier prevail?

Answer 10

Yes, because the company promised in a signed writing to hold the offer open.

ice buckets are movable goods, so Art 2 UCC applies

The June 8 letter from the supply company is a firm offer under UCC section 2-205. No consideration is required, bc the company is a “merchant” of ice buckets. Where a time period for the offer is stated, the period of irrevocability is that period, except that the period cannot exceed three months. Here, the three-month period would end on September 8. The company’s email stating that it had only 50 ice buckets left to sell constitutes an invalid attempt at revocation, because it is within the three-month period of irrevocability.

Question 11

An art collector was interested in buying a painting from his neighbor. The neighbor told the collector that he could have the painting for $30,000. The collector wanted to think the purchase over. Therefore, the two agreed in writing that the neighbor would keep the offer open for 30 days in exchange for $500, which the collector paid. The terms of the written agreement provided that the offer would expire at 11:59 p.m. on September 30 if the collector failed to accept by that time. On September 20, the collector telephoned his neighbor and told him, “The more I think about it, the less I think that I want your painting.” The neighbor responded, “That’s your decision to make.” On September 26, one of the neighbor’s friends was visiting him, saw the painting, and offered his friend (the neighbor) $35,000 for it.

On September 27, the neighbor mailed a $50 check to the collector with a letter stating that he was terminating his offer to the collector regarding the painting and refunding 10% of the money that the collector paid him to keep the offer open. He mailed the letter at 11:59 p.m. on September 27. The collector received the letter at 11:30 a.m. on September 29. On September 28, at 9:30 a.m., the collector mailed a letter to his neighbor stating that he had decided to purchase the painting and a certified check in the amount of $30,000 was enclosed. Two hours later, the neighbor sold the painting to his friend for $35,000. The neighbor received the collector’s letter on October 1 and immediately mailed the check back to the collector.

Can the collector maintain a successful legal action against his neighbor?

Answer 11

No, because the collector’s power to accept lapsed before he effectively accepted.

The collector’s power to accept lapsed because the option contract specified that the offer would expire at 11:59 p.m. on September 30. Hence, the power had to be exercised prior to that time and it was not.

The mailbox rule does not apply to the exercise of options. In such cases, acceptance is effective when received by the offeror, here on October 1

Question 12

UCC Firm Offer

Answer 12

1. Merchants
2. Signed writing by Merchant
   Time Limit
   * Can only stay open for a MAX of 3 months
   * Irrevocability status is gone, reverts back to being revocable
   * If I call you at day 92 to accept your fruit offer, you must now sell me the fruit bc you accepted before I revoked

Question 13

What type of contract makes the right to accept transferable?

Answer 13

Option contracts

Question 14

Offer definition

Answer 14

• Outward manifestation of our intent to enter into a contract
• Needs specific terms and intent, e.g. I want to sell you my black 2002 camry for $20K is an offer vs. some day I wanna sell you my car

Question 15

What are 3 instances when an offer isn’t revocable?

Answer 15

Option, firm offer, unilateral once performance has begun

Question 16

Acceptance definition

Answer 16

the unequivocal and unconditional agreement to the terms of an offer, signifying the offeree’s willingness to be bound by the contract.

Question 17

how can you cure vague terms in a contract?

Answer 17

part performance

Question 18

what if a contract has missing terms?

Answer 18

supply reasonable terms

Question 19

when an acceptance is made expressly conditional on the acceptance of new terms, is it a rejection of the offer?

Answer 19

YES

conditional acceptance is essentially a new offer

OG offeror may form a contract by expressly assenting to the new terms

can’t be accepted by performance

IF parties ship or accept goods after a cond acceptance, a contract is formed by their conduct & the new terms aren’t included

Question 20

does a rejection of or a counteroffer to an option constitute a termination of the offer?

Answer 20

NO

offeree still free to accept the OG offer within the option period unless offeror has detrimentally relied on offeree’s rejection

Question 21

How can a bilateral contract be accepted?

Answer 21

any reasonable way, so starting performance is enough to accept the offer

Question 22

On July 1, a cattle breeder, who was planning to retire soon, sent a note to his neighbor offering to sell his prize bull for $15,000. On July 10, the neighbor, who was also a cattle breeder, wrote the following note to the retiring breeder:

“I have decided to take the bull. I will give you a cashier’s check on delivery on Saturday, July 28.”

The retiring breeder did not respond. The retiring breeder did not want to deliver the bull on July 28 and did not think that the delivery day was agreed to. Instead, he delivered the bull on Monday, July 30. The neighbor refused the delivery and stated that he had found another bull he likes better. The retiring breeder sues the neighbor for breach of contract.

