Contracts Flashcards

Which doctrine allows a court to fill in missing contract terms based on what the parties would have agreed to?

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.

The parol evidence rule generally bars introduction of prior or contemporaneous oral agreements that:

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.

A contract is void for mutual mistake when:

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.

Under Massachusetts law, what was the primary change made by the 2018 Non-Compete Agreement Act?

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.

Which of the following is the correct measure of expectation damages for breach of contract?

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.

An anticipatory repudiation occurs when a contracting party:

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.