Contracts (from missed questions)

Question 1

Manifestations of Assent

Answer 1

sufficient to conclude a K will not be prevented by the fact that the parties also manifest an intention to prepare/adopt a written memorial

Question 2

Hadley Doctrine

Answer 2

damages are not recoverable for loss that the party in breach did not have a reason to foresee as a probable result of the breach when the K was made

Question 3

Incidental Beneficiary

Answer 3

Look to INTENT of the promisee; the circumstances indicate that the promisee intends to give the benefit of the promise performance

Question 4

Accord

Answer 4

is an agreement under which a party to a K agrees to accept as complete satisfaction of the K some performance different from the original due under the K

Question 5

Satisfaction

Answer 5

performance of the accord and once it takes place, both the accord and original contractual duty ate discharged

Question 6

Repudiation by Buyer

Answer 6

seller can recover the:

contract price - market price OR contract price - resell price + incidental damages

Question 7

A minor who affirms

Answer 7

YES there is a contract

Question 8

A minor who DISAFFIRMS

Answer 8

NO there is no contract

Question 9

Minor is liable for a contract: Exception

Answer 9

Necessities

Question 10

Unilateral Mistake

Answer 10

Party is not excused from K unless:

1) the other party knew of the mistake OR
2) mistake was based on a clerical error

Question 11

UCC: Not a merchant: Acceptance

Answer 11

If it contains additional terms, it is not included in the offer

Question 12

No Mailbox rule when it is an option contract: acceptance is upon ___

Answer 12

receipt

Question 13

UCC: Buyer can reject if the goods or delivery ___ to ____ to the K in any way

Answer 13

fail; conform

Question 14

If a contract between merchants includes _______ terms then they are included in the _______

Answer 14

additional; offer

Question 15

Unconscionability

Answer 15

when one of the parties has substantial superior bargain power and can dictate the terms of the K to the other party who has inferior bargain power

Question 16

An Assignee take subject to defenses in the absence of an enforceable agreement

Question 17

UCC: Risk of Loss is on Buyer in carrier cases when:

Answer 17

the K requires the seller to ship the goods by carrier but does NOT explicitly require the seller to deliver them to a particular location

Question 18

UCC: Oral; Contract

Answer 18

enforceable to the extent the goods are received and accepted by the buyer

Question 19

Assignment of rights

Answer 19

barred if it will substantially change the obligor’s duty

Question 20

Buyer: Non Conforming Goods

Answer 20

Accept, Reject, or ALL

Question 21

Irrevocable Offers:

Answer 21

1) Option Ks
2) Form Offers
3) Detrimental Reliance
4) When an offeree has started performance of a unilateral K

Question 22

Option K

Answer 22

an offer is irrevocable if the offeror promised to keep an offer open for a specific period of time and promise was supported by consideration

Question 23

Exception to the Pre-Existing Duty Rule

Answer 23

1) Mutual Modification
2) Unforeseen Circumstances that render performance substantially more burdensome than reasonably anticipated
3) Valid defense to K formation
4) 3rd party offers a promise contingent upon performance of a contractual obligation by a party
5) Honest dispute as to duty

Question 24

Auction with reserve

Answer 24

auctioneer may withdraw goods at any time until he announces completion of the sale

Question 25

Auction without reserve

Answer 25

After an auctioneer calls for bids, that article or lot can be withdrawn only if no bid is made within a reasonable time

Question 26

Fraud in the factum

Answer 26

party is prevented from knowing essential terms of K due to fraudulent misrepresentation: K is void

Question 27

Fraud in the inducement

Answer 27

party is induced into entering into a K because of fraudulent misrepresentation; K is voidable if adversely affected party relied on it

Question 28

Court finds unconscionability, it can:

Answer 28

1) declare the entire K void 2) Strike the unconscionable clause while leaving the rest 3) rewrite offending clause to make it conscionable

Question 29

Reformation for a mistake when:

Answer 29

1) parties had a prior agreement 2) parties agreed to put the prior agreement in writing and 3) there is a difference in the prior agreement and the writing due to a mistake

Question 30

Shipment K: Risk of Loss is transferred to ____ once the _____ delivers goods to a common carrier (FOB Seller's Place)

Answer 30

buyer; seller

Question 31

Destination K: Risk of Loss is transferred to ____ when goods are tendered at the _______. (FOB Buyer's Place)

Answer 31

buyer; destination

Question 32

A buyer has the right to reject non-conforming goods even if goods are perishable

Question 33

Good Faith Standard: (regarding satisfaction)

Answer 33

This standard when it applies to taste/artistic judgment

Question 34

Reasonable Person Standard (Satisfaction)

Answer 34

All other issues (not taste)

Question 35

Divisible Contract

Answer 35

A party has a right to sue on the K if they have satisfactorily completed a portion of the K (such as a week of work) even if they breached the overall K

Question 36

Installment Contracts

Answer 36

Entire K can be terminated under the 1st installment if that breach substantially impaired the value of the whole K

Question 37

Implied Promise to use reasonable efforts Doctrine

Answer 37

can be used to revoke a K only if there has been reliance to the other party's detriment

Question 38

Anticipatory Repudiation

Answer 38

applies only if there is an absolute refusal to perform and it is communicated

Question 39

UCC: A seller has a right to stop goods in transit when there has been an ______ breach if they are in carloads.

Answer 39

anticipatory

Question 40

UCC: a seller in a destination K has the right to stop transit in other carloads when the buyer is ______

Answer 40

insolvent

Question 41

Exception in a destination K: If a buyer repudiates or breaches the K, the ROL shifts to ______ to the extent the seller's _______ does not cover the loss

Answer 41

buyer; insurance

Question 42

Valid Liquidated Damages Clause: When actual damages can't be sought, _____ _____ can be

Answer 42

specific performance