MA Bar Contracts 2 — Questions and Answers
Question 1: Which doctrine allows a court to fill in missing contract terms based on what the parties would have agreed to?
- Parol evidence rule
- Gap-filling by implication (Correct answer)
- Unconscionability doctrine
- Accord and satisfaction
Correct answer: Gap-filling by implication
Courts use gap-filling by implication—often drawing on trade usage, course of dealing, or UCC default rules—to supply missing terms the parties failed to address.
Question 2: The parol evidence rule generally bars introduction of prior or contemporaneous oral agreements that:
- Explain ambiguous written terms
- Contradict or vary the terms of a fully integrated written contract (Correct answer)
- Show fraud in the inducement
- Establish a condition precedent
Correct answer: Contradict or vary the terms of a fully integrated written contract
The parol evidence rule excludes extrinsic evidence of prior or contemporaneous agreements that would contradict or vary the terms of a fully integrated written contract.
Question 3: A contract is void for mutual mistake when:
- Only the plaintiff was mistaken about a material fact
- Both parties were mistaken about a basic assumption that materially affects the bargain (Correct answer)
- The seller failed to disclose a known defect
- The contract terms are ambiguous
Correct answer: Both parties were mistaken about a basic assumption that materially affects the bargain
Mutual mistake voids a contract when both parties shared a mistaken assumption about a basic fact existing at contract formation that materially affects the agreed exchange.
Question 4: Under Massachusetts law, what was the primary change made by the 2018 Non-Compete Agreement Act?
- It banned all non-competes in Massachusetts
- It imposed new requirements including a writing requirement, garden leave or other consideration, and limits on duration (Correct answer)
- It eliminated the geographic scope requirement
- It only applies to executives earning over $250,000
Correct answer: It imposed new requirements including a writing requirement, garden leave or other consideration, and limits on duration
The 2018 Massachusetts Non-Compete Agreement Act requires non-competes to be in writing, provide garden leave pay or other mutually agreed consideration, and limits duration to one year.
Question 5: Which of the following is the correct measure of expectation damages for breach of contract?
- Cost of restoring the breaching party's position
- Amount the non-breaching party spent in reliance
- Benefit of the bargain — what the plaintiff would have received had the contract been performed (Correct answer)
- The greater of reliance or restitution
Correct answer: Benefit of the bargain — what the plaintiff would have received had the contract been performed
Expectation damages give the non-breaching party the benefit of the bargain, putting them in the economic position they would have occupied had the contract been fully performed.
Question 6: An anticipatory repudiation occurs when a contracting party:
- Fails to perform on the due date
- Unequivocally announces before the performance date that they will not perform (Correct answer)
- Requests an extension of time to perform
- Delivers defective goods
Correct answer: Unequivocally announces before the performance date that they will not perform
Anticipatory repudiation occurs when a party clearly and unequivocally declares before performance is due that they will not honor the contract, giving the other party an immediate breach claim.
MA Bar Contracts 2
Which doctrine allows a court to fill in missing contract terms based on what the parties would have agreed to?