Certified Professional Contract Manager: Contract Law and Legal Frameworks Flashcards

Under the UCC Article 2, a merchant's firm offer is irrevocable for up to how long without consideration?

Answer: 3 months

UCC §2-205 makes a merchant's signed, written firm offer irrevocable for the stated period or a reasonable time, but no longer than three months.

Which doctrine allows a court to refuse enforcement of an unconscionable contract clause even if both parties agreed to it?

Answer: Unconscionability

Unconscionability under UCC §2-302 and common law allows courts to refuse enforcement of terms that are oppressively one-sided or shock the conscience.

In contract law, what is the 'mailbox rule'?

Answer: Acceptance is effective when dispatched by the offeree

The mailbox rule (deposited acceptance rule) holds that acceptance is effective at the moment it is properly dispatched, not when received.

A contractor claims additional compensation citing a cardinal change to the contract scope. What distinguishes a cardinal change from an ordinary change order?

Answer: A cardinal change alters the work so drastically it falls outside the original contract scope

A cardinal change so fundamentally alters the contract that it constitutes a breach, entitling the contractor to rescission or breach damages rather than just equitable adjustment.

Which legal theory allows recovery for unjust enrichment when no valid contract exists?

Answer: Quantum meruit

Quantum meruit ('as much as deserved') is a quasi-contractual remedy allowing recovery of the reasonable value of services rendered to prevent unjust enrichment.

What is the legal effect of a 'no damages for delay' clause in a government contract?

Answer: It limits the contractor's remedy for owner-caused delay to time extensions only

No-damages-for-delay clauses restrict a contractor's remedy for owner-caused delays to time extensions, precluding monetary compensation, though exceptions exist for active interference or bad faith.

Under the Restatement (Second) of Contracts, a misrepresentation makes a contract voidable when it is:

Answer: Fraudulent or material, and the recipient justifiably relied on it

Per Restatement §164, a misrepresentation voids a contract when it is either fraudulent or material AND the recipient justifiably relied on it in entering the contract.