When is extrinsic evidence of additional terms permitted under the UCC?
- When they would not certainly have been included OR
2. When the evidence does not contradict the terms of the writing
What constitutes impracticability in a personal services contract?
Performance is considered impracticable if the performing party to the contract dies or becomes incapacitated
What are the legal consequences of impracticability?
Both parties’ obligations are discharged, including payments - no one is entitled to performance or damages
What is the duty of good faith?
It is a duty implied into all contracts - a party cannot use fraud or other dishonest actions to induce the other party to agree a contract
What is duress?
A wrongful act or threat that deprives a party of a meaningful choice
What makes a deal unconscionable?
When a deal is so unfair to one party that no reasonable person would agree to it in the same situation as this party
What is the difference between a substitute agreement and an accord?
A substitute agreement completely replaces the original contract allowing recovery only for the new contract whereas an accord allows recovery in both the original contract and accord
When is a party allowed to retract repudiation?
- When the other party has NOT (a) acted in reliance on the repudiation, (b) signified acceptance of the repudiation, OR
(c) commenced an action for breach of contract; AND - Notice is sufficient to allow for the performance of the promisee’s obligations
When is performance of a duty subject to condition precedent required?
When (1) the the condition doesn’t occur, (2) the condition can no longer occur, or (3) its non-occurrence is excused
What is required for a good faith purchaser of goods to take good title to goods that have been entrusted to the merchant?
- The buyer buys in the ordinary course of business
2. From a merchant that deals in the same kind of goods
When does mistaken belief permit a contract to be rescinded?
- The belief is not in accord with the facts as to a basic assumption on which the contract was made
- The mistake materially affects performance, AND
- The parties did not assume the risk of mistake
When does promissory estoppel make a promise without consideration or conformance with the statute of frauds binding?
- The promisor should reasonably expect it to induce action or forbearance by the promisee or a third person;
- The promise does induce action or forbearance; and
- Injustice can be avoided only by enforcement of the promise.
What are the buyer’s obligations with regards to rejection of non-conforming goods?
It must (1) notify the seller of rejection and (2) retain possession of the rejected goods for a reasonable period of time to allow the seller to reclaim them
What are the buyer’s rights if the seller does not provide any instructions in a reasonable time with regards to rejected non-conforming goods?
The buyer is permitted to make good-faith attempts to dispose of the goods, which does not count as acceptance
When is a common law breach considered minor?
When the breaching party has substantially performed; delay does not necessarily preclude finding of substantial performance depending on facts / circumstances
When is an offer considered revoked?
- Anytime before acceptance, effective when received
- Offeror makes a manifestation of an intention not to enter into the proposed contract
- Not effective until actual or constructive notice
When does anticipatory repudiation occur?
- Unequivocal refusal of the buyer or seller to perform; OR
- When (a) reasonable grounds for insecurity arise + (b) the party fails to provide adequate assurances within a reasonable time (30d under UCC)
