Lawyer Contract Law 2 — Questions and Answers
Question 1: What is 'anticipatory repudiation' in contract law?
- One party clearly indicates before performance is due that it will not perform (Correct answer)
- A party refusing to sign the final contract after negotiations conclude
- A court declaring a contract void before either party performs
- A condition precedent that prevents a contract from taking effect
Correct answer: One party clearly indicates before performance is due that it will not perform
Anticipatory repudiation occurs when a party unequivocally communicates before the performance date that it will not fulfill its contractual obligations.
Question 2: What is the difference between a 'material breach' and a 'minor breach' of contract?
- A material breach allows the non-breaching party to terminate and sue; a minor breach allows only damages while performance continues (Correct answer)
- A material breach involves intentional conduct; a minor breach is accidental
- A material breach is one over $10,000; a minor breach is below that threshold
- A material breach occurs in writing; a minor breach is an oral agreement
Correct answer: A material breach allows the non-breaching party to terminate and sue; a minor breach allows only damages while performance continues
A material breach goes to the heart of the contract and discharges the non-breaching party's remaining obligations; a minor breach excuses only damages but not further performance.
Question 3: Under the UCC, what is the 'battle of the forms' problem and how does UCC § 2-207 address it?
- When buyer and seller use different forms with conflicting terms, § 2-207 allows contracts to form even with varying terms (Correct answer)
- A dispute over which party's signature controls the final price
- Conflicting oral and written contracts between merchants under UCC rules
- A disagreement about which state's law governs an interstate sale
Correct answer: When buyer and seller use different forms with conflicting terms, § 2-207 allows contracts to form even with varying terms
UCC § 2-207 resolves the battle of the forms by allowing a contract to form when parties exchange forms with differing terms, with additional terms treated as proposals between merchants.
Question 4: What is 'impossibility of performance' as a defense to breach of contract?
- Performance has become objectively impossible due to an unforeseen event, excusing the party's obligation (Correct answer)
- A party claims they personally cannot afford to perform
- A contractor is unable to hire enough workers to complete a project
- A party claims the contract terms were too difficult to understand
Correct answer: Performance has become objectively impossible due to an unforeseen event, excusing the party's obligation
The impossibility defense excuses performance when an unforeseen event makes the contractual obligation objectively impossible for anyone to perform, not merely more difficult.
Question 5: What is 'unjust enrichment' and how does it relate to quasi-contract liability?
- When one party retains a benefit at another's expense without a legal basis, courts impose quasi-contractual liability to prevent injustice (Correct answer)
- When a contract is void but one party still profits from the other's labor
- A tort claim available when contract formation fails due to fraud
- An equitable remedy only available in federal courts
Correct answer: When one party retains a benefit at another's expense without a legal basis, courts impose quasi-contractual liability to prevent injustice
Quasi-contract (implied-in-law contract) is a remedy courts impose to prevent unjust enrichment when no contract exists but one party has conferred a measurable benefit on another.
Question 6: What is the 'parol evidence rule' and what does it prohibit?
- Prior or contemporaneous oral agreements may not contradict a fully integrated written contract (Correct answer)
- Testimony about contracts that were never reduced to writing is inadmissible
- Witnesses cannot testify about contract negotiations in any civil trial
- Parties cannot introduce evidence from outside the four corners of a contract in fraud cases
Correct answer: Prior or contemporaneous oral agreements may not contradict a fully integrated written contract
The parol evidence rule bars extrinsic evidence (oral or prior written statements) from being used to contradict, vary, or add to the terms of a fully integrated written agreement.
Lawyer Contract Law 2
What is 'anticipatory repudiation' in contract law?