UCC
Modification of Sale of Goods $500+
Modification not applicable unless it is in writing, unless contract allows it.
Multiple Choice
Commercial Impracticability
Needs to be unforeseeable
Multiple Choice
Article 2 Modification
Contracts can be modified, if in good faith.
Multiple Choice
Accord and Satisfaction
Cashing a check
occurs when there is a contract disport or some slight alternative of the debtors consideration.
- the acceptance of the new terms constitute an accord, and cashing of the check is satisfaction.
Assignment v. Third Party Beneficiary
Third Party Beneficiary:
1) If the contact between two parties contemplates performance to a third party, that third party may have rights to enforce that contract.
2) to do so the third party must be an intended beneficiary at the time the contract was made.
Assignment
1) is a contract that does not contemplate performance to a third party when the contract is made.
2) Rather, later one of the parties transfers his right to another.
Material v. Minor Breach
Minor:
- Where there is a minor breach, the non breaching party is not entitled to cancel the contract
- Although they will have a action for damages suffered
Material Breach:
* Factors to deremine Material Breach
1) Amount of benefit the non-breaching party will receive
2) Adequate of damges remedy
3) Extent of performing already completed by breaching party
4) Hardship to breaching party
5) whether breaching party was negligent or willful
6) likelihood breaching party complying performance.
Specific Performance
Exception
A court will not grant Specific performance if subject matter of the contract has been transferred to a bonafide purchaser for value.
Shipment Contract Under UCC
Defective Good
When the contract authorized or requires the seller to ship goods by a common carrier but,
- Deos not explicityly require the seller to deliver them at a particular location
- Risk of Loss: Passess to the buyer when the gods are duly delivered to the carrier
Defective Good:
- if goods are defective that buyer has right to reject
- Risk of Loss: does not pass until the defect are cured or buyers accepted the goods.
Destruction of Property: Builder
If the destruction does not make it impossible, and builder refuses to rebuild, he cannot collect anything. No damages.
Multiple Choice
Parol Evidence does not bar…
The parol evidence rule does not bar an introduction of evidence based on:
1) Course of Dealing
2) usage in trade
3) Course of performance
= to explain or supplement contractual terms.
Dividable Contract
A contract is divisible if:
1) the performance of the contract is split into two or more party under the contract,
2) The # of party due from each party is the same, and
3) The performance of each party by the party is the agreed upon equivalent of the corresponding party from the other party.
* if not, not dividable and not entitled to contract price, however can get restitution.
Multiple Choice
Accord
Creditors breach
Accord:
* Is an agreement in which the party to an existing contract agrees to accept, in lieu of the performance that she is supposed to recover from the there party, some other, different performance.
= The coord must be supported by consideration, but the consideration is sufficient if it is a different type then called for under the original contract, even if the substitute consideration is less value.
Performance of accord:
* cuts off the parties right to enforce the original contract
Breach of Accord:
- the creditor breaches the accord agreement, the debtor has an option of either raising the accord agreement as a equitable defense in the creditors action and asking for dismissal, or
- wait until the damages then bring an action at law for damages for the brach of accord.
Revocation: Inconsistence
An offeree cannot accept the offer when the offeree knows or has reliable information that the offeror has done some act, usually selling the property which is inconsistent with an outstanding offer.
- Revocation of an offer may occur prior to the time of acceptance when the offeree acquired information which would indicate to a reasonable person that the offeror no longer wishes to keep the offer open.
Contract in Consideration of Marriage
SOF
That a contract in consideration of marriage must be evidence by a writing to be enforceable <—- required
* this includes any promise that induces someone to marry by offering something of value.
Implied and Fact Contract
Is formed by manifestation of assent other than written or oral language.
Conduct:
* Where a person knowingly accept an offered benefit, such conduct, viewed objection, may be said to manifest an agreement to the conferral of such benefit, results in a implied in fact contract.
Release from Contract
1) Additional Consideration,
2) Signed writing, or
3) Detrimental Reliance
Delegation
When a duty is delegated to a delegateer, the delegator remains liable should the delegatee fail to perform.