Is the retiring breeder likely to prevail?

Answer 22

No, because he did not deliver the bull on July 28.

UCC sale of goods contract — acceptance w/add’l terms don’t constitute rejection & counteroffer but is effective acceptance unless expressly conditional on assent to add’l terms

here, neighbor accepts offer & adds add’l term of delivery date

both parties merchants. Change of delivery date don’t alter material terms. Offer didn’t limit acceptance to its terms & retiring breeder doesn’t object, so Jul 28th becomes part of contract. By delivering on Jul 30th, retiring breeder breaches contract

Question 23

B makes a written offer to buy 100 widgets from S. Offer doesn’t mention any warranties. S written acceptance disclaims all warranties. Is there a contract?

Does the contract include S’s disclaimer?

Answer 23

Yes, Art 2 UCC. Acceptance can be effective even with adding or changing terms.

No, since it’s a material change

Question 24

A wholesale seller of widgets telephoned a retail seller of widgets and told him that he had 5,000 pounds of widgets ready for delivery at $5,000. The retailer agreed to purchase the widgets, but stated that he wanted the wholesaler to deliver 2,000 pounds now and 3,000 pounds next month. There were no further communications between the parties.

Assuming that the retailer’s request is not a material change of terms, what is the most likely result of the conversation between the wholesaler and the retailer?

Answer 24

A contract was formed to deliver 2,000 pounds now and 3,000 pounds next month.

1. delivery terms don’t materially alter contract
2. offer didn’t expressly limit acceptance to terms of the offer
3. wholesaler didn’t object to terms

So, there’s a contract containing the add’l terms

Question 25

when an acceptance contains terms add'l to the offer terms. and the contract is between merchants, are the add'l terms in the acceptance included in the contract

Answer 25

YES, unless 1. materially alter contract 2. offer expressly limits acceptance to terms of the offer 3. offeror objects within a reasonable time

Question 26

A doll collector knew that an acquaintance from her doll collectors' club coveted one particular doll that she owned. The doll collector mailed a letter to the acquaintance on May 3 offering to sell the doll to her for $750. Her letter arrived on May 4. On May 5, the doll collector changed her mind and immediately mailed a revocation to the acquaintance. This revocation arrived on May 7. As the mail carrier handed it to her, the acquaintance simultaneously handed to the mail carrier her own letter to the doll collector, unequivocally accepting her offer. What is the result of the actions here?

Answer 26

The outcome would turn on the court's determination as to whether the doll collector's letter had been received by the acquaintance before she had entrusted the letter of acceptance to the mail carrier. Receipt does not require knowledge of the revocation, but merely possession of it. The communication need not be read by the recipient to be effective.

Question 27

On July 1, a cattle rancher offered to sell his ranch to a dairy farmer for $150,000. The dairy farmer paid the cattle rancher $1,000 to hold the offer open for a period of 30 days. On July 10, the dairy farmer wrote to the cattle rancher, telling him that he could not pay more than $100,000 for the ranch, and that if he would not agree to accept that amount, he would not go through with the deal. The dairy farmer received no reply from the cattle rancher. On July 29, the dairy farmer mailed a letter to the cattle rancher telling him that he accepted his offer to sell the ranch and enclosed a check for $150,000. The cattle rancher received this letter on August 1. Has a contract been formed between the parties for the sale of the ranch?

Answer 27

No, because the cattle rancher did not receive the dairy farmer's acceptance within 30 days. mailbox rule does not apply to option contracts. An acceptance under an option contract is effective only upon receipt The dairy farmer mailed his acceptance within 30 days but it was not received by the cattle rancher within the 30-day period (went to 31 days), so the acceptance was not effective

Question 28

is new consideration required for the modification of a contract?

Answer 28

✅ general contract law 🚫 modern view permits modification w/o consideration if: 1. mod is bc of circumstances unanticipated by parties when contract was made 2. it's fair & equitable 🚫 UCC, just need good faith promises of new & diff terms

Question 29

is a preexisting legal duty consideration?

Answer 29

no

Question 30

what are the exceptions to the preexisting legal duty requirement?

Answer 30

1. New or different consideration is promised 2. The person is agreeing to go through with a deal they had the right to cancel (contract w/a minor or fraud of another party) 3. preexist duty owed to a 3rd person instead of promisor 4. honest dispute as to duty 5. unforeseen circumstances, like impracticability. Modern view: If something unexpected happens after a contract is made, and both sides agree to change the deal in a way that is fair under the new situation, the change (modification) can be legally valid.

