Contract Law Quiz: Zehmer Case & U.C.C. Article 2

A statement or action that shows a willingness to be bound by specific terms if the other party agrees.

An advertisement is generally not an offer but an invitation to negotiate or an invitation to make an offer.

A manifestation of willingness to enter into an agreement is not an offer if the person to whom it is addressed knows or has reason to know that the person making it does not intend to conclude the agreement until he has made a further manifestation of assent.

The offeree's refusal of the offer. Once an offer is rejected, it cannot be accepted later.

When a reasonable person, based on the outward actions and circumstances, would believe that an offer has been made and accepted.

An offer is destroyed when it is rejected. Once an offer is dead, it is dead.

Any expression of willingness to enter into a contract, even without words, is considered an agreement.

The law looks at the objective actions and circumstances to determine if an offer has been made, regardless of the parties' subjective intentions.

A situation where parties enter into an agreement but have different understandings of a key term, resulting in no binding contract. Each party believes they are agreeing to something different.

A legal principle that defines whether a contract exists when parties misunderstand each other's intentions. It focuses on the subjective understanding of each party.

A legal principle that states there is no contract if parties attach materially different meanings to their agreement, and neither party knows or has reason to know the other's meaning.

A legal principle that states there is no contract if parties attach materially different meanings to their agreement, and both parties know or have reason to know the other's meaning.

A legal principle that states a contract exists, but the meaning of the term is determined by the party who was unaware of the other's different interpretation, provided certain conditions are met.

A legal principle that states a contract exists, but the meaning of the term is determined by the party who was unaware of the other's different interpretation, provided that party had no reason to know the other's interpretation, and the other party had reason to know the first party's interpretation.

A legal principle that states a contract's terms must be sufficiently clear and definite to determine if a breach occurred and to provide an appropriate remedy.

A case illustrating the concept of indefiniteness in contracts. The agreement to pay a

A contract will be considered unenforceable for lack of certainty unless the party complaining about the contract was benefited by the party breaching the contract. Courts have become more lenient in reviewing unclear terms, especially in modern cases.

Contracts involving a series of ongoing performances over time, where circumstances and needs can change. Adjustments can be made throughout the contract duration, as it is impossible to foresee all future changes.

Agreements that set forth general standards to guide the relationship between parties. These agreements serve as a foundation for the relationship, with details often filled in over time.

Even if a contract leaves certain terms unclear, it may still be enforceable if the court concludes that the parties intended to make the contract and there's a reasonable way to decide a remedy. This is a default rule, applied when the parties haven't specifically agreed on a term.

A default rule under the UCC where a contract can be enforced even if no specific quantity is stated, as long as the parties agree without using actual numbers. For example, using the term "all" would be sufficient.

Parties can agree to leave key terms open or unclear for future determination. However, if the parties can't agree on the specific terms, this "agreement to agree" is usually unenforceable.

A contract for a sale of goods can be valid even without an explicit price, as long as price was left open and there was no agreement. This is usually done when the price is reasonable.

A common law concept where a contract is unenforceable if major terms, like price, are not clearly specified. Even if there is an option to renew a lease, without a clear rent price, the owner is not obligated to re-rent.

Parties agree upfront on a specific amount to be paid if one party breaks the contract.

A penalty is not allowed. The liquidated damages amount must be a reasonable estimate of the potential losses.

This legal principle looks at whether a liquidated damages amount is reasonable considering the potential losses and the difficulty of proving those losses.

An unreasonably large liquidated damages amount is unenforceable because it acts as a penalty rather than fair compensation.

The Uniform Commercial Code (UCC) also addresses liquidated damages, emphasizing the need for reasonableness and allowing for limitations on damages.

A contract or clause that is so unfair or oppressive that a court will refuse to enforce it.

A situation where one party is taken advantage of because they lack bargaining power, understanding, or access to information.

A situation where the terms of a contract are so outrageously unfair that they shock the conscience of the court.

A clause in a contract that requires disputes to be settled through arbitration instead of court.

A contract that is formed based on a mistaken belief about a crucial aspect of the deal.

A mistake made by both parties to a contract, leading to a disagreement about a crucial aspect of the deal.

A situation where one party is held responsible for a mistake even though both parties were wrong. This can occur when one party should have known about the mistake.

A legal principle that allows a court to void a contract if it is against public interest. This can include situations where a contract is unconscionable or harmful to society.

When a seller breaches a contract by failing to deliver goods, the buyer can sue for damages equal to the difference between the market price at the time of breach and the contract price, plus incidental and consequential damages, minus any saved expenses.

The market price is determined based on the location where the goods were supposed to be delivered or, if the goods were rejected after arrival, the location where they arrived.

If goods have a defect or don't meet the warranty, the buyer's damages are the difference between the actual value and the value the goods would have had if they were as warranted.

A seller can hold back delivery, stop delivery by a third party, treat the goods as not part of the contract, resell the goods and seek damages, demand the price, cancel the contract, or a combination of these remedies.

If a buyer breaches a contract, the seller can resell the goods in good faith and commercially reasonable manner. Damages are calculated as the difference between the contract price and the resale price, plus incidental damages, minus expenses saved due to the buyer's breach.

The seller can hold back delivery, stop delivery by a third party, treat the goods as not part of the contract, resell the goods and seek damages, demand the price, cancel the contract, or a combination of these remedies.

The seller can hold back delivery, stop delivery by a third party, treat the goods as not part of the contract, resell the goods and seek damages, demand the price, cancel the contract, or a combination of these remedies.

The seller can hold back delivery, stop delivery by a third party, treat the goods as not part of the contract, resell the goods and seek damages, demand the price, cancel the contract, or a combination of these remedies.