CONTRACTS Flashcards

Question

What is required for consideration to have legal value?

Answer 1

Promise not to sue on claim - Valid claim - NOT valid claim (reasonable person would believe claim well-founded + Promisor (not to sue on claim) made claim in good faith) Adequate - NOT sham - NOT entirely devoid of value Legal benefit 1) Promisee's forbearance/performance of act 2) Promisor not legally entitled to expect/demand 3) Confers benefit on Promisor Legal detriment - Promisee's obligation not legally required - Promisee's refrain from legally required act

Answer 2

Promise to perform/performance of pre-existing legal duty is NOT consideration

Answer 3

Goods (Art 2) - Honest in fact + observance of reasonable commercial standards in fair dealing (good faith) =\> Valid (NOT as new consideration) - NOT extort modification from other party (bad faith) A change in PERFORMANCE TP promising to pay Unanticipated circumstances at time of contract (fair + equitable, rises to impracticability) Promising partial payment for release from debt - is debt CURRENTLY due and UNDISPUTED

Answer 4

Express - Offeror + Offeree give consideration Implied (by courts) - Requirements/Output contract - Conditional promise (NOT entirely within Promisor's control) - Exclusivity agreements - Voidable promises - Option contracts - Unilateral contracts - Gratutitous suretyship promises (Surety promised before/at time Creditor performs) - NOT right to cancel Alternative choices - Power to choose is with Promisee/TP + at least one of choices has legal detriment to Promisor - ALL choices have legal detriment to Promisor

Answer 5

1) NOT valid contract - Gratuitous promise 2) Promisor would reasonably expect Promisee's detrimental reliance 3) Promisee's actual detrimental reliance

Answer 6

Second Restatement (some states) - Award 'as justice requires' (reliance damages) Some states - Expectation damages (promised under contract)

Answer 7

Bilateral contract - Seeks promise to perform in return =\> Offeree's promise to perform becomes acceptance =\> Contract formed - NOT revocable (once accepted) Unilateral contract - Seeks performance in return (consideration) - Revocable (NO acceptance involved)

Answer 8

Under 18 years of age

Answer 9

Voidable: Infant can affirm contract (after 18) - Expressly - Implicitly (fail to disavow contract after 18) - By conduct (encourage other party to perform) =\> To be governed by NEW terms (NOT original terms) Infant can disaffirm contract (before/after 18) - Infant to pay necessaries (food/shelter/clothing/medical care) for Infant's health/education (quasi-contract liability) UNLESS Infant lied about his age =\> Other party can void contract based on fraud

Answer 10

NOT able to understand the contract's nature/significance Able to understand the contract BUT acted unreasonably + Other party knows he acted unreasonably

Answer 11

Adults (voidable) - Affirm contract (complete recovery/during lucid interval) - Disaffirm contract (legal rep appt/during lucid interval) Children (void) - Pay necessaries (food/shelter/clothing/medical care) for child's health/education (quasi-contract liability)

Answer 12

Voidable 1) Intoxicated party incapable of understanding the contract's nature/significance 2) Other party had reason to know of intoxication Void 1) Intoxicated party incapable of understanding the contract's nature/significance 2) Other party had NO reason to know of intoxication

Answer 13

Affirm - After recovery Disaffirm - After recovery Recover necessaries

Answer 14

Improper threat towards innocent party to procure assent (Physical duress) Withhold innocent party's economic needs (Economic duress) 1) Threat to reduce party's property/finance 2) Innocent party has NO available adequate means to prevent threatened loss

Answer 15

Voidable - Affirm - Disaffirm

Answer 16

1) Undue susceptibility to pressure 2) Excessive pressure 3) Confidential/Caregiver relationship (most cases)

Answer 17

Mutual 1) Both parties made mistake 2) Basic assumption of 'existing' fact 3) Material to contract 4) Party seeking avoidance did NOT assume risk of mistake Unilateral 1) One party made mistake 2) Can prove all elements of mutual mistake and EITHER 3) mistake would make contract UNCONSCIONABLE or 4) the other side knew of, had reason to know of, or caused the mistake

Answer 18

Value Party seeking avoidance was in position to know better Both parties knew the assumption was doubtful

Answer 19

Voidable (by mistaken party)

Answer 20

Misrepresentation: 1) Misrepresentation of a PRESET FACT (not opinion) 2) MATERIAL or fraudulent AND 3) justifiable RELIANCE - Even if reasonable care could reveal misrepresentation - Even if failure to read contract

Answer 21

Voidable - Affirm/Disaffirm Rescission Breach remedies

Answer 22

Illegal consideration/performance =\> Void - UNLESS Plaintiff is not aware - UNLESS Defendant is aware - UNLESS Neither is aware Illegal purpose =\> Voidable (by party seeking avoidance) - Party not aware - Party aware + not facilitate purpose + no moral turpitude

Answer 23

(E.g. Big company vs average consumer) Unfairness in bargaining procedure (at time of contract) - Boilerplate clauses (shift risk to another) - Adhesion (take it or leave it) (not procure necessary goods unless agreement) - Exculpatory clauses (release from intentional wrongful/negligent act) - Limit remedies (fails of its essential purpose)

Answer 24

Not enforce contract Enforce contract - NOT unconscionable clause Limit enforcement of any clause - Avoid unconscionable result

Answer 25

1) At least 2 possible meanings in term 2) Parties' awareness (subjective) - Both/Neither aware =\> NO contract - One aware/Both intended same meaning =\> Contract (term based on innocent party's reasonable meaning)

Answer 26

1) Writing (reasonably identifies) - Contract made - Parties - Essential elements (subject matter - quantity of goods; price + description of land) 2) Signed by party to be 'charged' - Handwritten/Printed/Electronic/Initials

Answer 27

Surety promises to pay 'if Debtor does NOT repay loan' to Creditor NOT if for Surety's pecuniary gain

Answer 28

Promise in consideration of marriage - E.g. Prenuptial agreements

Answer 29

Land sale transactions Leases/Easements (more than 1 year) Mortgages/Fixtures/Buyer's severance of structures

Answer 30

Land sale transactions: Seller's full performance Land sale transactions: Buyer's part performance (at least 2/3 elements required) - Payment (whole/part) - Possession - Valuable improvements

Answer 31

1) Express terms: Not performable within one year (at least one year) 2) From date of agreement (NOT performance)

Answer 32

Full performance Lifetime employment contracts - Employee may die before one year

Answer 33

$500 or more - Enforceable up to quantity in writing

Answer 34

Specially manufactured goods (part performance): 1) Specially manufactured for Buyer 2) NOT for sale in Seller's ordinary course of business 3) Seller made substantial part performance/committed to purchase before repudiation notice received Part payment/delivery - Enforceable up to paid/delivered quantity Judicial admission by defendant -Testimony/Pleading - Enforceable up to admitted quantity Merchant Confirmatory Memorandum Rule 1) BOTH merchants 2) Written confirmation sent to recipient (within reasonable time after contract made) 3) Recipient has reason to know confirmation's contents 4) Recipient fails to respond within 10 days (in writing) - NO writing required

Answer 35

Promissory Estoppel - Inequitable to allow SOF to defeat claim with merit

Answer 36

Common Law - If modified contract falls within SOF =\> Signed writing required - If contract requires written modifications BUT modified contract does NOT fall within SOF =\> NO signed writing required Article 2 - If modified contract falls within SOF =\> Signed writing required - If contract requires written modifications BUT modified contract does NOT fall within SOF =\> Signed writing required - Other party detrimentally relied on oral modification =\> Waiver of original terms (unless retracted + no detrimental reliance)

Answer 37

Enforce NOT enforce Fail to enforce SOF as defense =\> Waiver

Answer 38

Enforce Sue; - Reasonable value of services - Part performance rendered - Restitution of conferred benefit - Expectation damages (part performance only)

Answer 39

Sue - Reasonable value of services - Part performance (quasi-contract recovery) - Restitution of conferred benefit

Answer 40

Before/After contract formation

Answer 41

1) Writing intended as 'final' agreement 2) Intent; - Complete (NO supplement/contradiction allowed) (e.g. Merger clause) - Partial (can be supplemented by consistent additional terms, NOT contradicted) 3) BOTH parties saw agreement

Answer 42

Writing/Oral agreements made BEFORE integration Oral agreements made AT TIME of integration

Answer 43

Formation defects (UNLESS reformation possible) - Duress - Fraud - Mistake - Illegality Condition precedent

Answer 44

1) Related to subject matter 2) NOT conflict w/ integration (not related to primary purpose) 3) NOT ordinarily expected to include in integration - Naturally omitted terms doctrine (Restatement of Contracts)

Answer 45

Ambiguity/Uncertainty (NOT plain) Dispute over meaning (NOT plain)

Answer 46

To prove consideration was never given

Answer 47

Subsequent modifications - PER only applies to prior/contemporaneous writings

Answer 48

Add consistent additional terms - NO merger clause - NO court conclusion as complete agreement Explain/Contradict integration (order of most importance to least importance) 1) Express terms 2) Course of performance 3) Course of dealing (previous transactions) 4) Trade usage

Answer 49

Price NO price 1) No price/to be agreed/agreed by TP 2) Court determines reasonable price at time of delivery

Answer 50

Specified place NO specified place =\> Seller's place of business/residence

Answer 51

Specified time NO specified time =\> Reasonable time

Answer 52

Expressly stated in contract Impliedly stated in divisible contract (condition concurrent) - Seller must deliver goods when Buyer pays NOT stated in contract (condition precedent) 1) Seller must deliver goods 2) Buyer will pay after receipt

Answer 53

NO - Must be originally included in contract

Answer 54

Merchant seller - Risk of loss passes to Buyer when 'Buyer receives physical possession' Non-merchant seller - Risk of loss passes to Buyer when 'Seller delivers'

Answer 55

Shipment Contract (Seller's place of Business) (No location) - Risk of loss passes to Buyer when 'Seller delivers to Carrier' Destination Contract (Buyer's place of Business) (Location) - Risk of loss passes to Buyer when Seller 'delivers' to Buyer 'at location' Free on Board contracts (No location) - Risk of loss passes to Buyer when Seller delivers to Carrier - Expenses of delivery are borne by Buyer Free on Board contracts (Location) - Risk of loss passes to Buyer 'at location' - Expenses of delivery are borne by Seller Free Alongside contracts (Shipment by boat) - Risk of loss passes to Buyer when Seller delivers 'at dock'