Question 31

A professional baseball player visited a sick boy in the hospital. The player told the boy that in consideration of the boy's courage, he would hit a home run for him in his next game. As the player was leaving the hospital, the boy's father stopped the player and told him how important the home run could be in improving his son's spirits and health. The father told the player he would pay him $5,000 if he did hit a home run in his next game. The player agreed and took extra batting practice before his next game to improve his chances. In his next game, the player hit two home runs. The player's contract with his ball club does not forbid him from accepting money from fans for good performance. The player has now asked the father for the $5,000. If the father refuses to pay and the baseball player brings an action against him for damages, which of the following is correct under the prevailing modern rule in contract law?

Answer 31

🧩 The Situation: A baseball player promised a sick boy he’d hit a home run. The boy’s dad then told the player: “If you hit a home run, I’ll give you $5,000.” The player agreed, tried harder (extra practice), and hit two home runs. Now the player wants the $5,000 from the dad. ❓ The Legal Question: Can the player legally make the dad pay him the $5,000? ✅ Yes — and here’s why: 💡 Rule: A contract needs consideration. That means each side must give something: The player gives effort/performance (hitting a home run). The dad gives money. ❗ Problem: The player already had a job — to hit home runs! Usually, you can’t make a contract for something you’re already required to do. That’s called the preexisting duty rule. 💥 BUT: There’s an exception. That rule only applies if the promise is made to the same person who you're already obligated to. Here, the player’s duty to hit home runs is owed to his team, not the dad. So, when the dad offers money, it’s a separate deal — a new contract. 🧠 Bottom Line: Even though the player already tries to hit home runs for work, he wasn’t obligated to hit one for the dad. That makes the dad’s promise a valid contract, and the player can enforce it.

Question 32

If you agree to do something new or different from what you already promised—like paying in a different way—can that count as enough value ("consideration") to change or cancel the original agreement?

Answer 32

YES

Question 33

What's the merchant confirmation exception to the SoF?

Answer 33

Merchant Confirmation 1. Merchant sends confirmation signed by sender (merchant) 2. Includes the quantity 3. Recipient doesn’t write a written objection within 10 days

Question 34

On April 15, a wholesaler of tulip bulbs telephoned a local nursery and offered to sell to the nursery 80 gross of tulip bulbs for $8,000, not including delivery charges. The nursery accepted immediately. On April 17, the nursery sent the wholesaler an email confirming the deal for the sale of 80 gross of tulip bulbs for $8,000, and stating that it anticipated a waiver of the delivery charges because of the size of the order. On May 3, the wholesaler telephoned the nursery and stated that, due to a poor growing season for tulips, it would not be able to supply any tulip bulbs to the nursery. If the nursery brings suit against the wholesaler and the wholesaler asserts the Statute of Frauds as a defense, will the nursery prevail?

Answer 34

Yes, because its April 17 email contained the quantity term. UCC applies --- purchase & sale of goods SoF requires that a contract for the sale of goods for $500 or more be evidenced by a writing signed by the party to be charged & includes essential elements of agreement like quantity term

Question 35

A man and a woman met in a bar. While the two enjoyed a couple of drinks, the woman told the man that she greatly admired the diamond stickpin he had in his lapel. "Oh, this," the man laughed. "It's no diamond; it's only a piece of glass." The woman acknowledged his statement, but kept commenting on how nice it looked. After further conversation, the man orally agreed to sell the stickpin to her for $500. They agreed that in four days, the man would bring the stickpin to the same bar, and the woman would bring the $500 in cash. The woman wrote down her name and phone number on a napkin and asked the man to call her if there were any change in plans. The man duly appeared with the pin, but the woman failed to appear. The man filed suit against the woman for $500. In an action by the man against the woman for breach of contract, which of the following would be the woman's best defense?

Answer 35

The agreement violated the Statute of Frauds. A promise for the sale of goods priced at $500 or more is not enforceable under SoF unless evidenced by a writing signed by the party to be charged UCC requires that the writing indicate that a contract has been made and specify the quantity term

Question 36

What are the elements of a legal writing?

Answer 36

Legal Writing --- elements 1. Parties are named 2. Subject matter 3. Basic material terms 4. Signed by the party to be charged o You can use a symbol, marking or initials that everyone knows

Question 37

What is the part performance exception that takes a buyer out of the SoF for sale of land?

Answer 37

Part Performance Exception takes you out of SoF conduct that unequivocally indicates that the parties have contracted for the sale of the land will take the contract out of the Statute of Frauds most jx require a showing of 2 out of 3: - I pay you something of value - Possession of land - Valuable improvements of land

Question 38

is there an exception to the SoF for unique goods?

