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What are the two requirements for parties to amicably part ways before their duties are fulfilled?
What are the two requirements for parties to amicably part ways before their duties are fulfilled?
Proper tender and proper time.
When a contract specifies that time is 'of the essence,' the parties are not obligated to perform within a reasonable timeframe.
When a contract specifies that time is 'of the essence,' the parties are not obligated to perform within a reasonable timeframe.
False
Performance to satisfaction always requires the satisfaction of a reasonable person.
Performance to satisfaction always requires the satisfaction of a reasonable person.
False
Conditional performance requires a party's performance only when an event occurs before the parties are obligated to perform.
Conditional performance requires a party's performance only when an event occurs before the parties are obligated to perform.
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Which of these options accurately describes the concept of 'materiality' in the context of substantial performance?
Which of these options accurately describes the concept of 'materiality' in the context of substantial performance?
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A party who has substantially performed their contractual obligations can still be sued for the missing parts of the performance.
A party who has substantially performed their contractual obligations can still be sued for the missing parts of the performance.
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Which of these is NOT a way that a contract can be discharged by operation of law?
Which of these is NOT a way that a contract can be discharged by operation of law?
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Explain the difference between liquidation and restructure in the context of bankruptcy.
Explain the difference between liquidation and restructure in the context of bankruptcy.
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Debts that fall outside the statute of limitations can never be revived.
Debts that fall outside the statute of limitations can never be revived.
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What happens if the innocent party in unilateral alteration of a contract decides to proceed with the modified contract?
What happens if the innocent party in unilateral alteration of a contract decides to proceed with the modified contract?
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Supervening illegality is a legal change that makes the contract illegal, void ab initio, and automatically invalid.
Supervening illegality is a legal change that makes the contract illegal, void ab initio, and automatically invalid.
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Which of these options DOES NOT fall under the 'generally includes' category of what constitutes discharge by impossibility or commercial impracticability?
Which of these options DOES NOT fall under the 'generally includes' category of what constitutes discharge by impossibility or commercial impracticability?
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What are the three main examples of improper discharge of a contract?
What are the three main examples of improper discharge of a contract?
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The 'election of remedies' doctrine allows parties to pursue all remedies simultaneously in a breach of contract.
The 'election of remedies' doctrine allows parties to pursue all remedies simultaneously in a breach of contract.
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Which measure of compensatory damages considers the position the plaintiff would have been in if the promise had never been performed?
Which measure of compensatory damages considers the position the plaintiff would have been in if the promise had never been performed?
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Consequential damages are awarded when the loss is unavoidable and foreseeable with reasonable effort?
Consequential damages are awarded when the loss is unavoidable and foreseeable with reasonable effort?
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Equitable remedies are available when compensatory damages are insufficient or inadequate.
Equitable remedies are available when compensatory damages are insufficient or inadequate.
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Specific performance is typically granted when the subject matter of the contract is unique and not easily replaceable.
Specific performance is typically granted when the subject matter of the contract is unique and not easily replaceable.
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An injunction is a court order that prohibits the breaching party from performing a specific action.
An injunction is a court order that prohibits the breaching party from performing a specific action.
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Intended beneficiaries have legal rights under the contract if the other party intended them to have those rights.
Intended beneficiaries have legal rights under the contract if the other party intended them to have those rights.
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Incidental beneficiaries have no legal rights under the contract.
Incidental beneficiaries have no legal rights under the contract.
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Which of these IS NOT a factor that determines whether a beneficiary has vested rights under a contract?
Which of these IS NOT a factor that determines whether a beneficiary has vested rights under a contract?
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Generally, all rights under a contract can be assigned by the parties, with no limitations.
Generally, all rights under a contract can be assigned by the parties, with no limitations.
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What is the intended effect of revoking an assignment?
What is the intended effect of revoking an assignment?
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What are the three exceptions to delegating contractual obligations?
What are the three exceptions to delegating contractual obligations?
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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.
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.
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The Uniform Commercial Code (UCC) governs the sale of goods and overrides common law principles.