Answer 56

1) Get goods to common Carrier 2) Make arrangements for DELIVERY to Carrier 3) Promptly notify Buyer of delivery to Carrier

Answer 57

Conforming goods - If Buyer accepts =\> Buyer bears risk - If Buyer rejects =\> Seller bears risk (up to extent of deficiency in Buyer's insurance coverage) - Risk of loss: From acceptance to rejection Non-conforming goods - If Buyer accepts =\> Buyer bears risk - If Seller cures defect =\> Buyer bears risk - If Buyer rejects =\> Seller bears risk

Answer 58

Sale/Return Contract (Buyer cannot resell so return) - If Buyer accepts =\> Buyer bears risk - If Buyer returns =\> Buyer bears risk (while goods are being returned) Sale on Approval Contract (Buyer can use and return) - If Buyer accepts =\> Buyer bears risk - If Buyer rejects =\> Seller bears risk

Answer 59

Identified goods at time of contract - No party's fault - Seller excused (void contract) NOT identified goods at time of contract - Seller must show impracticability - Seller discharged

Answer 60

Initial buyer (UCC) Buyer's family/household - Natural persons Buyer's home (guests) (Alternative A - some states) 1) Reasonably expected to use goods 2) Suffers personal injury from goods

Answer 61

1) Affirmation of fact/promise/description/model/sample (becomes basis of bargain) - No intent required - NOT value of goods/opinion 2) At time when Buyer could have relied on - No actual reliance required

Answer 62

Yes (very difficult)

Answer 63

Goods fit for 'ordinary' purpose for which goods are used Seller is 'absolutely' liable whether or not Seller knew defects

Answer 64

1) Merchant seller 2) Deals in goods of the kind sold

Answer 65

1) Seller has reason to know particular purpose + Buyer's reliance on Seller's skill to select suitable goods 2) Buyer relies on Seller's skill

Answer 66

General disclaimer (less likely effective - depends on circumstances) - 'As is'/'With all faults' - Buyer's examination/refusal to examine before entering contract - By course of dealing/performance/usage of trade Specific disclaimer 1) Conspicuous writing 2) 'Merchantability' mentioned (only for implied warranty of merchantability)

Answer 67

Express/Implied Warranty 1) Damages (based on warranted value) 2) Incidental damages 3) Consequential damages

Answer 68

Limitation on damages clause (remedies) - UNLESS personal injury - UNLESS remedy fails of its essential purpose Unconscionability test (remedies/disclaimers)

Answer 69

Commitment to do/not do 'Promise'/'Agree'/'When' (not within Obligee's control)

Answer 70

Event/State of world which must occur/not occur - Before duty to perform - Releasing duty to perform 'If'/'Provided'/'When' (within Obligee's control)

Answer 71

Promise - Bound under duty to perform - Failure =\> Breach Condition - Bound under duty to perform once condition occurs - Failure =\> Release from duty to perform

Answer 72

Parties' use of words/phrases Parties' previous works Any TP performance required Related custom in business community

Answer 73

Condition precedent - Event must occur 'before' duty to perform arises Condition concurrent - Events occur 'together' =\> Both parties bound to perform at same time - Events are CP to each other Condition subsequent - Event cuts off duty to perform

Answer 74

Objective standard: Reasonable person's satisfaction - Mechanical fitness/utility/marketability Subjective standard: Promisor's satisfaction (good faith) - Aesthetic taste/judgment

Answer 75

NOT to benefit/protect only ONE of the parties

Answer 76

Of performance - Party to tender performance Order of performance - Possible concurrent performance - Longer performance precedent to shorter performance Of cooperation - Party to cooperate if other party tenders performance Of notice - Party to notify other party when performance is due

Answer 77

1) One party satisfies/fails condition =\> Contract not enforceable 2) Other party fully/partially performs (Damages could be LESS than contract price)

Answer 78

Express conditions - Strict compliance Implied conditions - Strict compliance - Substantial compliance (activates duty to perform BUT also can reduce damages)

Answer 79

Form - Interpretation NOT as part of contract (on its own) Substance - Interpretation as part of contract

Answer 80

'Wrongful' prevention - Other party would not have contemplated/reasonably assumed such risk - No bad faith/malice required

Answer 81

Article 2 - Breach =\> Automatic excuse Common law - Major breach =\> Automatic excuse - Minor breach =\> Suspend duty (courts can award damages/mitigate performance of non-breaching party)

Answer 82

1) Bilateral contract - Neither party yet performed - Otherwise non-repudiating party (who performed) must wait to sue until repudiating party's performance was originally due 2) Unequivocal statement (repudiation) before performance due - Words/Conduct

Answer 83

1) Minor breach 2) Constructive condition - NOT express condition (defeats parties' express intent) 3) Common law - NOT Article 2 (Perfect tender rule) =\> Non-breaching party can mitigate damages suffered for incomplete performance

Answer 84

Estoppel waiver 1) Indicate/Waive before occurence 2) Other party detrimentally relied on waiver - UNLESS retracted Election waiver 1) Condition not occurred/Performance is broken 2) Beneficiary either terminates liability (no duty to perform)/continues contract by waiving condition (duty to perform) Installment contracts 1) Waiver before occurrence 2) Other party detrimentally relied on waiver 3) Consideration!!!

Answer 85

If NO consideration is given =\> Yes

Answer 86

Impossibility Impracticability Frustration

Answer 87

(Similar to substantial performance) If party performs unit =\> Party is entitled to agreed-on equivalent for that unit If party fails unit =\> 1) Other party has cause of action for other units 2) Other party can withhold own performance for other units

Answer 88

Common law (presumed divisible) 1) Each party's performance is divided into +2 parts 2) No. due parts from each party is same 3) Each party's performance is equivalent of corresponding part - Otherwise courts may interpret as divisible based on fairness (avoid hardship/forfeiture) =\> Price per unit Article 2 (presumed entire, not divisible) 1) Authorised delivery in several lots 2) Apportioned price for each lot =\> Price deemed for each lot

Answer 89

1) Conduct/words 2) 'Merely' raises doubts of performance - NO adequate assurance =\> Excuse (repudiation)

Answer 90

1) Conduct/words 2) 'Merely' raises doubts of performance - Adequate assurance =\> NO excuse (suspends duty to perform until assurance received) - Response within reasonable time (within 30 days - sale of goods) =\> NO excuse (suspends duty to perform until assurance received) - Regains ability to perform + notifies other party =\> Retraction

Answer 91

Full + Complete

Answer 92

1) Good faith 2) 'Present' ability to perform

Answer 93

1) Illegal subject matter 2) Occurred 'after' contract made - NOT before =\> No contract

Answer 94

1) Non-occurrence of event 2) Neither party assumed risk 3) Objective impossibility - No other party can perform duty (otherwise subjective) 4) Occurred 'after' contract made - NOT before =\> Voidable by mistake (contract formation issue)

Answer 95

Death/Physical incapacity - Personal services (unique) (non-delegable) =\> Discharge - Personal services (not unique) (delegable) =\> No discharge Supervening illegality Destruction - Subject matter (necessary) - Source for fulfilling contract (specified) - Risk of loss (not passed to buyer) Buildings (Construction) - If Contractor NOT responsible for destruction =\> Contractor excused (not liable) (most courts) - If Contractor responsible for destruction =\> Contractor NOT discharged (liable for work in progress, if he can still rebuild) (entitled to contract price only) Buildings (Repair/Remodel) - Nothing left to repair - Entitled to restitution

Answer 96

Full impossibility - BOTH excused - Sue for rescission/restitution Partial impossibility - Discharge (to partial extent) Temporary impossibility - No discharge (suspend performance until possible) Part performance - Recover at contract/reasonable rate (whichever is most convenient mode of valuation) (quasi-contract remedy)

Answer 97

1) Extreme + Unreasonable difficulty/expense 2) Non-occurrence of event (basic assumption) 3) NOT foreseeable =\> Discharge (to extent of impracticability)

Answer 98

Allocation of risk of loss =\> Seller - Generally assumed - UNLESS unfair to place risk on Seller in extraordinary occurrence Raw materials shortage Inability to convert materials into product by contingent events (war/unforeseen shutdown)

Answer 99

NOT mere shortage NOT mere cost increase (generally +50%) NOT Seller's partial inability to perform - Should allocate deliveries among customers NOT construction workers' strike

Answer 100

1) Supervening act 2) Destroys purpose of contract 3) BOTH parties realized purpose (at time of entering contract) 4) BOTH parties could not reasonably foresee supervening act (at time of entering contract)

Answer 101

Yes - Destroys purpose (not performance)

Answer 102

1) Contract - Bilateral - Unilateral (new consideration/promissory estoppel) 2) Either; - Oral rescission (unless falls within SOF - written rescission required/executed rescission/promissory estoppel) - Written rescission 3) NO TP rights 'vested'

Answer 103

1) Adequate legal grounds - Mistake - Misrep - Duress - Failure of consideration 2) Non-rescinding party voluntarily grants rescission - Otherwise =\> Rescinding party can file equitable action to obtain rescission

Answer 104

1) Original contract is valid 2) New contract is valid 3) Transfer of ALL rights + duties 4) ALL parties agree novation 5) Immediate extinguishment of duties

Answer 105

1) In writing 2) New consideration/Promissory estoppel

Answer 106

1) Intent for immediate discharge 2) BEFORE performance of second contract - Otherwise =\> Executory accord

Answer 107

1) Condition concurrent (both parties do not perform) 2) Lapse of time - Time of essence (lapse immediately) - No time of essence (lapse after reasonable time)

Answer 108

Accord 1) Agreement to accept different future performance =\> Suspends original duty - Otherwise different future agreement =\> Discharges original duty 2) Consideration - More than original - Less than original (different type/TP to pay/bona fide dispute of debt payment) Satisfaction - Performance of accord - Discharges original duty to perform + accord

Answer 109

Accord - At time performance is due - Dispute re performance due date - Intent to discharge Modification - Before performance is due - No dispute re performance due date - Intent to continue

Answer 110

Debtor's breach - Creditor can sue for breach of original duty - Creditor can sue for breach of accord Creditor's breach (sues Debtor for breach of original duty) - Debtor can raise accord as equitable defense - Debtor can wait until damaged if Creditor succeeds on original duty =\> Debtor can sue for breach of accord

Answer 111

No discharge - Bars judicial remedies (breach) - Party's duty denied by SoL can agree to perform anyway (no new consideration required)

