Contracts

Question 1

Contracts subject to SOF

Answer 1

MY LEGS:

1. Marriage
2. Year <1
3. Land
4. Executor - pay from executor’s funds
5. Goods
6. Suretyship - pay another’s debt

Question 2

Promissory estoppel

Answer 2

1. Reasonable expectation of reliance
2. Detrimental reliance
3. Injustice cannot be otherwise avoided

Charitable subscriptions create presumed detrimental reliance.

Question 3

Exceptions to parole evidence rule

Answer 3

Evidence relevant to:

1. Integration
2. Ambiguity
3. Defenses to formation or enforcement
4. Remedies
5. Modifications
6. Condition precedents

Question 4

Firm offer (UCC)

Answer 4

1. Merchant
2. Assurance
3. Signed writing from merchant

No CX needed from offeree
Cannot exceed 3 months

Question 5

Reserve auction

Answer 5

Auctioneer may withdraw goods any time before announcing completion. Default rule.

Question 6

No-reserve auction

Answer 6

Goods cannot be withdrawn unless no bid is received within a reasonable time.

Question 7

Accord and Satisfaction

Answer 7

Agreeing to accept performance from party different from promised performance

Question 8

Negotiable Instruments and accord and satisfaction

Answer 8

Claims subject to dispute can be discharged if

1. Good faith tender by defendant
2. Conspicuous statement that tendered in satisfaction
3. Claimant obtains payment of the instrument

Question 9

Warrant of merchantability

Answer 9

1. Merchant
2. Sells goods of the kind sold
3. Must be fit for ordinary purpose and pass without objection

only applies for time of sale. waivable.

Question 10

When can an intended beneficiary enforce a promise?

Answer 10

1. Only against promisor
2. Intentional benefit
3. Vested: (1) beneficially, materially and justifiable reliance; (2) assents at a party’s request, or (3) files a lawsuit to enforce.

Question 11

How must a demand for assurances be made under the UCC?

Answer 11

1. In writing

2. within 30 days

Question 12

In contracts of $500 or more, if merchant sends a confirmatory memo after oral agreement that satisfies SOF, when must be recipient object if not bound?

Answer 12

If she had reason to know and objects within 10 days of receipt

Question 13

When is an unwritten contract enforceable under the UCC?

Answer 13

1. Specially manufactured goods
2. Court admissions
3. performance

Question 14

When is a writing not required for specially manufactured goods?

Answer 14

1. Specific for buyer
2. Unsuitable for resale in ordinary course
3. seller has either substantially begun or made commitments

Question 15

What is unconscionable under the UCC?

Answer 15

No reasonable person in the position of that party would agree to it

Question 16

What is the default assumption for delivery of goods under the UCC?

Answer 16

All delivered in single delivery. Payment only due on such tender.

Question 17

When is a buyer NOT entitled to inspect goods before payment

Answer 17

If the K says COD or other terms/course of performance/dealing/etc. so indicate

Question 18

Who assumes the risk for goods in non-carrier contracts if the seller is NOT a merchant?

Answer 18

Buyer after tender

Question 19

Who assumes the risk for goods in non-carrier contracts if the seller is a merchant?

Answer 19

Buyer after possession

Question 20

What may a buyer do if the seller fails to give instructions within a reasonable time after rejection?

Answer 20

1. Store for seller
2. Reship
3. Resell

Expenses incurred by seller

Question 21

When may a seller reclaim goods delivered to an insolvent buyer on credit?

Answer 21

1. Buyer insolvent before delivery
2. Demand made within 10 days for payment after receipt of goods, unless prior misrepresentation of solvency was made in past 3 mos

Question 22

What is the SOL for breach under a UCC contract?

Answer 22

4 years; contract may limit to not less than one year, but may not extend it