The Uniform Commercial Code (UCC) governs the sale of goods and overrides common law principles.
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A 'sale' is defined as a transfer of title for a bargained-for consideration, typically expressed in monetary terms.
A 'sale' is defined as a transfer of title for a bargained-for consideration, typically expressed in monetary terms.
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Goods in the context of commercial transactions are typically defined as tangible and movable items.
Goods in the context of commercial transactions are typically defined as tangible and movable items.
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The UCC and common law distinguish between sales of goods and services, with the UCC focusing primarily on goods and common law governing services.
The UCC and common law distinguish between sales of goods and services, with the UCC focusing primarily on goods and common law governing services.
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Commodities of real property, such as land or buildings, are always treated as goods under the UCC.
Commodities of real property, such as land or buildings, are always treated as goods under the UCC.
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The Statute of Frauds applies to all contracts involving the sale of goods.
The Statute of Frauds applies to all contracts involving the sale of goods.
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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.
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.
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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.
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.
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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.
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.
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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.
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.
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Confirmation letters between merchants that are not signed within 10 days of sending the letter are considered an exception to the Statute of Frauds.
Confirmation letters between merchants that are not signed within 10 days of sending the letter are considered an exception to the Statute of Frauds.
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If the price of goods in a contract is missing, UCC law requires using a reasonable price at the time of delivery.
If the price of goods in a contract is missing, UCC law requires using a reasonable price at the time of delivery.
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If no place of delivery is specified in the contract, UCC law requires using the buyer's place of business as the default.
If no place of delivery is specified in the contract, UCC law requires using the buyer's place of business as the default.
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Which of these IS NOT a requirement for goods to be transferred according to UCC law?
Which of these IS NOT a requirement for goods to be transferred according to UCC law?
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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 non-carrier goods, risk of loss is on the non-merchant seller until the non-merchant seller tenders the goods to the buyer.
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For a shipment contract, the seller's only responsibility is to deliver the goods to the common carrier.
For a shipment contract, the seller's only responsibility is to deliver the goods to the common carrier.
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For a destination contract, the seller is responsible for delivering the goods to a specific location.
For a destination contract, the seller is responsible for delivering the goods to a specific location.
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The default delivery condition under UCC law is a destination contract.
The default delivery condition under UCC law is a destination contract.
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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.
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.
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The buyer in F.A.S. (Free Alongside) contracts assumes risk when the goods are delivered to the buyer's ship crane.
The buyer in F.A.S. (Free Alongside) contracts assumes risk when the goods are delivered to the buyer's ship crane.
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The buyer bears the risk of loss in a shipment contract once the seller delivers the goods to the common carrier.
The buyer bears the risk of loss in a shipment contract once the seller delivers the goods to the common carrier.
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In a destination contract, the seller bears the risk of loss until the seller delivers the goods to the buyer.
In a destination contract, the seller bears the risk of loss until the seller delivers the goods to the buyer.
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The buyer has the right to reject defective goods delivered under a contract.
The buyer has the right to reject defective goods delivered under a contract.
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The seller has the right to cure defective goods by replacing them with conforming goods within a reasonable time frame.
The seller has the right to cure defective goods by replacing them with conforming goods within a reasonable time frame.
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If the buyer accepts defective goods, it automatically prevents the seller from curing the defects.
If the buyer accepts defective goods, it automatically prevents the seller from curing the defects.
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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.
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.
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The buyer can revoke their acceptance of goods if the buyer discovers defects within a reasonable time.
The buyer can revoke their acceptance of goods if the buyer discovers defects within a reasonable time.
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Risk of loss for a contract always remains with the seller if the buyer revokes their acceptance.
Risk of loss for a contract always remains with the seller if the buyer revokes their acceptance.
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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.
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.
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Goods are insurable only after the buyer has accepted them.
Goods are insurable only after the buyer has accepted them.
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Collateralization refers to the buyer's right to retain title to the goods until payment in full.
Collateralization refers to the buyer's right to retain title to the goods until payment in full.