Answer 112

Subjective

Answer 113

1) Breaching party had absolute duty to perform - Not discharged 2) Breaching party made breach 3) Non-breaching party was 'willing and able' to perform but for breach

Answer 114

Non-breaching party obtains substantial benefit of bargain - Insignificant delay - Small deficiency in quality/quantity of performance Timeliness of performance - Breaching party performs within reasonable time - Breaching party performs by date included in contract

Answer 115

Sue for damages - Setoff NO discharge

Answer 116

(Fact question) Non-breaching party NOT obtain substantial benefit of bargain Factors - Compensation adequacy - Part performance extent - Hardship suffered - Negligent/Wilful behaviour - Likelihood of remainder performance Minor breach + anticipatory repudiation Timeliness of performance - Time is of essence (contract's nature/provision) (NOT just specified date) (traditional view) - Time is of essence (parties' true intention/significance of specified date) (modern view) Divisible contract

Answer 117

Most breaches 1) Discharge duty =\> Treat contract as ended 2) 'Immediately' sue for breach (total contract damages) Minor breach + anticipatory repudiation 1) Discharge duty =\> Treat contract as ended 2) Either; - Stop manufacturing =\> Sell unfinished goods (some courts) - Continue manufacturing =\> Sell finished goods (UCC) (avoid selling at lower value) Divisibility contract - Recovery limited to performed divisible portion only

Answer 118

1) Bilateral contract - Neither party yet performed - Otherwise non-repudiating party (who performed) must wait to sue until repudiating party's performance was originally due 2) Unequivocal statement (repudiation) before performance due - Words/Conduct

Answer 119

Treat contract as ended =\> 'Immediately' sue for breach (total contract damages) Suspend own performance + wait until repudiating party's performance due =\> Sue Treat contract as rescinded + discharge duty Urge repudiating party to perform - Suspend own performance (otherwise lose damages) - If repudiating party fails to perform =\> Sue for breach (no waiver of repudiation) - UNLESS repudiation retracted

Answer 120

Before performance due UNLESS - Non-repudiating party cancelled/naturally damaged position in reliance on repudiation - Non-repudiating party considers repudiation final

Answer 121

Act in good faith 1) Honesty in fact 2) Observe reasonable commercial standards of fair dealing

Answer 122

Goods must conform to contract requirements - Otherwise breach - UNLESS installment contracts

Answer 123

Acceptance Rejection Revoke acceptance

Answer 124

Buyer makes reasonable inspection + notifies Seller (NOT awareness of non-conforming nature) - Goods conform with contract - Intent to keep goods Buyer fails to reject/notify rejection within reasonable time after tender/delivery Buyer acts inconsistently with Seller's ownership

Answer 125

If Seller gave instructions =\> Buyer must follow Seller's reasonable instructions (if any) - Hold goods in reasonable care at Seller's disposition - Obey any reasonable instructions regarding goods (e.g. reshipping) If Seller gave NO instructions =\> Buyer may; - Reship goods - Store goods (for Seller's account) - Resell goods (for Seller's account) + recover expenses and reasonable commission

Answer 126

1) Defect substantially impairs value of goods 2) Buyer accepted due to; - Reasonable belief that defect would be cured - Difficulty discovering defect/Seller's assurance of conformity 3) Revocation after B discovered/should have discovered defect 4) Revocation before substantial change in goods not due to defect

Answer 127

Reject all Reject some; Accept some

Answer 128

Acceptance Rejection - Counteroffer (NO contract =\> NO damages)

Answer 129

Defect substantially impairs single instalment; - If curable =\> Buyer must accept - If NOT curable =\> Buyer may reject (single instalment, not entire contract) Defect substantially impairs entire contract; - Buyer may reject (entire contract)

Answer 130

If Seller does NOT deliver cured goods =\> Buyer may reject If Seller delivers cured goods =\> Buyer must accept

Answer 131

Curable within time for performance 1) Seller notifies Buyer of intent to cure 2) Seller tenders conforming goods to Buyer Curable beyond time for performance 1) Seller notifies Buyer of intent to cure 2) Seller has reasonable cause to believe non-conforming goods would be acceptable - Based on trade/Seller + Buyer's previous dealings - Based on Seller's lack of ability to discover defect

Answer 132

Accept ALL/some + Sue for damages Reject ALL/some + Sue for damages

Answer 133

1) Assignable right 2) Complete + Immediate intent to assign (objective) - Oral - Written (wages/land interest/security interest) 3) Adequate description of assignment 4) NO consideration - Gratuitous assignment effective

Answer 134

Clause prohibiting assignment of 'the contract' - Only bars delegation Clause prohibiting assignment of 'contractual right' - Assignor only has power to assign (not right to assign) - Obligor can sue for breach (assignment) Clause prohibiting assignment of right to receive payment

Answer 135

Unique personal services (substantially change Obligor's duty) - Lawyers/doctors/physicians/architects/author - NOT construction/repair (assignable) Requirements/Outputs contract (substantially change Obligor's duty) - Disproportionate to contemplated quantity Future right of future contract - NOT future right of existing contract (assignable) Law prohibiting assignment (public policy) - Government pensions - Alimony Clause prohibiting assignment as 'void' - Voidable (by Obligor) Notice of non-assignment clause given to Assignee

Answer 136

1) Assignment revokes privity between Obligor + Assignor 2) Assignment creates privity between Obligor + Assignee 3) Assignee notifies Obligor of assignment 4) Obligor must tender performance for Assignee

Answer 137

1) Gratuitous assignment 2) Either; - Assignor's death - Assignor's bankruptcy - Assignor notifies Obligor/Assignee - Obligor performs for Assignor (Assignee can sue Assignor for remaining performances) - Assignor assigns to another Assignee

Answer 138

Assignment for value - Consideration - Payment of preexisting debt Gratuitous assignment, but; - Obligor performed for Assignee - Token chose delivered (tangible claim) - Simple chose assigned in writing (intangible claim) - Assignee's detrimental reliance on assignment

Answer 139

Sue for Obligor's performance to Assignee

Answer 140

Obligor can use defenses inherent in contract vs Assignee Promisor can use same defense vs Assignee/Assignor Defenses - Illegality - Impossibility - Lack of assent - Lack of consideration - Failure of condition

Answer 141

1) Assignment for value (irrevocable) 2) Breach of implied warranties - Assignor has not made same previous assigments - Assigned right is not subject to undisclosed defences - Assignor will not interfere with assignment 3) Obligor capable of performing (solvent)

Answer 142

If original assignment was revocable =\> Subsequent assignment revokes original assignment If original assignment was irrevocable =\> Subsequent assignment revokes original assignment if; 1) Subsequent assignee paid value/not notified of original assignment 2) Either; - Subsequent assignee gets first judgment/payment claim/token chose delivery vs Obligor - Subsequent assignee is party to novation releasing Assignor - Subsequent assignee can use promissory estoppel vs Original assignee

Answer 143

Assignee - Exists after contract is made TP Beneficiary - Exists at the time contract is made

Answer 144

1) Delegable duty 2) Present intent to delegate - Oral - Written

Answer 145

Personal judgment/skill - Exculpatory clause Special trust in Delegator - Client relationship Materially changing Obligee's expectancy Contract prohibition on assignment - Assignment still allowed - Delegation not allowed

Answer 146

Delegate fails to perform for Obligee

Answer 147

1) Delegate assumed duty to perform for Obligee (express/implied) - Assigning 'the contract' - Assigning 'all my rights under the contract' 2) Delegate fails to perform 3) Delegator gave consideration to Delegate - Delegate-Delegator contract - Obligee (as TP beneficiary) can sue Delegate (as Promisor)

Answer 148

Identified in contract - NOT incidental Receives direct performance from Promisor Relationship w/ Promisee

Answer 149

Creditor TP - Promisor to perform for TP a debt owed by Promisee to TP Donee TP - Promisor to perform for TP a gift intended by Promisee to TP

Answer 150

TP's rights must be vested - TP assents to contract (in manner invited by parties) - TP sues to enforce contract - TP materially changes position (justifiable reliance on contract) - Contract expressly states vesting

Answer 151

If TP's rights vested =\> TP must consent If TP's rights NOT vested =\> TP's consent not required

Answer 152

If Promisor made 'absolute' promise to pay TP =\> Promisor can NOT use same defense vs Promisee/TP - Specified amount If Promisor made promise to pay TP =\> Promisor can use same defense vs Promisee/TP - NO specified amount Defenses - Illegality - Impossibility - Lack of assent - Lack of consideration - Failure of condition

Answer 153

TP creditor - Sue Promisee/Promisor (only one of them) TP donee 1) Foreseeable reliance 2) Actual detrimental reliance 3) Can sue Promisee (by promissory estoppel) (not as TP beneficiary)

Answer 154

Recover from Promisor - Promisor fails to perform for TP Creditor (NOT Donee) Specific performance from Promisor - TP Creditor - TP Donee (modern view - should at least obtain nominal damages) (traditional view - NO cause of action due to TP not suffering damages)

Answer 155

1) Reasonable certainty - Lost profits (similar businesses in area/previously owned businesses) - Not speculative 2) Not avoidable with reasonable effort - Recoverable to such extent

Answer 156

Place non-breaching party in position had Defendant performed promise

Answer 157

Expectation damages 1) Substitute performance costs 2) Losses but for breach Reliance damages - Expectation damages cannot show certain profits had Defendant performed promise - Cost of Plaintiff's performance (Place Plaintiff in position had contract NEVER been formed) Consequential damages - Sale of goods contracts - Reasonably foreseeable damages at time of contract + based on Plaintiff's circumstances - Generally lost profits (losses over and above expectation damages) - Large companies (NOT new/startup companies - courts generally hesitant to award lost profits) Incidental damages - Included in consequential damages - Seller's incurred expenses due to Buyer's breach (Storing/Shipping/Returning/Reselling) - Buyer's incurred expenses due to Seller's breach (Inspection/Receipt/Transport)

Answer 158

1) Breach 2) NO actual loss (Nominal damages are like token damages, e.g. $1)

Answer 159

1) Breach damages difficult to estimate at time of contract 2) Reasonable amount - Compare probable damages v LD amount - NOT single number (e.g. $10,000) 3) NOT penalty clause

Answer 160

No (generally) - Punishes Defendant for wrongful conduct Yes (if breach would also constitute tortious breach =\> Can recover punitive damages for the tortious breach, not contract breach)

