Contracts and Commercial Law Flashcards

A contractor orally agrees to build a custom-designed home for a client for a price of $600,000. The construction is expected to take 18 months to complete. After six months of work, the client disputes the payment terms and attempts to cancel the project. Which legal principle is most likely to make this oral agreement unenforceable?

Answer: The Statute of Frauds

The Statute of Frauds requires certain types of contracts to be in writing to be enforceable. This includes contracts that, by their terms, cannot be performed within one year from the date they are made. Since the construction is expected to take 18 months, this oral agreement falls within the Statute of Frauds and is likely unenforceable without a written contract.

A buyer orders 500 blue widgets from a seller for delivery on June 1st. On the delivery date, the seller delivers 500 red widgets. Under the Uniform Commercial Code (UCC), which rule gives the buyer the right to reject the entire shipment?

Answer: Perfect Tender Rule

The Perfect Tender Rule, found in UCC § 2-601, states that if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may reject the whole lot. Since the widgets were the wrong color, they did not perfectly conform to the contract, giving the buyer the right to reject them. The Substantial Performance rule generally applies to common law service contracts, not the sale of goods under the UCC.

Which of the following is NOT an essential element required for the formation of a legally binding contract?

Answer: A notarized signature

The essential elements for a valid contract are offer, acceptance, consideration, mutual assent (a meeting of the minds), legal capacity of the parties, and a legal purpose. While some specific documents may require notarization for other legal purposes, a notarized signature is not a general requirement for forming a binding contract.

A buyer sends a purchase order to a seller for 1,000 units of a product. The seller responds with an order confirmation that accepts the key terms but includes a new clause disclaiming liability for consequential damages. Both parties are merchants. Under UCC § 2-207, this scenario is commonly referred to as:

Answer: The 'battle of the forms'

This situation, where parties exchange standard business forms (like purchase orders and invoices) with conflicting or additional terms, is known as the 'battle of the forms'. UCC § 2-207 provides rules to determine if a contract is formed and which terms control, departing from the common law 'mirror image' rule.

After signing a fully integrated written contract for the sale of a commercial property, the buyer claims the seller orally promised to include an adjacent parking lot in the sale during negotiations. The written contract makes no mention of the parking lot. Which rule would likely prevent the buyer from introducing evidence of this oral promise in court?

Answer: The Parol Evidence Rule

The parol evidence rule prevents parties to a fully integrated written contract from introducing extrinsic evidence (such as prior or contemporaneous oral agreements) to contradict, vary, or add to the terms of the written contract. Since the contract was a final and complete expression of their agreement, the alleged oral promise would be inadmissible.

Article 2 of the Uniform Commercial Code (UCC) applies to which of the following transactions?

Answer: The sale of a fleet of delivery vehicles

UCC Article 2 governs transactions in 'goods,' which are defined as all things that are movable at the time of identification to the contract for sale. Delivery vehicles are movable goods. Real estate leases, employment services, and investment securities (like stocks) are not covered by Article 2.