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Collateralization effectively transfers ownership of the goods to the buyer until the buyer makes full payment.
Collateralization effectively transfers ownership of the goods to the buyer until the buyer makes full payment.
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If the buyer defaults on their payment, the seller has the right to repossess the collateralized goods.
If the buyer defaults on their payment, the seller has the right to repossess the collateralized goods.
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Study Notes
Chapter 12-18 B-Law
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Discharge by Performance: Parties fulfill contractual obligations.
- Proper Tender: Offer to perform prior to contract. Reasonable time is expected unless specified otherwise.
- Proper Time: Reasonable time for performance unless explicitly stated as "of the essence."
- Satisfaction: Performance to a reasonable standard unless specified to a particular individual.
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Conditional Performance: Party's obligation depends on a condition.
- Performance only required if condition occurs or doesn't occur before the obligation is due.
- Obligation discharged when condition isn't met.
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Discharge by Substantial Performance:
- Not all acts are complete but level of incomplete work isn't substantial.
- "Materiality": Lack of completion enough to change reasonable person's mind about the agreement. One party demands the other party to perform to the extent they've already performed.
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Discharge by Operation of Law: Legal actions discharge the contract.
- Bankruptcy: Liquidation or restructure can discharge obligations. Specified periods of time for obligations to be fulfilled.
- Statute of limitations: Specified time limit for legal action. Debts outside these can be revived.
- Unilateral alteration: Contract alteration by one party results in the other party being discharged and the original contract to be fulfilled.
- Supervening illegality: Law changing and making the contract illegal means the contract is void (ab initio).
- Discharge by Natural Agreement: Mutual agreement between parties to end the contract.
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Discharge by Impossibility ("Commercial Impracticability"): Unforeseeable event makes performance impossible or extremely difficult.
- Includes natural disasters, illegality, death, or incapacity.
- Excludes normal market fluctuations.
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Breaching a Contract: Failure to substantially perform contractual duties.
- Includes anticipatory repudiation and refusal to perform.
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Breach Remedy (Compensatory damages): Put a party in the position they'd be in had the contract been fulfilled. Cannot be speculative.
- Measured based on expectation, reliance, and consequential damages (foreseeable losses, unavoidable and reasonable).
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Breach Remedy (Equitable Remedies): Court orders to prevent or correct breach
- Rescission (canceling the contract); specific performance (forcing the breaching party to perform); injunction (preventing further breach).
- Intended vs. Incidental Beneficiaries: Intended beneficiaries have rights under a contract. Incidental beneficiaries don't.
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Assignments of Rights: Rights in a contract transferred to another party.
- Generally allowed, unless prohibited by contract or law or the contract substantially changes the promisor's duties.
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Delegation of Obligations: Transferring contractual duties to another party.
- Generally allowed, except for duties requiring personal judgment, skill, or special trust.
- Law Governing Sale of Goods: Uniform Commercial Code (UCC) trumps common law (involving sales of goods).
- What is a Sale? Transfer of title for consideration.
- What is a Good? Tangible movable property.
- Sales of Goods and Statute of Frauds: Statute of frauds applies to goods over $500. Certain exceptions to the requirement for a contract in writing. Goods received and accepted or substantial start of performance count.
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Transfer Thresholds: Conditions for transferring ownership.
- Need existing goods with clear specifications and whether goods are replaceable or specific.
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Passage of Risk: Time when risk transfers from seller to buyer.
- Shipment and destination contracts vary. Specific circumstances apply when goods are defective or are covered through sale or return.
- Contract terms (F.O.B., F.A.S.) determine when risk is transferred
- Insurability: Goods insurable as soon as identified. Buyer can insure. Goods can also serve as collateral for a loan.
- Collateralization: Seller retains title as security measure.
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Description
This quiz covers important concepts from Chapters 12 to 18 of Business Law. Topics include Discharge by Performance, Conditional Performance, and Discharge by Substantial Performance. Dive into the nuances of contractual obligations and their implications in law.