Answer 161

1) Either; - Difference between Contract price vs Market price (when Buyer learns breach) - Difference between Contract price vs Replacement price (Cover) 2) Incidental damages 3) Consequential damages 4) LESS expenses saved by Seller's breach

Answer 162

1) Difference between Non-conforming price vs Conforming price - Buyer must notify defect to Seller within reasonable time - Otherwise Buyer loses right to sue 2) Incidental damages 3) Consequential damages

Answer 163

1) Seller should have known Buyer's requirements - Buyer in business of reselling goods - Buyer used goods in manufacturing 2) Subsequent loss could NOT be reasonably covered - Unlike CD for compensatory damages

Answer 164

Difference between Contract price vs Market price (when Buyer learns breach) NO consequential/incidental damages

Answer 165

1) Difference between Contract price vs Market price (at delivery) If NOT adequate; - Difference between Contract price vs Resale price + Resell goods; and/or (if not adequate) - Difference between Contract price vs Lost profits (Lost volume seller only - Unlimited supply where Seller can obtain all goods he can sell) 2) Incidental damages 3) LESS expenses saved by Seller's breach

Answer 166

Contract price

Answer 167

Contract price vs Fair market price

Answer 168

Employer's breach - Replacement cost vs Employee's wages Employee's breach - Contract price vs Employee's profit from similar position (Employer must prove similar position exists)

Answer 169

Owner's breach before construction =\> Builder's remedies - Expected profit Owner's breach during construction =\> Builder's remedies 1) Expected profit 2) Costs expended Owner's breach after completion =\> Builder's remedies 1) Contract price 2) Interest Builder's breach =\> Owner's remedies 1) Completion costs 2) Delay damages (reasonable) 3) LESS benefit conferred by Builder's breach (avoid unjust enrichment) Builder's breach (completion involves undue economic waste) =\> Owner's remedies - [Potential value of building if Builder properly completed] - [Owner's actual received amount]

Answer 170

General - Avoid incurring losses after notice of breach - Avoid incurring further expenses/costs - Reasonably reduce losses by 'equivalent' substitute performance at fair price Employment contract (Employer's breach) - Reduce Employee's wages from comparable job Construction/Manufacturing contract - NOT continue completion (UNLESS completing would decrease damages, rather than increase)

Answer 171

Acceleration clause - Entire price No acceleration clause - Payment for late instalment payment only

Answer 172

The remedy awarded to protect against unjust enrichment, which is available only to a party who had a reasonable expectation of compensation for a benefit conferred on the other party. - NO gratuitous intent - Additional remedy to rescission

Answer 173

Non-breaching party's failure to fully perform 'Losing' contract - 'Actual' value of goods/services \> Contract price Plaintiff's breach but Plaintiff can still recover; - Contract price LESS damages Buyer's breach + Buyer prepaid in advance + Liquidated Damages Clause but Buyer can still recover (Sale of goods, Art 2); - LD amount =\> Seller - Excess =\> Buyer Buyer's breach + Buyer prepaid in advance but Buyer can still recover (Sale of goods, Art 2); - 20% of purchase price OR $500 (whichever is less) =\> Seller - Balance =\> Buyer

Answer 174

Quasi-contract remedy 1) P conferred benefit on D 2) P had reasonable expectation of compensation 3) D knew/had reason to know of such expectation 4) D should not be compensated (avoid unjust enrichment)

Answer 175

1) Defense - Unilateral/Mutual mistake - Misrep (fact/law) - Duress/Undue influence - Illegality - Incapacity - Failure of consideration 2) Before/At time of contract

Answer 176

Mistake 1) Agreement between parties 2) Agreement to put agreement in writing 3) Variance between original + writing (Clear + convincing evidence) Misrep - Related to content/legal effect of record - NOT related to subject matter/fact

Answer 177

Equitable defenses - Laches - Unclean hands

Answer 178

Equitable defenses - Laches - Unclean hands Sale to BFP (TP) - Rights would be unfairly affected

Answer 179

Sale of goods (Article 2 UCC) NOT services/real estate (common law)

Answer 180

NOT reasonably foreseeable/ascertainable Capable of mitigation Cost of performance \> Market value of performance

Answer 181

Fixed contract - Fixed duration =\> Party can NOT breach any time - Breaching party must mitigate damages (find alternate employment in same area + same industry) NOT at-will contract - NO fixed duration =\> Party can breach any time - NO breach

Answer 182

1) Legal remedy NOT adequate 2) Breach of contract

Answer 183

Land sale contracts - NO damages (NOT adequate due to unique feature of land) Sale of goods (Art 2) - Unique/Rare - Damages would not find substitute performance =\> Damages would not put innocent party in as good position as performance would have Service contracts - Unique/Rare (injunction - non-compete employment) Existing non-compete covenant 1) Unique services 2) Reasonable covenant (benefitted party's legitimate interest protection + reasonable geographic scope/location (1-2 years) + not harm public)

Answer 184

Sale of goods (Art 2) - NOT unique/rare Service contracts - NOT unique/rare - Enforcement difficulties (court would find difficulty supervising performance) - Involuntary servitude (forcing against one's will to benefit another by coercion is prohibited by Constitution) Defenses (equitable) - Laches claim (P delayed action) - Unclean hands (P guilty of wrongdoing in transaction) - Sale to BFP (good faith + for value)

Answer 185

Cancel/Reject non-conforming goods Recover 'identified' goods (Prepayment) 1) Buyer's part payment 2) Seller's failure to sell 3) Seller insolvent within 10 days after receiving part payment 4) Goods for domestic use =\> Buyer recovers identified goods + Seller receives remaining payment Recover 'identified' goods (No security of adequate substitute goods after reasonable efforts) Specific performance - Unique/Rare Resale - Public sale - Private sale + Notice re intent to resell to Seller

Answer 186

Withhold goods - Buyer fails to pay by delivery date - Goods sold on credit + Seller discovers Buyer's insolvency before delivery - UNLESS Buyer can pay by cash Recover goods (Buyer's insolvency) 1) Goods sold on credit 2) Seller discovers Buyer's insolvency while delivering goods 3) Seller makes written demand to recover goods within 10 days after Buyer receives delivery - UNLESS Buyer made written notice to Seller of misrepresented solvency within 3 months before delivery Stop delivery to Buyer (shipped/shared goods) - Carrier has goods + Seller discovers Buyer's insolvency - Carload/Plane/Truckload has goods + Buyer breached contract/Seller has right of assurance) Force goods on Buyer - Not resaleable for reasonable price - Only force goods to original purchase price

Answer 187

1) Prospective inability to perform - Reasonable grounds - UNLESS clear inability to perform =\> Repudiation (NO right to demand assurance) 2) Written request for adequate assurance - Suspends requesting party's performance 3) Assurance given within reasonable time after receiving request (30 days)

Answer 188

Real Estate Personal Services Employment Contract

Answer 189

Moveable goods Tangible personal property

Answer 190

Predominant purpose of contract determines applicable law

Answer 191

No (Offer) - Intent - Language: Mere invitation

Answer 192

Yes (Offer) - Intent - Language: Technical

Answer 193

Yes (Offer) - Intent - Previous relationship

Answer 194

No (Offer) - Intent - Method of communication (Advert)

Answer 195

No (Offer) - Certainty - Offeree not certain (any of your friends)

Answer 196

No (Offer) - Certainty - Subject matter not certain (real estate) - NO land description - NO price

Answer 197

No (Offer) - Certainty - Subject matter not certain (sale of goods) - Outputs contract (all of my) - NOT act in good faith (illegal) - NOT reasonably disproportionate to comparable prior output ($20 vs $50)

Answer 198

No (Offer) - Certainty - Subject matter not certain (employment) - Duration not certain

Answer 199

Yes (Offer) - Certainty - Missing terms (time) - Intent to contract - Reasonable basis for remedy - Implied (by law)

Answer 200

Yes (Offer) - Certainty - Missing terms (price) - Intent to contract - Reasonable basis for remedy - Price of car was $12,000 at time of delay

Answer 201

Yes (Offer) - Certainty - Vague terms (reasonable price) - Curable (part performance)

Answer 202

Yes (Offer) - Certainty - Vague terms (fair price) - Presumed intent to include fair price (unstable market, X awareness)

Answer 203

No (Offer) - Certainty - Later terms - Too material

Answer 204

No (Offer) | - No communication to Offeree (No knowledge)

Answer 205

No (Offer) - No certainty - Subject matter not certain (sale of goods) - Outputs contract (provide all) - BUT anticipated amount (10,000 tons per year)

Answer 206

Yes (No termination) | - Death (option contract)

Answer 207

No (Termination) | - Destruction of subject matter

Answer 208

No (Termination) | - Supervening illegality

Answer 209

No (Termination) - No revocation - X's conduct reasonably presumed as termination - NOT reliable TP source (gossip)

Answer 210

Yes (Termination) - Revocation - Y's not reading revocation is not relevant

Answer 211

No (Termination) - Revocation - No options contract (no consideration)

Answer 212

No (Termination) - NOT merchant firm offer rule (Not merchant offeror, not sale of goods, no signed writing) - NOT options contract (no consideration) - NO detrimental reliance (Y did NOT foreseeably rely on X's offer)

Answer 213

Yes (No termination) - No revocation - Detrimental reliance - X could reasonably believe Y will detrimentally rely on X's offer (Y wanted to sell quickly) - Y detrimentally relied (Y removed offer from website) - Offer was open for reasonable time

Answer 214

No (Termination) - Revocation - Unilateral contract - No part performance (substantial preparations)

Answer 215

Yes (No termination) - No lapsed acceptance - Reasonable time (2 months)

Answer 216

No (Termination) - Rejection - Express + Received

Answer 217

No (Termination) - Rejection (counteroffer) - $1.5m (certain - only if) - Not $2m (mere inquiry - what if)

Answer 218

No (Acceptance) - Unilateral contract - Reasonable attention (painted house would come to X's attention) - Not completed performance

Answer 219

No (No acceptance) - Unilateral contract - Completed performance - No notice (X is discharged)

Answer 220

Yes (Acceptance) - Bilateral contract - Promise to perform

Answer 221

Yes (Acceptance) - Bilateral contract - Prompt shipment of non-conforming goods (Art 2)

Answer 222

No (Acceptance) - Battle of the forms (motorbike - goods) - X's definite + timely acceptance of additional term - X is merchant (specialist in sale of bikes) + expressly assented to additional term (signed contract) - Additional term => NOT materially alter original terms/NOT objected timely - NOT counteroffer/rejection (only relevant to common law)

