Contract Modification

Question 1

K modification generally requires:

Answer 1

Consideration

Question 2

Accord and Satisfaction:

Answer 2

requires that the amount of debt s in dispute. Accord=agreement supported by consideration to accept another performance instead of the original performance.
Satisfaction=performance of the accord agreement.
Partial payment of an original debt will suffice for an accord and satisfaction where there is a bona fide dispute

Question 3

Parol Evidence Rule Analysis:

Answer 3

1) Definition: Parties to K express agreement in WRITING with INTENT it embody final expression, writing is an INTEGRATION. Prior written/oral expressions or oral statements contemporaneous with writing are inadmissible to vary terms.
2) Is it full or partial integration? - if partial integration, can add additional consistent terms. (UCC presumes all writings are partial) (Merger clause=Complete)

Question 4

Parol Evidence defenses:

Answer 4

1) Validity (Formation defects, conditions precedent to effectiveness - K wouldn’t be effective until condition occurs) 2) collateral agreements/naturally omitted terms (doesn’t conflict, ordinarily wouldn’t be included). 3) interpretation 4) Reformation: party alleges facts (mistake) entitling him to reformation of agreement Parol doesn’t apply

Question 5

Modify sale of goods K does it require consideration?

Answer 5

Generally NO, the general test is “good faith”. If in good faith one party cannot deliver the requested amount of goods at a price, and the other accepts to pay more for them this is enforceable so long as seller acts in good faith

Question 6

Written promise to satisfy obligation for which there is a legal defense

Answer 6

This is ENFORCEABLE: If D owes C $1000, then writes in promise saying “I’ll pay you $600” there is no consideration so typically no K, however, b/c he owes $1000 it is written down and enforceable to force him to pay $600

Question 7

Promissory estoppel:

Answer 7

Promise that is foreseeable to induce reliance, it does, enforcement then necessary to avoid injustice

Question 8

Satisfying Statute of Frauds other than writing for real estate; for services K?

Answer 8

Possession, Improvement, payment. Service K = full performance. Past partial performance does NOT satisfy SOF (BUT could bring quasi-K remedy)

Question 9

SOF: Part performance for sale of goods

Answer 9

Part performance = enforceable as to the piece that was performed

Question 10

K provisions requiring all modifications be in writing enforceable? UCC vs. Common Law

Answer 10

NO this is not enforceable so long as the modification doesn’t fall in the SOF for COMMON LAW, UCC DOES HOLD IT ENFORCEABLE

Question 11

Unconscionability

Answer 11

(i) unfair surprise (procedural) and oppressive terms (substantive) are, (ii) tested as of the time the agreement was made (iii) by the court.

Question 12

Parol Evidence Analysis:

Answer 12

Integration?
Fully integrated= Writing cannot be contradicted/supplemented
Partially Integrated = writing can’t be contradicted but supplemented with consistent additional terms

Question 13

What is it called when something is put into K to make it fully integrated?

Answer 13

merger clause

Question 14

Article 2 interpreting contracts Gap fillers:
Price:
Place of Delivery
Time for Shipment/Delivery
Time of Payment
Assortment

Answer 14

Price = if not specified = reasonable price at time of delivery
Place of Delivery = seller’s place of business
Time for shipment/delivery =reasonable time
Time for payment = time and place when buyer receives goods

Question 15

Parol Evidence outside scope of rule:

Answer 15

formation defects (fraud, duress, mistake, illegality), conditions precedent to effectiveness, collateral agreements/naturally omitted terms, interpretation, showing of ‘true consideration’, reformation, subsequent modifications

Question 16

Warranties:

Answer 16

Implied warranty of merchantability, Implied warranty of fitness for particular purpose, express warranty