CAS Bar Contracts and Commercial Law Flashcards

Under the UCC, when a merchant seller fails to specify a delivery term, the default rule is that delivery occurs:

Answer: At the seller's place of business

Under UCC § 2-308, absent a contrary agreement, the place for delivery is the seller's place of business or residence.

A contract modification under common law requires:

Answer: Consideration for the modification to be enforceable

Under common law, a contract modification requires new consideration, unlike UCC contracts which only require good faith.

Which doctrine allows a party to recover in quasi-contract when no valid contract exists but one party has been unjustly enriched?

Answer: Quantum meruit

Quantum meruit is the quasi-contractual remedy allowing recovery for the reasonable value of services rendered when no enforceable contract exists but one party would be unjustly enriched.

Under UCC Article 2, a 'firm offer' made by a merchant is irrevocable for up to:

Answer: 90 days

Under UCC § 2-205, a merchant's firm offer is irrevocable for the stated time, or if no time is stated, for a reasonable time not exceeding three months (90 days).

When a buyer rightfully rejects non-conforming goods, which remedy is NOT available to the buyer?

Answer: Obtain specific performance

Specific performance is an equitable remedy generally available only when goods are unique or circumstances make other remedies inadequate; rightful rejection does not automatically entitle a buyer to specific performance.

The parol evidence rule bars extrinsic evidence to vary a written contract but does NOT bar evidence introduced to show:

Answer: A course of dealing that supplements the agreement

Course of dealing, course of performance, and trade usage may be used to explain or supplement a written contract, even a fully integrated one, as long as they do not contradict express terms.

Under the perfect tender rule applicable to UCC contracts, a seller's right to cure a defective shipment exists when:

Answer: The time for performance has not yet expired or the seller had reasonable grounds to believe the tender was acceptable

UCC § 2-508 allows a seller to cure a defective tender if the time for performance has not expired, or if the seller had reasonable grounds to believe the nonconforming tender was acceptable.