Answer 223

Yes (Acceptance) - Mirror image rule - New term added for services => Counteroffer

Answer 224

Yes (Acceptance) - Silence - Custom/Trade

Answer 225

No (Acceptance + PTR) - Shipment of non-conforming goods (Art 2) - No accommodation (no rejection allowed) - Acceptance + Breach

Answer 226

No (Acceptance + PTR) - Shipment of non-conforming goods (Art 2) - Accommodation as counteroffer (rejection allowed)

Answer 227

Yes (NO acceptance + PTR) - Shipment of non-conforming goods (Art 2) - Promise to ship blue, but shipped black (non-conforming)

Answer 228

No (No acceptance) - Battle of the Forms (Art 2) - Quick acceptance (new terms) - One merchant + NO express assent

Answer 229

No (No acceptance) - Battle of the Forms (Art 2) - New term (5% discount) - NOT material alteration (5%) - NOT timely acceptance (after several months)

Answer 230

Yes (Acceptance) - Battle of the Forms (Art 2) - New term (5% discount) - NOT object after reasonable time (several months)

Answer 231

Yes (Acceptance) - Battle of the Forms (Art 2) - Different terms ($10 plus freight vs $10.10 including freight) - Knockout Rule: Courts will exclude the 'freight' terms => Courts will include as $10 plus 'reasonable' cost of freight

Answer 232

No (Acceptance) - Conditional acceptance (delivery to house the following day) - NO express acceptance - Acceptance by X's performance + Y accepts - Contract was formed based on X's original terms + UCC supplementary terms (delivery to house within 3 days), NOT new terms (delivery to house the following day)

Answer 233

No (No acceptance) - Mail box rule - Stamped - Not properly addressed

Answer 234

Yes (Acceptance) - Mail box rule - Rejection arrived first - Offeror did not detrimentally rely on rejection

Answer 235

Yes (Acceptance) - Mail box rule - Unauthorised means - Offeror received while offer in existence

Answer 236

No (No acceptance) - Mail box rule - Options contract (acceptance once received on 9 January) - Received after open period ended (8 January)

Answer 237

Yes (Acceptance) - Mail box rule - No options contract (no consideration) - No Merchant firm offer rule (no signed writing, not merchant offeror) - General contract (acceptance once sent on 6 January)

Answer 238

Auction contracts (UCC) - Withdraw sale before announcing completion (with reserve) - Accept lower bid (fall of hammer) - Reopen auction (due to higher bid during fall of hammer)

Answer 239

No (No consideration) - Bargained-for exchange - Not benefit/detriment

Answer 240

No (No consideration) - Bargained-for exchange - Gift

Answer 241

No (No consideration) - Moral consideration (SoL defence) - Not in writing - No part performance

Answer 242

Yes (Consideration) - Past consideration - Acted at Promisor's request

Answer 243

Yes (Consideration) - Legal value (adequate) - Benefit to X (not get sued); Detriment to Y (not able to sue) - Not valid claim (Z stole Y's lawnmower, NOT X); Reasonable person would believe claim was well-founded (X's fingerprints); Y made claim in good faith

Answer 244

No (No consideration) - No legal value (no detriment) - Not legally allowed act (drinking after 16)

Answer 245

No (No consideration) - No legal value (no benefit - Legally expected act (entitlement to parent's will)

Answer 246

No (No consideration) | - Pre-existing legal duty (policeman)

Answer 247

No (No consideration) - Modification (goods) - Not good faith (extort modification from other party)

Answer 248

Yes (Consideration) - Modification (services) - New consideration already promised (debt)

Answer 249

Yes (Consideration) - Modification (services) - Ratify voidable obligation (defrauded)

Answer 250

Yes (Consideration) - Modification (services) - Duty owed to TP (X owed duty to Y) - Modern view

Answer 251

Yes (Consideration) - Modification (services) - Honest dispute re duty (honest belief cat needs showering)

Answer 252

Yes (Consideration) - Modification (services) - Unforeseen circumstances (unprecedented rainstorm)

Answer 253

Stock (Consideration) - Modification (services) - Existing debt (Stock instead of cash)

Answer 254

No (No consideration) - Illusory - NOT conditional promise (entirely within promisor's control)

Answer 255

Yes (Consideration) - Mutuality (implied) - Exclusivity agreement

Answer 256

Promissory estoppel - Valid contract - X had reasonable expectation to induce Y (promise to bequeath) - X induced Y (plaque, architect) - Y can claim $5m (expectation damages) (Second Restatement) - Y can claim reliance damages (some states)

Answer 257

No (No consideration) - Illusory - Surety makes promise before Creditor performs - Not gratuitous surety promise (X's father requires payment)

Answer 258

Warehouse construction - Voidable/Rescission (Defence - Infancy) - Offeror is minor (17 years old) - Businessman can affirm contract (when X becomes 18) - Businessman can disaffirm contract (before X becomes 18) => Pay necessaries for X's health/education + return remaining benefits (not squandered/wasted/negligently destroyed) Motorbike sale - Valid (No defence of infancy) - Offeror is adult (18 years old)

Answer 259

Equipment moving (1st) - Void (Defence - Mental incapacity) - X is mentally incapable (drug addict) - X is child (school dropout) - Y must pay X's necessaries for health/education Equipment moving (2nd) - Voidable/Rescission (Defence - Mental incapacity) - X is mentally incapable (drug addict) - X is adult (legal marriage) - X has not completely recovered - X has legal rep appt => Must disaffirm contract

Answer 260

No - Void (Defence - Intoxication) - X is intoxicated - Spectator had no reason to know X was drunk (dark, noisy) Yes - Voidable/Rescission (Defence - Intoxication) - X is intoxicated - Spectator had reason to know X was drunk (giggle, sell shares for $50 only) - Affirm/Disaffirm contract (after X recovers) - Spectator to pay X's necessaries

Answer 261

Yes (No defence - Duress) | - No improper threat to procure assent (poke hole through coat)

Answer 262

Voidable/Rescission (Defence - Duress) - Threat to reduce Y's finance (scare customers off) - No adequate means to prevent threat (call all 100,00 customers) Remedies - Affirm contract - Disaffirm contract

Answer 263

Yes (No defence - Undue influence) - Confidential relationship (family) - Undue susceptibility to pressure - No excessive pressure (X was legally required to change his name because it was offensive to Y's business)

Answer 264

No (No defence - Mutual mistake) - Both parties made mistake - Material effect ($500 difference) - X assumed risk of mistake (value, X in better position to know better of value) - Basic assumption of future fact, not existing fact (if X's business opens another branch) - Y should pay $320 (if X opens another branch), not $820 - No reformation (no mistake)

Answer 265

No (No defence - Unilateral mistake) - Bidder made mistake ($9,000) - Material effect ($10,000 difference) - X had reason to know mistake (based on other bids) - Bidder assumed risk of mistake (value) - X should pay actual value above $9,000, not $9,000

Answer 266

Yes (No defence - Ambiguity) - Term with 2 meanings (Peerless) - Both aware of ambiguity - BUT Both intended same meaning (September ship arrival) - Contract made => In accordance with both parties' intended meaning (September)

Answer 267

Yes (No defence - Ambiguity) - Term with 2 meanings (Picasso sketch) - One aware of ambiguity (Y as gallery) - Contract valid in accordance with X's reasonable meaning

Answer 268

Voidable/Rescission (Defence - Misrep) - Inducement by fraud - Justifiable reliance (even though Y could have examined pickups and 'latest best seller') Remedies - Rescind - Breach remedies

Answer 269

Voidable/Rescission (Defence - Misrep) - X reasonably knew Y could be materially induced ('fully ready' boats) - Justifiable reliance Remedies - Rescind - Breach remedies

Answer 270

Valid contract (No defence - Illegality) - Illegal purpose (coffee shop) - X knew purpose - X did not facilitate purpose (encourage weed use) - X had no moral turpitude

Answer 271

No contract (Defence - Illegality) - Illegal subject matter (meth) => Void - Plaintiff + Defendant knew illegality - Plaintiff can NOT recover from Defendant

Answer 272

Not valid contract (Defence - Unconscionability) - Unfair bargaining process at the time of contracting - Boilerplate clause (shift risk) - Adhesion (not obtain necessary services unless agreement) - Exculpatory clause (release liability from intent/negligence) - Limit remedies (repair remedy fails its essential purpose if multiple repairs for same issue) Remedies - Not enforce contract - Enforce contract (not unconscionable clauses) - Enforce some clauses (not any clause that would cause unconscionable result)

Answer 273

Yes (PER) - Naturally omitted term - NOT conflict with integration (car wash v car purchase) - NOT ordinarily expected to be included in contract

Answer 274

No (PER) - Final + complete - Validity issue (mistake) - But reformation possible (replace logo) - Cannot introduce extrinsic evidence (X's original intent to buy BMW)

Answer 275

Yes (PER) - Final + complete - Validity issue (condition precedent)

Answer 276

Yes (PER) - Collateral agreement (oral agreement) - Related to subject matter (ranch repurchase) - Not conflict with integration (TP vs X and Y) - Not ordinarily expected to include in integration (family members contracting, TP not relevant)

Answer 277

Yes (PER) - Ambiguity (ship docking date) - Parol evidence (X wanted it early as possible - September)

Answer 278

Yes (PER) | - Dispute over interpretation

Answer 279

Yes (PER) | - True consideration

Answer 280

Yes - Subsequent modification (PER) - Services contract NOT required in writing (performable in less than one year) (SOF)

Answer 281

No (PER) - No merger clause - Not intended as complete agreement - Consistent additional term (bubble wrap over furniture) - Not Art 2 (services)

Answer 282

Yes (PER) - Art 2 (apples) - Course of dealing (special boxes) - Explain shipping method

Answer 283

No (SOF) - Not in writing - Promise to pay estate's debts with own funds

Answer 284

Yes (SOF) - Surety - Not collateral to promise (TP's pecuniary gain) - Writing NOT required

Answer 285

No (SOF) - Writing - Not promise in consideration of marriage

Answer 286

Yes (SOF) - No writing required - Lease < 1 year

Answer 287

No (SOF) - No writing (no part performance by buyer) - Payment (part) (only one element met, not at least two) - NO possession - NO valuable improvements

Answer 288

Yes (SOF) - No writing required - Construction/Instalment contract - Broker's contract

