Terms of a Contract

Question 1

The parol evidence rule excludes evidence of…

Answer 1

prior or contemporaneous agreements that contradict the terms of the final writing.

Question 2

A writing will be considered a final integration if the writing…

Answer 2

was intended as a final expression of the agreement.

Question 3

If an integration is partial, the writing may be…

Answer 3

supplemented by proving consistent additional terms.

Question 4

The UCC presumes all writings are…

Answer 4

partial integrations.

Question 5

A provision such as “this contract is limited to the terms herein,” is…

Answer 5

a merger clause, and will be considered a complete integration.

Question 6

Parol evidence (is/is not) generally admissible to establish a defense to the formation of the contract.

Answer 6

is

Question 7

If there is uncertainty or ambiguity in the written agreement’s terms or a dispute as to the meaning of those terms, parol evidence (can/can not) be received to aid the fact finder in reaching a correct interpretation of the agreement.

Answer 7

can

Question 8

Contracts will be construed as a whole, so specific clauses will be…

Answer 8

subordinated to the contract’s general intent.

Question 9

The court’s will construe words to their ____ meaning, unless it is clearly shown that they were meant to be used in a technical sense.

Answer 9

ordinary

Question 10

Ambiguities in a contract are construed against…

Answer 10

the party preparing the contract, absent evidence of the intention of the parties.

Question 11

A court will look to this heirarchy to interpret intention in a contract…

Answer 11

1. Party’s course of performance;
2. Party’s course of dealing; or
3. Trade usage.

Question 12

Under Article II, if a price term is ambiguous then the price term is ‘gap-filled’ as…

Answer 12

a reasonable price at the time of delivery.

Question 13

Under Article II, if a place of delivery isn’t specified, the place is…

Answer 13

the seller’s place of business, otherwise, the seller’s home.

Question 14

Under Article II, if the time for shipment or delivery isn’t specified, it will be due within…

Answer 14

a reasonable time.

Question 15

Under Article II, if the time for payment isn’t specified, payment is due at…

Answer 15

the time and place at which the buyer is to receive the goods.

Question 16

An express warranty is…

Answer 16

any affirmation of fact or promise made by the seller to the buyer that is part of the basis of the bargain.

Question 17

A statement is part of the basis of the bagain if…

Answer 17

it came at such a time that the buyer could have relied on it when they entered into the contract.

Question 18

Implied in every contract for sale by a merchant who deals in goods of the kind sold, there is a warranty that…

Answer 18

the goods are merchantable (fit for the ordinary purpose for which such goods are used).

Question 19

For implied warranty cases, why does it not make a difference that the seller doesn’t know of a defect or that they could have discovered it?

Answer 19

Implied warranties aren’t based on negligence, but rather on absolute liability.

Question 20

In Virginia, to establish a breach of the implied warranty, the buyer must show…

Answer 20

(1) the existence of a warranty,
(2) that the warranty was broken, and
(3) that the breach was a proximate cause of the loss.

Question 21

An implied warranty of fitness for a particular purpose will be implied in a contract for the sale of goods whenever…

Answer 21

(1) any seller (merchant or not) has reason to know the particular purpose for which the goods are to be used and that the buyer is relying on the seller’s skill and judgment to select suitable goods; and
(2) the buyer in fact relies on the seller’s skill or judgment.

Question 22

The warranty of merchantibility can be specifically disclaimed or modified only by…

Answer 22

mentioning merchantability. And, if the contract is in writing, the disclaimer must be conspicuous.

Question 23

The warranty of fitness for a particular purpose can be specifically disclaimed only by a…

Answer 23

conspicuous writing.

Question 24

A term is considered conspicuous if it is…

Answer 24

so written, displayed, or presented that a reasonable person against whom it is to operate ought to have noticed it.

Question 25

Unless circumstances indicate otherwise, the implied warranties of merchantibility and fitness can be disclaimed by expressions such as…

Answer 25

“as is,” or “with all faults.”

Question 26

Leases of goods are governed by…

Answer 26

UCC Article II(A).

same warranty rules will apply

Question 27

If a buyer, before entering into the contract, has examined the goods as fully as they desire or refused to examine the goods, then…

Answer 27

there is no warranty as to defects that a reasonable examination would have revealed.

Question 28

Generally, a seller can limit the remedies for any warranty, as long as the limitation is not…

Answer 28

unconscionable.

Question 29

If defective goods are delivered to a buyer, then the risk of loss…

Answer 29

doesn’t pass to the buyer until the defects are cured or the buyer accepts the goods in spite of their defects.

Question 30

In a noncarrier case, if the seller is a merchant, the risk of loss passes to the buyer when they…

Answer 30

take possession of the goods.

Question 31

In a noncarrier case, if the seller is NOT a merchant, the risk of loss passes to the buyer upon…

Answer 31

tender of delivery.

Question 32

If a contract is for shipment, the risk of loss passes to the buyer when…

Answer 32

the goods are delivered to the carrier.

Question 33

In a shipment contract, the seller has duties to:

Answer 33

(1) make a reasonable contract with the carrier on behalf of the buyer;
(2) deliver the goods to the carrier;
(3) promptly notify the buyer of the shipment; and
(4) provide the buyer with any documents needed to take possession of the goods.

Question 34

If a contract requires a seller to deliver goods at a particular destination, the risk of loss passes to the buyer when…

Answer 34

the goods are tendered to the buyer at the destination.