Contracts Flashcards

Which doctrine allows a court to refuse enforcement of an unconscionable contract or clause?

Answer: Unconscionability under UCC § 2-302 and common law

Unconscionability, codified in UCC § 2-302 and recognized at common law, permits courts to refuse to enforce contracts or clauses that are oppressively one-sided or that resulted from unfair bargaining.

An offer is terminated by operation of law upon:

Answer: The death or incapacity of the offeror

An offer terminates automatically upon the death or legal incapacity of either party, lapse of time, destruction of subject matter, or supervening illegality.

Under the UCC battle of the forms (§ 2-207), additional terms in an acceptance between merchants become part of the contract unless:

Answer: The offer expressly limits acceptance to its terms, the terms materially alter the contract, or the offeror objects

UCC § 2-207(2) excludes additional terms between merchants if the offer limits acceptance to its terms, the additions materially alter the original contract, or the offeror objects within a reasonable time.

Mutual mistake in contract law allows rescission when both parties share an erroneous belief about:

Answer: A basic assumption of fact material to the agreed exchange

Mutual mistake justifies rescission when both parties operate under a shared erroneous belief about a basic fact that materially affects the agreed exchange, provided the risk was not allocated to the mistaken party.

Consequential damages in a contract breach are recoverable only if they were:

Answer: Foreseeable to the breaching party at the time of contracting under Hadley v. Baxendale

Under the Hadley v. Baxendale foreseeability rule, consequential damages are only recoverable if they were within the reasonable contemplation of both parties at the time of contracting.

Specific performance as a contract remedy is available when:

Answer: Money damages are inadequate because the subject matter is unique, such as real estate

Specific performance is an equitable remedy granted when the subject matter is unique (such as real property or rare goods) and money damages cannot adequately compensate the non-breaching party.