Answer 289

No (SOF) | - No writing (no full performance by seller)

Answer 290

Yes (SOF) - No writing required - Services contract - Not performable within one year from date of agreement (1 Jan 2020 - 1 Feb 2021) - Full performance

Answer 291

100 apples (SOF) - Sale of goods ($500 or more) - Enforceable up to writing (100) 50 apples (SOF) - Sale of goods < $500 - Writing NOT required

Answer 292

$600 (SOF) - Sale of goods ($500 or more) - No writing - Specially manufactured for Buyer (Jamaica flag logos) - Not suitable for sale in Seller's ordinary business (US retailer) - Substantial start (logos added to jackets yet) => Enforceable up to full amount

Answer 293

30 umbrellas (SOF) - Sale of goods ($500 or more) - No writing - Part payment ($300)

Answer 294

49 (SOF) - Sale of goods ($500 or more) - No writing - No judicial admission (not testimony/pleading) - Part performance (enforceable up to delivered amount - 49 umbrellas)

Answer 295

No (SOF) - Sale of goods ($500 or more) - No writing - BOTH not merchants (X is plumber) - Written confirmation not sent within reasonable time (2 years) - Recipient had no reason to find confirmation (underneath front door rug) - Recipient fails to object within 10 days (2 weeks)

Answer 296

Yes (SOF) - Common law (services) - Oral modification (ignore contract prohibition) - Not within SOF (performable within less than one year)

Answer 297

$500 (SOF) - Sale of goods ($500 or more) - Oral modification => Initially NOT enforceable - Detrimental reliance (Y cancelled customers) => Enforceable $400 (SOF) - Less than $500 - Oral

Answer 298

30 umbrellas (SOF) - Sale of goods ($500 or more) - No writing - Part payment ($300) Charging party's options - Enforce contract - Sue for $300 (part performance) - Sue for restitution (any benefits conferred on X)

Answer 299

No (SOF) - Sale of goods ($500 or more) - No writing - BOTH not merchants (X is plumber) - Written confirmation not sent within reasonable time (2 years) - Recipient had no reason to find confirmation (underneath front door rug) - Recipient fails to object within 10 days (2 weeks) Charged party's options - Enforce - Not enforce - Waive SOF defence by failing to raise it as defence

Answer 300

Supplemented by court (Terms) - TP agreed price - Reasonable price to be determined at time of delivery

Answer 301

X's place of business (Terms) - No specified place of delivery - Otherwise it would be X's home

Answer 302

When Y receives goods (Terms) | - No specified time

Answer 303

No (Terms) | - Quantity must be included

Answer 304

Seller (X) (Risk of loss) - Non-carrier - Merchant seller - Risk of loss passes to Buyer when he receives possession - Risk of loss remains with Seller at delivery

Answer 305

Buyer (Y) (Risk of loss) - Non-carrier - Non-merchant seller - Risk of loss passes to Buyer at delivery

Answer 306

Seller (X) (Risk of loss) - Carrier - Shipment contract (no location) - Risk of loss passes to Buyer when Seller delivers to Carrier - Risk of loss occured before Seller delivered to Carrier Seller's duties 1) Reasonaby contact Carrier 2) Deliver to Carrier 3) Quickly notify Buyer 4) Give Buyer taking possession docs

Answer 307

Seller (X) (Risk of loss) - Carrier - Destination contract (FOB) (New York) - Risk of loss passes to Buyer when Seller delivers to Buyer at New York - Risk of loss occured before X delivered to Y at New York

Answer 308

Buyer (Y) (Risk of loss) - Carrier - Shipment contract (FOB) (X's shipyard) - Risk of loss passes to Buyer from Seller's shipyard - Risk of loss occurred from X's shipyard

Answer 309

Seller (Risk of loss) - Breach (conforming goods) - Buyer rejects - Seller bears risk of loss between acceptance and rejection (25% insurance deficiency)

Answer 310

Buyer (Risk of loss) - Breach (non-conforming goods) - Seller bears risk (until Seller cures) => Buyer bears risk

Answer 311

Buyer (Risk of loss) - Sale/Return contract - Buyer returns => Buyer bears risk (while on transit return to Seller)

Answer 312

Seller (Risk of loss) - Sale on approval contract - Buyer rejects => Seller bears risk

Answer 313

Buyer, Y (Risk of loss) - FAS contract - Risk of loss passes at dock - Risk of loss occurred after delivery at dock

Answer 314

- FAS contract (risk of loss passes to Buyer at delivery at dock) - Not identified apples at time of contract ('some' apples) - Apples destroyed before risk passed to Y - X must prove impracticability => X may be discharged

Answer 315

- Non-shipment contract - Not merchant seller (risk of loss passes to Buyer when Buyer received possession) - Identified apples at time of contract (front lawn) - Apples destroyed before risk passed - If X's fault => Contract is enforceable (X bears risk of loss) - If NOT X's fault => Contract is void (X is excused)

Answer 316

Warranty - X (Buyer) (UCC) - X's sister (Family) - Not X's friend (Not reasonably expected to use machine) (Alternative A)

Answer 317

Yes (Warranty) - Express warranty - Affirmation of fact (top mechanical condition) - Not opinion (you will like this) - Existed when X likely to rely on warranties to purchase car - No disclaimer (very unlikely) Remedies 1) Damages (warranted value) 2) Incidental damages 3) Consequential damages Limitation on damages clause => Unconscionable - Fails of its essential purpose (X brought car to Y several times) - Not allowed for personal injury

Answer 318

No (Warranty) - Warranty of title (automatically included) - Disclaimer (Y notified X of no title) Remedies (Z must take from X) - Rescission - Rejection - Damages (warranted value) - Unconscionability test (disclaimer)

Answer 319

No (No warranty) - No implied warranty of merchantability - X is not merchant - Otherwise, X would be absolutely liable for defect (whether or not he knew) - Car engine would still work in car (ordinary purpose), but not relevant - General disclaimer (as is, with all faults, Y's failure to examine) - Not specific disclaimer (conspicuous writing + merchantable mentioned, but this is not implied w of merchantability)

Answer 320

No (No warranty) - No implied warranty of fitness for particular purpose - X had reason to know Y would use car for racing + Y would rely on X's skill - Y did NOT rely on X's skill (Y thought model looked cool) - Specific disclaimer (conspicuous writing)

Answer 321

Promise - Failure => Breach (Y can sue X) - 'Promise'/'Agree' Condition - Failure => No breach (X is released from duty to perform) - 'If'/'Provided'

Answer 322

No (Condition) - Condition precedent (less than $100,000 before X loans) - CP not fulfilled => X is released from loan obligation

Answer 323

No (Condition) - Condition concurrent (conditions at same time) - CC not fulfilled => No breach

Answer 324

No (Condition) - Condition subsequent (failure to approve cuts off X's obligation) - CS fulfilled => X released from duty to perform => NO contract

Answer 325

Yes (Condition) - Express condition (Promisor's satisfaction) - Mechnical fitness - Reasonable person's satisfaction (not Y)

Answer 326

Yes (Condition) - Express condition (Promisor's satisfaction) - Personal judgment - Personal satisfaction (not in good faith)

Answer 327

Yes (Condition) - Express condition (TP satisfaction) - TP satisfaction (not in good faith)

Answer 328

Yes (Condition) - Unjust enrichment theory - Condition failed + partial performance - X can recover equitable damages (could be less than $50)

Answer 329

Yes (Excuse) - Express condition precedent (Promisor's satisfaction - Personal taste) - Excused by hindrance/failure to complete condition - Wrongful prevention (Y breaking X's hand) (NO malice/bad faith required) - X would not have contemplated/reasonably assumed such risk - Y's duty to pay becomes absolute

Answer 330

Yes (Excuse) - Condition precedent (deliver on time) - Excused by actual breach (fail to deliver on time) (Art 2) - X's duty to deliver becomes absolute

Answer 331

No (No excuse) - Express condition (Promisor's satisfaction - Personal taste) - Not excused by actual breach (minor breach) (1/18 chips not satisfactory) (common law) - X's duty to install => Suspended - Courts can award damages to Y/mitigate Y's promised performance

Answer 332

No (No excuse) - Condition precedent (Y's delivery) - No anticipatory repudiation - Unequivocal statement - Y's performance was already due (Y already delivered) - No excuse => X is NOT released from duty to perform If X repudiated on October 19 => Yes (Excuse) - X/Y's performance was NOT due - Excuse => X is released from duty to perform - Y can sue immediately/wait until X's performance is due on November 15/urge X to pay/rescind the contract

Answer 333

Yes (Condition) | - Constructive condition of performance

Answer 334

Yes (Condition) | - Constructive condition of cooperation

Answer 335

No (Condition) | - Constructive condition of notice (by X)

Answer 336

No (Condition) - Prospective inability to perform (bankruptcy) - Conduct + mere raise doubt of performance - Adequate assurance but failure to notify => No retraction - X's duty to pay suspended until notice given - X's duty to pay not excused

Answer 337

Yes - Prospective inability to perform (bankruptcy) - No adequate assurances => Condition excused => Contract is repudiated => Y can wait to sue/urge performance/rescind

Answer 338

Painting sale - No (Condition) - Substantial performance not applicable to sale of goods - X's substantial performance => Not excuse Y's duty to pay Portrait painting - No (Condition) - Express condition (Promisor's satisfaction) - Substantial performance not applicable to express conditions (defeats Y's intent) - X's substantial performance => Not excuse Y's duty to pay

Answer 339

Yes (Excuse) - Estoppel waiver - Y detrimentally relied on X's waiver - No consideration required for waiver (ancillary to main purpose) - X cannot retract waiver - X's waiver => Excused X's duty to pay

Answer 340

Yes (Excuse) - Condition not occurred - No consideration required for waiver (Ancillary to main purpose) - X can terminate liability => X has no duty to perform - X can continue contract => X has duty to perform (waived => excused) - X cannot retract waiver

Answer 341

Yes (Excuse) - Divisibility contract (Common law) - +2 parts (10) - Same no. due parts (10 houses/payments) - Equivalent performances (1 house = 1 payment) - X built 7 houses => Excuses Y's duty to perform => X is entitled to $70,000 (equivalent agreed-on) for those units - X failed to build 3 houses => Y may withhold payments ($30,000) or sue X

Answer 342

Yes (Excuse) - Divisibility contract (Art 2) - Authorised delivery in several lots (2 lots) - Apportioned price for each lot ($500 per lot) - Excuses condition => Activates Y's duty to pay for delivered lots => Y must pay $500 (1 lot) to X