Answer 38

NO

Question 39

When is an oral contract for specially manufactured goods enforceable under the Statute of Frauds?

Answer 39

if the goods are custom-made for the buyer, not suitable for sale to others, and the seller has started production or purchased materials, the contract is enforceable even without a writing.

Question 40

What is the "part performance" exception to the Statute of Frauds for sale of goods?

Answer 40

If goods are received and accepted or paid for, the contract is enforceable to that extent, even if it's oral. But it's only enforceable up to the quantity accepted or paid for—not beyond.

Question 41

 When can a seller enforce an oral land sale contract under the Statute of Frauds?

Answer 41

Usually, land sale contracts must be in writing to be enforceable. But a seller can enforce an oral contract only if they have already conveyed the property to the buyer.

Question 42

A manufacturing company was in the business of making copper tubing. A retail seller telephoned the manufacturing company's sales department and placed an order, which the manufacturing company agreed to fulfill. The order was for 10,000 linear feet of copper tubing at a sale price of $2 per foot. The tubing was to be used in the production of a custom order for one of the retail seller's customers. The manufacturing company installed special equipment for the manufacture of the tubing to the retail seller's specifications and had completed a portion of the order when the retail seller again telephoned the sales department. This time, however, the retail seller canceled its order, saying it no longer had need of the tubing because its customer had been declared bankrupt and refused to pay for the order. If the manufacturing company sues for breach, will it win?

Answer 42

Yes, because the contract is fully enforceable. exception to the UCC Statute of Frauds applies a writing is not required where the contract is for 1. "specially manufactured" goods not suitable for resale in the ordinary course of the seller's business AND 2. the seller has made a substantial beginning of their manufacture or commitments for their procurement

Question 43

The owner of a one-acre parcel of land with a small house on it rented the property to a professor of a nearby college at a monthly rental of $500. Several years later, after the professor got tenure, the parties orally agreed that the professor would purchase the property from the owner for the sum of $60,000, payable at the rate of $500 a month for 10 years. They agreed that the owner would give the professor a deed to the property after five years had passed and $30,000 had been paid toward the purchase price, and that the professor would execute a note secured by a mortgage for the balance. The professor continued in possession of the property and made all monthly payments in a timely fashion. When he had paid $30,000, he tendered a proper note and mortgage to the property owner and demanded that she deliver the deed as agreed. The owner refused because valuable minerals had been discovered on adjacent parcels in recent months, causing the value of this parcel of land to increase to 10 times its former value. The professor brought suit against the property owner for specific performance. If the court rules in favor of the property owner, what is the likely reason?

Answer 43

The professor's payments are as consistent with there being a landlord-tenant relationship between them as with there being an oral contract. 🔑 Why the Owner Might Win: The professor was already renting the property and making $500 payments each month. After they orally agreed to a sale, the professor kept making the same $500 payments — but that doesn’t clearly show it was now a land purchase instead of just rent. For part performance to bypass the Statute of Frauds, the buyer’s actions must clearly show a sale — like taking possession plus making improvements or paying a lump sum toward the price. In this case, the payments alone could still just be rent, so the court might say the oral land sale isn’t enforceable.

Question 44

A general contractor who wished to bid on a construction project solicited bids from a variety of subcontractors. Four electrical subcontractors submitted bids to the contractor in the amounts of $75,000, $85,000, $90,000, and $95,000, respectively. As he was making out his company's bid, which was higher than he wanted it to be, the contractor called the low bidder on the electrical work and told him, "We won't be able to do it with your present bid, but if you can shave off $5,000, I'm sure that the numbers will be there for us to get that project." The low bidder told the contractor that he could not lower his bid, adding that the bid he submitted was based on a $15,000 error, and he could not do the job for less than $90,000. The contractor lost the construction job and subsequently sued the low bidder. For what is the low bidder liable?

Answer 44

Nothing, because the low bidder rejected the contractor's counteroffer. No contract was formed between the contractor and the electrician. The electrician’s $75,000 bid was an offer. The contractor didn’t accept it — he asked for a cheaper price instead. That request was a counteroffer, which legally ends the original offer. Since the original offer was rejected and the counteroffer was declined, there’s no deal. 🔑 Key Legal Concepts: Offer + Acceptance = Contract — but here, there was no acceptance. A counteroffer cancels the original offer. Since no contract existed, the electrician doesn’t owe the contractor anything. 🔑 the contractor never relied on the electrician’s bid — he called and tried to renegotiate. 🔑 So, there was no detrimental reliance to make the offer irrevocable.