Contracts and Commercial Law Flashcards

Which common law doctrine discharges a party's contractual obligation when an unforeseen event makes performance objectively impossible?

Answer: Impossibility

The doctrine of impossibility discharges a party when an unforeseen event—such as destruction of the subject matter or death of an essential person—makes performance objectively impossible.

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

Answer: 90 days

Under UCC § 2-205, a merchant's signed written firm offer is irrevocable for the stated period or, if no period is stated, a reasonable time not exceeding three months (90 days).

Which equitable doctrine prevents enforcement of a contract based on one party's false statement of a material fact?

Answer: Misrepresentation

Fraudulent or material misrepresentation of fact that induces contract formation allows the deceived party to rescind the contract.

A liquidated damages clause is enforceable in Missouri if it represents what?

Answer: A reasonable estimate of anticipated harm

Liquidated damages clauses are enforceable when they represent a reasonable pre-estimate of anticipated damages and actual damages are difficult to calculate.

Under Missouri law, which doctrine may excuse a promisee's failure to fulfill a condition precedent when that party prevented the condition from occurring?

Answer: Prevention doctrine

The prevention doctrine excuses non-occurrence of a condition when the party benefited by that condition wrongfully prevented it from occurring.

Which type of third-party beneficiary has vested rights that cannot be modified without their consent?

Answer: Intended beneficiary

Intended beneficiaries whose rights have vested—upon their reliance, assent, or suit—cannot have those rights modified or extinguished without their consent.