Business Law Chapters 12-18

What are the two requirements for parties to amicably part ways before their duties are fulfilled?

When a contract specifies that time is 'of the essence,' the parties are not obligated to perform within a reasonable timeframe.

Performance to satisfaction always requires the satisfaction of a reasonable person.

Conditional performance requires a party's performance only when an event occurs before the parties are obligated to perform.

Which of these options accurately describes the concept of 'materiality' in the context of substantial performance?

A party who has substantially performed their contractual obligations can still be sued for the missing parts of the performance.

Which of these is NOT a way that a contract can be discharged by operation of law?

Explain the difference between liquidation and restructure in the context of bankruptcy.

Debts that fall outside the statute of limitations can never be revived.

What happens if the innocent party in unilateral alteration of a contract decides to proceed with the modified contract?

Supervening illegality is a legal change that makes the contract illegal, void ab initio, and automatically invalid.

Which of these options DOES NOT fall under the 'generally includes' category of what constitutes discharge by impossibility or commercial impracticability?

What are the three main examples of improper discharge of a contract?

The 'election of remedies' doctrine allows parties to pursue all remedies simultaneously in a breach of contract.

Which measure of compensatory damages considers the position the plaintiff would have been in if the promise had never been performed?

Consequential damages are awarded when the loss is unavoidable and foreseeable with reasonable effort?

Equitable remedies are available when compensatory damages are insufficient or inadequate.

Specific performance is typically granted when the subject matter of the contract is unique and not easily replaceable.

An injunction is a court order that prohibits the breaching party from performing a specific action.

Intended beneficiaries have legal rights under the contract if the other party intended them to have those rights.

Incidental beneficiaries have no legal rights under the contract.

Which of these IS NOT a factor that determines whether a beneficiary has vested rights under a contract?

Generally, all rights under a contract can be assigned by the parties, with no limitations.

What is the intended effect of revoking an assignment?

What are the three exceptions to delegating contractual obligations?

If the delegator is liable for the performance of the delegated duties, even if the delegatee fails to perform, it implies that the delegation was successful.

The Uniform Commercial Code (UCC) governs the sale of goods and overrides common law principles.

A 'sale' is defined as a transfer of title for a bargained-for consideration, typically expressed in monetary terms.

Goods in the context of commercial transactions are typically defined as tangible and movable items.

The UCC and common law distinguish between sales of goods and services, with the UCC focusing primarily on goods and common law governing services.

Commodities of real property, such as land or buildings, are always treated as goods under the UCC.

The Statute of Frauds applies to all contracts involving the sale of goods.

The Statute of Frauds requires the agreement to be signed and in writing only when the sale of goods is valued at $500 or more.

If a buyer accepts goods delivered and pays for them, this would be considered an exception to the requirement for a written contract, enforceable regardless of the value of the goods.

When a buyer pays for goods and admits to the existence of a contract under oath, this is considered a valid exception to the Statute of Frauds.

If a significant amount of goods have been produced or procured for a specific contract, it constitutes an exception to the Statute of Frauds even if the goods are worth less than $500.

Confirmation letters between merchants that are not signed within 10 days of sending the letter are considered an exception to the Statute of Frauds.

If the price of goods in a contract is missing, UCC law requires using a reasonable price at the time of delivery.

If no place of delivery is specified in the contract, UCC law requires using the buyer's place of business as the default.

Which of these IS NOT a requirement for goods to be transferred according to UCC law?

For non-carrier goods, risk of loss is on the non-merchant seller until the non-merchant seller tenders the goods to the buyer.

For a shipment contract, the seller's only responsibility is to deliver the goods to the common carrier.

For a destination contract, the seller is responsible for delivering the goods to a specific location.

The default delivery condition under UCC law is a destination contract.

In F.O.B (Free on Board) contracts, the point where risk of loss passes is determined by the FOB location indicated, not the destination.

The buyer in F.A.S. (Free Alongside) contracts assumes risk when the goods are delivered to the buyer's ship crane.

The buyer bears the risk of loss in a shipment contract once the seller delivers the goods to the common carrier.

In a destination contract, the seller bears the risk of loss until the seller delivers the goods to the buyer.

The buyer has the right to reject defective goods delivered under a contract.

The seller has the right to cure defective goods by replacing them with conforming goods within a reasonable time frame.

If the buyer accepts defective goods, it automatically prevents the seller from curing the defects.

For defective goods that a buyer rejects, risk of loss does not pass to the buyer until the defective goods are accepted or the defects are cured.

The buyer can revoke their acceptance of goods if the buyer discovers defects within a reasonable time.

Risk of loss for a contract always remains with the seller if the buyer revokes their acceptance.

The buyer bears the risk of loss in a sales-on-approval contract if the seller rejects the goods and the seller is unable to return them.

Goods are insurable only after the buyer has accepted them.

Collateralization refers to the buyer's right to retain title to the goods until payment in full.

Collateralization effectively transfers ownership of the goods to the buyer until the buyer makes full payment.

If the buyer defaults on their payment, the seller has the right to repossess the collateralized goods.