Answer 343

No discharge - Impossibility before contract made => No discharge - Voidable by mistake

Answer 344

No discharge - Impossibility (Destruction) - Subject matter not necessary (other cars available)

Answer 345

Discharge - Impossibility (Destruction) - Source specified (Iron Mine)

Answer 346

Lightning => Discharge - Impossibility (Destruction) => Building construction - Y NOT at fault => Discharged Y's fault => NO discharge - NO impossibility (NO destruction) => Building construction - Y at fault => NOT discharged (Y can continue to build + receive contract price)

Answer 347

Discharge - Impossibility (Destruction) - Nothing left to repair/remodel => Discharges Y's duty - Y entitled to restitution

Answer 348

No discharge - No impracticability (mere shipping cost increase) - Not extreme + unreasonable expense

Answer 349

No discharge - No impracticability (mere shortage of raw materials) - Not extreme + unreasonable expense

Answer 350

Discharge - Impracticability (inability to convert materials into product by contingent event - war) - Extreme + Unreasonable expense

Answer 351

Discharge - Frustration - Supervening act (hurricane) - Destroy purpose (boxing match for 1 August) - Both parties could not reasonably foresee act (sudden hurricane) - Both parties realised purpose (boxing match on 1 August) - Performance not relevant (boxing matches in general)

Answer 352

NO discharge - Rescission (mutual) - Bilateral contract - BUT TP rights vested (Z consented) - BUT NO oral rescission allowed (within SOF - No writing > $500)

Answer 353

No - Rescission (unilateral) - Adequate legal grounds (misrep) - X refuses to voluntarily grant rescission => Y can file equitable action to obtain rescission

Answer 354

No discharge - No novation - NOT all parties agreed on novation (NOT X) - Original contract NOT valid (NO offer - NO certain price for property) - NOT all rights + duties transferred - NOT immediate transfer

Answer 355

No discharge - No release - Not written - No consideration/promissory estoppel

Answer 356

No (Discharged) - Breach (lapse) - After reasonable time (no time of essence) - Condition concurrent (neither party breached) - X + Y duty discharged

Answer 357

Yes (Discharge) - Accord (dispute at time of performance + different future performance + consideration less than original but different type) (X promises car instead of $1,000) - Satisfaction (X gives car to Y) => Discharge X's duty to pay $1,000 + X's duty to give car

Answer 358

Yes (Discharge) - Accord (dispute at time of performance + different future performance + consideration less than original but TP to pay) (X promises Z to pay $700) - Satisfaction (Z pays Y) => Discharge X's duty to pay $1,000 + Z's duty to pay $700

Answer 359

Yes (Discharge) - Accord (dispute at time of performance + different future performance + consideration less than original but bona fide dispute) (argument over how much X should owe, X to owe $9980 instead) - Satisfaction (X pays Y) => Discharge X's duty to pay $1,000 + X's duty to pay $980

Answer 360

$200 (No discharge) - Accord (different future performance + consideration less than original but bona fide dispute) (argument over how much X should owe, X to owe $9980 instead) - No satisfaction (X failed to pay Y $180) => NOT discharge X's duty to pay $200 - Y can sue X for original duty ($200)

Answer 361

Change before 1 December (Modification) - Before performance due - Continue X's duty to perform Change on 1 December (Discharge by accord + satisfaction) - At time performance due - Discharge X's duty to perform

Answer 362

No discharge (accord but no satisfaction) - Creditor breaches before satisfaction (Y sues X for original duty) - X can raise accord (car) as equitable defence - X can wait to be injured (Y succeeds on action for original duty) => X can sue Y for breach of accord (car)

Answer 363

No discharge (SoL runs) - No breach action allowed (judicial remedies barred) - No discharge (X agrees to perform) - No consideration from Y required

Answer 364

No (No breach) - Y's duty not discharged - Breach (fail to babysit) - X not willing and able to perform but for breach (bankrupt, cannot pay)

Answer 365

Breach (Minor) - Substantial performance (70%) - Sue for $70 (setoff) - Y cannot discharge duty

Answer 366

Breach (Material) - Negligent behaviour (left cat in rain, car accident) - Hardship ($500 medical bills) - Immediately sue for total damages ($500) - X can discharge duty

Answer 367

Breach (Minor breach + Anticipatory repudiation) - Minor breach (70% performed) - Anticipatory repudiation (bilateral contract + unequival statement) Remedies - Y to treat repudiation as rescission (discharge duty) - X to stop producing apples (some courts)/continue producing apples and sell not at lower value (UCC)

Answer 368

Minor breach - Timeliness of performance - Contract's nature (building statue would take at least 2 days) (ignore specified date) (traditional view) - Y's true intention (sell at auction in 1 month) (modern view) - Specified date not significant (for friends) (modern view) Remedies - Sue for damages (setoff only) - Not discharge own duty (must pay)

Answer 369

Material breach - Divisible contract - Sue for performed portion only

Answer 370

Breach - Wait until November 15 to sue X for $2,000 - Treat repudiation as rescission (discharge duty) - Treat contract as ended + sue X for total damages ($2000) - Urge X to pay, otherwise sue for breach

Answer 371

PTR - Breach (rotting crabs) - B accepted (reasonable inspection) - B must pay purchase price to S - S must pay damages for breach to B

Answer 372

No (PTR) - Breach (large hole) - B failed to notify rejection within reasonable time after tender (1 year) => Acceptance

Answer 373

PTR - Rejection - Follow S's instructions => Hold sofa in reasonable care - Not follow S's instructions => Reship sofa/Store sofa (for S's account)/Resell sofa (for S's account) + acquire expenses and reasonable commission

Answer 374

No (PTR) - Breach (cat scratch) - Buyer accepted (reasonable inspection) - Buyer accepted with reasonable belief of cure (re-knitting) - Buyer attempted to revoke acceptance after discovering defect - Defect did not substantially impair value (cat scratch) - Sofa experienced substantial change not due to defect (burglary damage) - Buyer cannot revoke acceptance

Answer 375

PTR - Instalment contract - Defect substantially impairs single instalment (crack) - If curable => X must accept all instalments - If not curable => X may reject defective instalment + must accept other instalments

Answer 376

PTR - Instalment contract - Defect substantially impairs all instalments (crack) - X may reject all instalments

Answer 377

Cure before 1 July (PTR) - Single delivery - Y's breach (broken widgets) If Y cures before performance due date (1 July) => X must accept - Y notifies X of intent to cure - Y delivers conforming widgets If Y cures after performance due date (1 July) => X can reject - Y has no reasonable cause to believe broken widgets could be accepted - X and Y have no previous dealings - Y reasonably could have detected defect (carefully crafts)

Answer 378

No (Not TP beneficiary) | - Incidental (no intent to benefit Z)

Answer 379

No (Not TP beneficiary) - Intended - Not vested (no consent in manner agreed by parties) - X and Y can reduce price to $500 without Z's consent

Answer 380

Yes (TP beneficiary) - Intended - Vested (lawsuit to enforce promise)

Answer 381

Yes (TP beneficiary) - Intended - Vested (Z materially changed position relying on Y's promise, justifiable reliance by organising holiday) - X and Y cannot cancel the contract, unless Z consents

Answer 382

Yes (TP beneficiary) - Intended - TP v Promisor - Absolute promise ($1000 payment) - X cannot use illegality defence vs Z

Answer 383

No (TP beneficiary) - Intended - TP v Promisor - Not absolute promise (whatever he owes) - Impossible (car lost, no sale) - X can use impossibility defence vs Z

Answer 384

Yes (TP beneficiary) - Intended (Creditor) (debt) - Can sue X or Y only (whoever satisfies)

Answer 385

Yes (Promissory estoppel) - Intended (Donee) (gift) - Foreseeable reliance (Z spoke about holiday plans) - Actual reliance (Z cancelled leasing apartment) - Can sue X (NOT as TP beneficiary)

Answer 386

Yes (TP beneficiary) - Intended (Creditor) - Promisee v Promisor - Recover $1,000 - Specific performance (pay $1,000 to Z)

Answer 387

Yes (TP beneficiary) - Intended (Donee) - Specific performance (pay $1,000 to Z) (modern view - should at least obtain nominal damages) - No specific performance (traditional view - Z suffered no damages)

Answer 388

Assignment - Assignable right - Prohibition clause not relevant (only bars delegation) - X must clean Z's house - Y must pay X (no delegation)

Answer 389

No (No assignment) | - No assignable right (personal service)

Answer 390

Yes (Assignment) | - Assignable right

Answer 391

Yes (Assignment) | - Assignable right

Answer 392

No (No assignment) | - Not assignable right (outputs contract - disproportionate)

Answer 393

No (No assignment) | - Not assignable right (future contract)

Answer 394

Yes (Assignment) | - Assignable right (future right of existing contract)

Answer 395

Yes (Assignment) - Assignable right - Prohibition clause not relevant (gives X right to sue for breach) - Y has power to assign (not right to assign) - X must clean Z's house - X can sue Y for assignment as breach

Answer 396

No (No assignment) - Oral - NOT present intent to transfer (few months)

Answer 397

No (No assignment) - Oral - Must be in writing (wages/land interest/security interest)

Answer 398

No (No assignment) - Revocation - Gratuitous assignment (no consideration) - Assignor's bankruptcy/death/re-assignment

Answer 399

Yes (Assignment) - No revocation - Obligor performed for Assignor - Assignor notified Assignee re revocation - Assignment was made with value (payment of pre-existing debt)

Answer 400

No (Assignment) - No revocation - Gratuitous assignment (gift) - Obligor performed for Assignee - Assignee detrimentally relied on assignment

Answer 401

Yes (Assignment) - Assignee v Obligor (performance) - Assignor v Obligor (defence - failed condition) - Assignor cannot use same defence vs Assignee, as against TP

Answer 402

No (No assignment) - Revocation - Gratuitous assignment (no consideration) - Assignor's bankruptcy/death/re-assignment - Subsequent assignment revokes Z assignment - X must construct A's home

Answer 403

Z (Original assignment) - Irrevocable assignment (for value) Not A (No subsequent assignment) - Z's irrevocable assignment - A gave no value, but not aware of Z's assignment - A not party to novation releasing Y - A not detrimentally reliant on assignment (no promissory estoppel vs Z) - Z first to obtain payment claim vs X

