Contracts 1 Final Exam
2-201 (2) "Merchant Confirmation" exception - correct answer-1. Both parties are merchants,
and
2. Within a reasonable time, one party sends a written confirmation
3. The confirmation is NOT objected to within 10 days (in writing)
3 paragraphs of UCC 2-207- Additional Terms in Acceptance or Confirmation: - correct
answer--A definite and seasonable expression acceptance operates as an acceptance, even
if it states terms additional or different from the offer.
-UNLESS: acceptance is expressly conditioned on assent to the additional or different terms.
4 Consideration Questions: - correct answer-1. What is the promise we are trying to
enforce?
2. What is the act or promise sought in return?
3. Was it bargained for?
4. Does the act or promise have value?
5 Requirements for Promissory Estoppel under Restatement 2nd §90: - correct answer-1. A
promise is made by the promisor.
2. The promise is made with reasonable expectation the promisee or third party will rely on
it.
3. There is reasonable reliance by the promisee or third party.
4. Injustice can only be avoided by enforcing the promise. Tailor remedy as justice requires
The 2nd Restatement also adds: If you are dealing with a charitable subscription or a
marriage settlement, reliance is NOT necessary.
A K for the sale of goods for the price of $500 or more must be evidenced by a writing. The
writing must contain three things: - correct answer-1. a quantity
2. an indication that the K has been made
3. signed by the "party to be charged."
A says to B, I will pay you $50.00 if you cross the Brooklyn Bridge.
What kind of contract? - correct answer-unilateral contract; can only accept by performance.
(one promise)
A says to B, I will pay you $50.00 if you promise to cross the Brooklyn Bridge.
What kind of Contract? - correct answer-bilateral contract; can accept by performance or
promising to perform. (two promises)
Accord: - correct answer-Agreement where the parties agree to modify the contract or legal
relationship.
, ADEQUACY OF CONSIDERATION: - correct answer-Generally, Courts will not inquire into
the adequacy of consideration, unless: fungible or specific performance
Advertisements - correct answer-An ad is a mere solicitation to enter into a contract. (an
invitation for an offer, preliminary negotiation) If an ad is specific as to who can accept, the
quantity and quality, then the ad could be an offer
An Offeree's power of acceptance may be terminated by: - correct answer-1.rejection or
counter-offer by offeree, or
2.lapse of time, or (Loring)
3.revocation by offeror, or (Beard)
4.death or incapacity of the offeror (Davis v. Jacoby)
5.Also- non-occurrence of a condition of acceptance = Contracts 2
Auction with Reserve - correct answer-The auctioneer has reserved the right to take the item
off the block. Auctions are presumed to be "with reserve." Each bid is an offer therefore the
Auctioneer has the power of acceptance. Auctioneer must let the gavel come down indicated
the sale is complete in order to "Accept." Item can be taken off the block
Auction without Reserve - correct answer-The item will be sold to the highest bidder. Eg.
"Auction without reserve" or "Everything will be sold." Auctioneer makes offer. Promise to sell
to the highest bidder. Each bid is an acceptance subject to no higher bid.
Breacher sues for restitution - correct answer-Under some circumstances, the breacher
should be able to recover in quantum meruit for the reasonable value of services the
non-breacher has received. The contract price is the cap on damages.
By-bidding: - correct answer-(UCC 2-328(4)) Applies to the sale of goods only. Auction
house puts someone in the audience to drive up the price.
By-bidding is not permitted unless notice is given. If notice is not given, the buyer may at his
option avoid the sale or take the goods at the price of the last good faith bid prior to
completion of sale.
Common Gap Fillers: - correct answer-1. price = reasonable price 2-305
2. time = reasonable time 2-309
delivery = if not specified, delivery to seller's place of business 2-308(a)
Common law rule for accords and satisfaction - correct answer-: A person is not legally
obligated to pay anything on a good faith disputed debt until the dispute is legally resolved
and if you pay BEFORE the good faith is legally resolved that has value.
Common Law/Restatement - correct answer-The Restatement (Second) of Contracts applies
to contracts involving the sale of property & services.
