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Flashcards in Contracts Deck (38)
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UCC - Written modification clauses

“Parties may prohibit oral modification”

M to non-M --> signed separately
M to M --> binding

1

Accord and satisfaction - Creditor/debtor

Only valid when there is a dispute re: validity/amount or payment is of different type than that under og K.

2

Accord vs substitute Ks

Turns on formality

3

Promise to not bring a claim as consideration

honest belief as to the validity

and there must be a reasonable basis

4

Promissory Estoppel


i) reasonably expect it to induce action
ii) does induce such action
iii) Injustice

5

Charitable subscriptions

Enforced under PE but must be written

6

Voidable K based on unilateral Mistake

1) mistaken party did not bear the risk and
2)

i) unconscionable

ii) The non-mistaken party:

a) Failed to disclose the mistake despite knowing or having a reason to know that the other party was mistaken or having a duty to disclose the fact about which the other party was mistaken; or
b) Caused the mistake

7

Cure of misrepresentation

- before the deceived party has avoided the contract,
- cured
- then the contract will no longer be voidable

8

Effect of duress

Physical duress --> void
Other duress --> voidable

9

PER partial integration

“permitted to introduce supplementary extrinsic evidence (oral or written) of other terms as long as the evidence is consistent with the writing

10

PER inapplicable situations

1. Defenses
2. Excuse
3. Separate deal
4. Condition precedent
5. Ambiguity

11

Buyer right to inspect goods

“inspection may occur at any reasonable time and place and in any reasonable manner”

12

UCC nonconforming tender in installment K

“buyer may cancel the contract only if the nonconformity substantially impairs the value of the entire contract to the buyer”

13

Retraction of repudiation

(i) acts in reliance on the repudiation,

(ii) signifies acceptance of the repudiation, or

(iii) commences an action for breach of contract.

14

Merchant

person who deals in the kind of goods involved in the transaction or
holds himself out as one with special knowledge or skill concerning the practices or goods involved in the transaction

15

UCC firm offer

- words of firmness
- signed by M
- writing
- 90 day limit

16

UCC - when new terms control

i) They materially alter the original contract;
ii) The offer expressly limits acceptance to the terms of the offer
iii) “The offeror has already objected to the additional terms or objects within a reasonable time after notice of them was received.”

17

UCC- SOF exceptions

1. Unique goods
2. Court admission
3. Performance

18

UCC failure of a source of supply

“Courts will excuse performance when the parties have specifically identified the source in the contract.”

Excerpt From: Themis Bar Review, LLC. “Advanced Sales.” Themis Bar Review, LLC, 2013-03-06T07:00:00+00:00. iBooks.
This material may be protected by copyright.

19

Adequacy of assurance

Depends on facts of the individual case.

Between merchants, the adequacy of any assurance offered is to be determined according to commercial standards.

After reasonable time not to exceed 30 days ='repudiation

Excerpt From: Themis Bar Review, LLC. “Advanced Sales.” Themis Bar Review, LLC, 2013-03-06T07:00:00+00:00. iBooks.
This material may be protected by copyright.

20

PER

“the terms in the writing cannot be contradicted by extrinsic evidence of a prior agreement or a contemporaneous oral agreement”

Excerpt From: Themis Bar Review, LLC. “Advanced Sales.” Themis Bar Review, LLC, 2013-03-06T07:00:00+00:00. iBooks.
This material may be protected by copyright.

21

Tender of delivery

“seller must put and hold conforming goods at the buyer’s disposition for a sufficient time for the buyer to take delivery”

Excerpt From: Themis Bar Review, LLC. “Advanced Sales.” Themis Bar Review, LLC, 2013-03-06T07:00:00+00:00. iBooks.
This material may be protected by copyright.

22

Shipment Ks - Seller duty

put the goods into the hands of a carrier,
make a reasonable contract for shipment,
promptly tender the shipping documents to the buyer, and promptly notify the buyer of the shipment.

23

Proper rejection of goods

Notify seller w/n reasonable time

Notify seller of particular defect

24

Buyer duty post-rejection

Security interest? “buyer may hold the goods and resell them in good faith in a commercially reasonable manner, but he must account to the seller for any excess over the amount of the buyer’s security interest”

No security interest? “obligated to hold the rejected goods with reasonable care at the seller’s disposition for a time sufficient to permit the seller to remove them.

25

Seller's right to cure

1. Right to correct w/n K time

2. If seller had reasonable belief that non-conforming goods would be tendered ... Seller gets reasonable further time

Reasonable grounds = “prior course of dealing between the parties or trade usage”

26

Revocation of acceptance of goods

1 substantial impairment and
- seller failed to correct after promising to
- nonconformity undiscovered due to difficulty or seller assurances to contrary

27

Excluding warranties

Merchantability - oral ok

Fitness - conspicuous writing only

28

Liquidated damages

“only at an amount that is reasonable in light of the anticipated or actual harm caused by the breach”

Excerpt From: Themis Bar Review, LLC. “Advanced Sales.” Themis Bar Review, LLC, 2013-03-06T07:00:00+00:00. iBooks.
This material may be protected by copyright.

29

SOL sales Ks

4 years after coa accrues

- may be reduced to not less than 1 year