Answer 404

No (No delegation) | - Not delegable right (personal skill/judgment)

Answer 405

No (No delegation) - Oral - No present intent (few months)

Answer 406

Y can sue X - Obligee vs Delegator - Z's failed performance Y can sue Z - Obligee (TP beneficiary) vs Delegate (Promisor) - Z's failed performance - Z assumed duty to perform - Z received consideration (car loan) - X-Z contract + Y (TP beneficiary)

Answer 407

No (Non-legal remedy) - Breach - Legal remedy adequate (put X in good position => Find substitute performance) - No specific performance allowed

Answer 408

Yes (non-legal remedy) - Breach - Specific performance (Land sale contract)

Answer 409

Yes (non-legal remedy) - Breach - Specific performance (Sale of goods - unique)

Answer 410

Yes (non-legal remedy) - Breach - Specific performance (Services) - Injunction (non-compete): Prevent employee from joining rival

Answer 411

No (non-legal remedy) - Breach - Equitable defences - Laches (few years claim) - Unclean hands (X's funds illegal) - Not BFP claim (Y's sale not in good faith)

Answer 412

Yes (non-legal remedy) - Breach - Sale of goods (limousine) - Buyer's remedy (recover for prepayment) - Identified good - Prepayment (50%) - Y's failure to sell - Y insolvent within 10 days after prepayment - Limousine for domestic use - X can buy limousine, Y can recover other 50%

Answer 413

Yes (non-legal remedy) - Breach - Sale of goods (limousine) - Buyer's remedy - Identified good - No adequate substitute to secure

Answer 414

Withhold goods (non-legal remedy) - Breach - Sale of goods (wood) - Seller's remedy - Y discovered X's insolvency before delivery - X cannot pay by cash

Answer 415

No (Non-legal remedy) - Breach - Sale of goods (wood) - Seller's remedy (recovery of goods) - Goods sold on credit - Y discovered X's insolvency during delivery - Y failed to make written demand for recovery to X within 10 days

Answer 416

Yes (Non-legal remedy) - Breach - Sale of goods (limo) - Seller's remedy (force goods on buyer) - Not resaleable at reasonable price - Only limit to purchase price

Answer 417

Right to demand assurance (non-legal remedy) - Prospective inability to perform - Y must send written notice to X to give assurance - X must give assurance within reasonable time (30 days) - Otherwise repudiation => No assurance, but sue/urge performance/rescind

Answer 418

Monetary remedies - Reliance damages (Materials cost) - Not expectation damages (Profits not certain)

Answer 419

Monetary remedies - Expectation damages (certain profits) - Consequential damages (X knew at time of contract Y-Z contract) (only to extent of foreseeable damages, not beyond because they were extraordinarily high which is unreasonable) - Incidental damages (transport, receipt, inspection)

Answer 420

Nominal damages ($1)

Answer 421

By contract theory - NO punitive damages By tort theory - Punitive damages

Answer 422

Monetary remedies - Sale of goods (equipment) - X's late delivery (breach) - Expectation damages: $2,000 ($20,000 - $18,000) - No consequential damages: Profit (X knew at the time Y's resale to record label) (reasonable cover available) - Incidental damages (transport, inspection) - No expenses saved from breach

Answer 423

Monetary remedies - Sale of goods (equipment) - X's delivery of non-conforming goods (breach) - No expectation damages: $10,000 ($20,000 - $10,000) (Y notified X not within reasonable time) - Consequential damages: Profit (X knew at the time Y's reasonable to record label) (no reasonable cover available) - Incidental damages (transport, inspection)

Answer 424

Monetary remedies - Sale of goods (widgets) - Y repudiates - No expectation damages, not adequate: $0 ($10,000 - $10,000) (Contract price LESS Resale price) - Lost profits: $1,500 ($10,000 - $8,500) (Contract price LESS Lost profits) (X is lost volumes seller - Unlimited supply) - LESS expenses saved by Y's breach: $900 ($1,500 - $500 - $100)

Answer 425

Monetary remedies - Sale of goods (widgets) - Y rejects + X cannot resell - Contract price ($10,000)

Answer 426

Monetary remedies - Construction (Owner's breach before completion) - Expected profit: $2,000 ($12,000 - $10,000) - Costs expended: $5,000

Answer 427

Monetary remedies - Construction (Owner's breach after completion) - Contract price: $10,000

Answer 428

Monetary remedies - Construction (Builder's breach) - Completion costs: $4,000 ($14,000 - $10,000) - Delay damages: $1,200 (reasonable) - LESS saved expenses: $4,200 ($5,200 - $1,000)

Answer 429

Monetary remedies - Breach (minor breach/substantial performance) - Restitution: $4,000 (benefit conferred on Y) - Quasi contract remedy

Answer 430

Monetary remedies - Restitution: $5,200 (actual value) - Losing contract (actual value $5,200 > contract value $5,000) - Estimate value not relevant

Answer 431

Monetary remedies - Restitution - Y can recover $1,000 (LD amount) - X can recover $2,000 (Excess of LD amount) ($3,000 - $1,000)

Answer 432

Monetary remedies - Restitution - Y can recover $500 ($500 < 20% of $5,000 = $1,000) - X can recover $2,500 ($3,000 - £500)

Answer 433

Yes (Defence - Mutual mistake) - Both parties made mistake - Material effect (first and second generation bulldog) No (Non-monetary remedies - No reformation) - Mutual mistake - Both parties agreed to make agreement in writing - Variance between original (second generation) + written (first generation) (Clear + convincing evidence) - Equitable defence: Laches (claim brought after few years) - Sold to BFP (Z - for value, good faith)

Answer 434

Yes (Defence - Misrepresentation) - Fraudulent - X induced Y into contract by fraud - Y justifiably relied on contract even though he failed to read the assumption clause (reasonable because Y told X not to include assumption clause) Yes (Non-monetary remedies - Reformation) - Misrep re legal effect on the record (mortgages - subject to v assumption) - NOT misrep re subject matter (King Henry VIII's previous ownership) (not on record)

Answer 435

Unilateral | - X seeks performance in return (reward)

Answer 436

Yes (unilateral) - X seeks performance in return (upon bringing car), not promise to perform - X's offer is revocable (no acceptance required) - Y's acceptance not relevant - X revoked his offer indirectly (sale to Z)

Answer 437

Yes (Consideration) - X promises not to sue - Not valid claim (Y's act in good faith relevant) - Legal value => Contract

Answer 438

No - Express condition (Promisor's satisfaction) - Substantial compliance (80%) with express condition => Not activate X's duty to perform (must be strict compliance)

Answer 439

Yes - Implied condition of performance (X should tender performance) - Substantial compliance (80%) with implied condition => Activates X's duty to perform (but X can reduce damages of 20%)

Answer 440

No - NOT condition concurrent (painting and payment cannot happen at same time) - Condition precedent not fulfilled - Y's duty to perform not absolute yet

Answer 441

Date to be set by court (probably February 1) | - Implied condition (order of performance) => Possible concurrent performance

Answer 442

Yes - Condition should be interpreted objectively (X was truthful to best of his knowledge; reasonable person would have answered 'no' if he was unaware of his heart diseases) - Condition was not breached

Answer 443

Yes - Service contract (performable within 1 year; final year of law school) - Not triggered by SOF (no writing required) - Father's death NOT relevant (occurred after contract made; no termination => Legal rep can be appointed)

Answer 444

Yes (Assignment) | - Prohibition of assignment of right to receive payment NOT allowed

Answer 445

No (Voidable assignment) | - Void clause => Obligor (Y) has right to continue or void the assignment

Answer 446

Interest rate: 5% - Validity issue - Ambiguity (no interest rate included) - X can supplement integration with consistent additional terms (oral testimony - 5%) Loan amount: $500 - No issue - X can NOT contradict integration (parties agreed loan amount as $500)

Answer 447

No - Revocation (indirect - reliable source) - Not open offer (no consideration; X not merchant under MFOR) - NO promissory estoppel

Answer 448

A - Z (TP Beneficiary - Existed at time of contract made) assigned right to A (Assignee - Existed after contract made) - A (Assignee) can sue Y (Obligor)

Answer 449

Illegal before contract made => No contract existed (no remedies) Illegal after contract made => Contract existed but parties' duties discharged

Answer 450

NO (MFOR) - Reasonable time - Owner is merchant - Owner signed writing - Sale of goods (bicycles) - NO stated time => Open for 'reasonable time' (NOT exceeding 3 months)

Answer 451

Yes (Acceptance) - Price is uncertain BUT still present given that B agreed to buy the pens at whatever price S was selling them for - Acceptance deemed effective once sent (June 1)

Answer 452

Yes (Options contract) - Options contract (open until Jan 5, consideration of $10) - N rejected - M did NOT detrimentally rely on N's rejection => Options contract still open (NOT rejected) - N accepted M's offer within options period => Acceptance

Answer 453

Revoke acceptance 1) Defect substantially impairs value of googles (flooding) 2) Man had difficulty discovering defect in lens at time 3) Man revoked acceptance within reasonable time after discovering defect 4) Man revoked acceptance before other cause defected goggles NOT reject - Failed to reject within reasonable time (couple months) => Acceptance

Answer 454

Revocation of acceptance 1) Defect substantially impairs value (NOT carry supplies) 2) M could NOT discover defect until November (during winter when snowmobile was useable) 3) M revoked acceptance immediately after discovering defect 4) M revoked acceptance before other cause defected snowmobile NOT implied warranty of fitness for particular purpose - Salesperson had NO reason to know M would use snowmobile to carry supplies NOT implied warranty of merchantability - Snowmobile still useable in other scenarios

Answer 455

$150 - Painter A's breach - Man should receive expectation damages (substitute performance for painting ($400) + paint ($50)) (put Man in same position he would be but for Painter A's breach) - Painter B painted for $600 including paint => Man saved $50 on paint - Man is entitled to difference between substitute performance ($600) and contract price ($450) => $150

Answer 456

NO (PTR) - Instalment contract - Defect in ONE instalment => Curable - FC must accept ALL instalments

Answer 457

Entire contract (PTR) - Instalment contract - Defect in ALL instalments - FC can reject ALL instalments (ALL 100 fireworks)

Answer 458

NO | - Prohibition of assignment of 'the contract' => Prohibits delegation only

Answer 459

Yes - Prohibition of assignment of contractual right (to receive money) - Assignment is effective (NOT void) - W can sue PT for breach of contract

CONTRACTS Flashcards

(489 cards)