CONSEQUENTIAL DAMAGES: (aka: Indirect/Secondary/"Special" Damages: - correct
answer-A loss or expenditure that happened as a consequence of the breach which were
not assumed
2-201 (2) "Merchant Confirmation" exception - correct answer-1. Both parties are merchants,
and
2. Within a reasonable time, one party sends a written confirmation
3. The confirmation is NOT objected to within 10 days (in writing)
3 paragraphs of UCC 2-207- Additional Terms in Acceptance or Confirmation: - correct
answer--A definite and seasonable expression acceptance operates as an acceptance, even
if it states terms additional or different from the offer.
-UNLESS: acceptance is expressly conditioned on assent to the additional or different terms.
4 Consideration Questions: - correct answer-1. What is the promise we are trying to
enforce?
2. What is the act or promise sought in return?
3. Was it bargained for?
4. Does the act or promise have value?
5 Requirements for Promissory Estoppel under Restatement 2nd §90: - correct answer-1. A
promise is made by the promisor.
2. The promise is made with reasonable expectation the promisee or third party will rely on
it.
3. There is reasonable reliance by the promisee or third party.
4. Injustice can only be avoided by enforcing the promise. Tailor remedy as justice requires
The 2nd Restatement also adds: If you are dealing with a charitable subscription or a
marriage settlement, reliance is NOT necessary.
A K for the sale of goods for the price of $500 or more must be evidenced by a writing. The
writing must contain three things: - correct answer-1. a quantity
2. an indication that the K has been made
3. signed by the "party to be charged."
A says to B, I will pay you $50.00 if you cross the Brooklyn Bridge.
What kind of contract? - correct answer-unilateral contract; can only accept by performance.
(one promise)
A says to B, I will pay you $50.00 if you promise to cross the Brooklyn Bridge.
What kind of Contract? - correct answer-bilateral contract; can accept by performance or
promising to perform. (two promises)
Accord: - correct answer-Agreement where the parties agree to modify the contract or legal
relationship.
, ADEQUACY OF CONSIDERATION: - correct answer-Generally, Courts will not inquire into
the adequacy of consideration, unless: fungible or specific performance
Advertisements - correct answer-An ad is a mere solicitation to enter into a contract. (an
invitation for an offer, preliminary negotiation) If an ad is specific as to who can accept, the
quantity and quality, then the ad could be an offer
An Offeree's power of acceptance may be terminated by: - correct answer-1.rejection or
counter-offer by offeree, or
2.lapse of time, or (Loring)
3.revocation by offeror, or (Beard)
4.death or incapacity of the offeror (Davis v. Jacoby)
5.Also- non-occurrence of a condition of acceptance = Contracts 2
Auction with Reserve - correct answer-The auctioneer has reserved the right to take the item
off the block. Auctions are presumed to be "with reserve." Each bid is an offer therefore the
Auctioneer has the power of acceptance. Auctioneer must let the gavel come down indicated
the sale is complete in order to "Accept." Item can be taken off the block
Auction without Reserve - correct answer-The item will be sold to the highest bidder. Eg.
"Auction without reserve" or "Everything will be sold." Auctioneer makes offer. Promise to sell
to the highest bidder. Each bid is an acceptance subject to no higher bid.
Breacher sues for restitution - correct answer-Under some circumstances, the breacher
should be able to recover in quantum meruit for the reasonable value of services the
non-breacher has received. The contract price is the cap on damages.
By-bidding: - correct answer-(UCC 2-328(4)) Applies to the sale of goods only. Auction
house puts someone in the audience to drive up the price.
By-bidding is not permitted unless notice is given. If notice is not given, the buyer may at his
option avoid the sale or take the goods at the price of the last good faith bid prior to
completion of sale.
Common Gap Fillers: - correct answer-1. price = reasonable price 2-305
2. time = reasonable time 2-309
delivery = if not specified, delivery to seller's place of business 2-308(a)
Common law rule for accords and satisfaction - correct answer-: A person is not legally
obligated to pay anything on a good faith disputed debt until the dispute is legally resolved
and if you pay BEFORE the good faith is legally resolved that has value.
Common Law/Restatement - correct answer-The Restatement (Second) of Contracts applies
to contracts involving the sale of property & services.
CONSEQUENTIAL DAMAGES: (aka: Indirect/Secondary/"Special" Damages: - correct
answer-A loss or expenditure that happened as a consequence of the breach which were
not assumed
