Contract Disputes & Commercial Litigation Flashcards

Under the Uniform Commercial Code Article 2, the 'battle of the forms' under Section 2-207 addresses situations where:

Answer: Acceptance contains different or additional terms from the offer in a commercial transaction

UCC 2-207 resolves the common commercial reality where purchase orders and acknowledgments contain different terms, establishing rules for which terms become part of the contract.

The parol evidence rule generally prevents a party from introducing extrinsic evidence to:

Answer: Contradict or vary the terms of a fully integrated written contract

The parol evidence rule bars extrinsic evidence that contradicts the final written agreement, but permits evidence explaining ambiguity, proving fraud, or establishing conditions precedent.

Under common law, the doctrine of 'anticipatory repudiation' allows the non-breaching party to treat the contract as breached and seek immediate damages when:

Answer: The other party unequivocally communicates that it will not perform before performance is due

Anticipatory repudiation requires a clear, unequivocal refusal to perform before the performance date, allowing the non-breaching party to treat the contract as immediately breached.

In commercial litigation, 'consequential damages' for breach of contract are recoverable only if they were:

Answer: Within the reasonable contemplation of both parties at the time of contracting

The Hadley v. Baxendale foreseeability rule limits consequential damages to those that were within the contemplation of both parties when the contract was formed.

A liquidated damages clause in a commercial contract is enforceable only if:

Answer: The stipulated amount was a reasonable estimate of anticipated harm at the time of contracting and actual damages are difficult to prove

Courts enforce liquidated damages clauses when the amount reflects a genuine pre-estimate of harm and damages would otherwise be hard to determine; penalties designed to coerce performance are unenforceable.

The Uniform Commercial Code's 'perfect tender rule' under Section 2-601 allows a buyer to reject goods that:

Answer: Fail in any respect to conform to the contract

UCC 2-601 gives buyers the right to reject if goods or tender fail in any respect to conform to the contract, a stricter standard than the common law substantial performance rule.