Formation of Contracts - Implied in Fact and Quasi Contracts & Warranties in Sale of Goods Flashcards Preview

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Flashcards in Formation of Contracts - Implied in Fact and Quasi Contracts & Warranties in Sale of Goods Deck (13)
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1
Q

Implied in Fact Contract

A

When conduct indicates assent or agreement

2
Q

Implied in Law (Quasi) Contract

A

Where a plaintiff confers a benefit on a defendant and the plaintiff has a reasonable expectation of compensation

  • The court implies K to prevent unjust enrichment

A court may allow restitutionary recovery if:

  1. P conferrred measurable benefit on the D
  2. P acted without gratuitous intent, AND
  3. It would be unfair to let the D keep the benefit b/c
    1. The D had an opp. to decline the benefit but knowingly accepted it OR
    2. The plaintiff had a reas. excuse for not giving the D such opp.
3
Q

Sale of Goods Warranties

A

UCC Art. 2 allows for:

  • express warranties
  • imp. war. of merchantability AND
  • fitness for a particular purp.
4
Q

What are the default UCC warranties ?

A
  1. Warranty of Title
  2. Warranty of Merchantability
  3. Warranty of fitness for a particular purpose
5
Q

What is the warranty of title?

A
  1. Good title to the goods
  2. The rightful transf. of the goods
  3. No liens are attached to the goods
6
Q

How do you modify the warranty of title?

A

Warranty can be excluded or modified by specific lang. or circ. showing the absence of good title

7
Q

What is an Express Warranty ?

A
  1. Any promise, affirmation, description or sample/model
  2. that is part of the basis of the bargain
  3. unless it is merely the sellers opinion or commondation of the value of the goods
8
Q

Express Warranty Disclaimers

A

Disclaimers that unreas. negate or limit express warranties are inoperative

  • Disclaimers that grossly conflict w/ the exp. war. such as “all warranties, express or implied, are disclaimed” are ignored
9
Q

What is the implied warranty of Merchantability?

A

Guarantees that the goods are fit for the ord. purposes for which they would be used

10
Q

When does the warranty of Merchantability apply?

A

When the seller is a merchant

11
Q

How can the warranty of merchantability be disclaimed?

A
  • By use of lang. that is reas. understood to exclude imp. warranties
    • “As is”, “with all faults”
  • MUST use the word “merchantability” (can be oral)
  • Must be conspicuous if in writing (bold font)
12
Q

When does the warranty for fitness for a particular purpose apply?

A

Only applies where, at the time of contracting, the seller has good reason to know (from any source):

  1. The Buyer’s particular purpose for which the goods are required AND
  2. That the buyer is relying on the seller’s skill to select reas. goods for that purpose

Seller does NOT need to be a merchant

13
Q

How do you disclaim the warranty of fitness?

A

By general language (including by the use of “as is”)

  • BUT disclaimer must be inwriting and conspicuous