Contracts and Commercial Law Flashcards

Under the mirror image rule applicable to common law contracts, an acceptance that changes any term of the offer is treated as what?

Answer: A counteroffer and rejection

Common law's mirror image rule deems any variance in the acceptance a counteroffer that rejects the original offer.

Under UCC 2-207, the battle of the forms rule provides that additional terms in an acceptance between merchants become part of the contract unless what occurs?

Answer: The offer expressly limits acceptance to its terms, the terms materially alter the contract, or the offeror objects

UCC 2-207 allows contracts to form despite differing forms, but additional terms are excluded if the offer limits acceptance, terms materially alter it, or the offeror objects.

The measure of expectation damages in a breach of contract case is designed to put the non-breaching party in which position?

Answer: The position it would have been in had the contract been performed

Expectation damages give the non-breaching party the benefit of its bargain by placing it where full performance would have left it.

Restitution damages in contract law are awarded to prevent what?

Answer: Unjust enrichment of the breaching party

Restitution aims to disgorge any benefit conferred on the breaching party to prevent its unjust enrichment.

Under the doctrine of impossibility, a contract is discharged when performance becomes impossible due to which type of event?

Answer: Unforeseen supervening events that make performance objectively impossible

Impossibility excuses performance when an unforeseen supervening event renders the agreed-upon performance objectively impossible.

A third-party beneficiary who has an enforceable right under a contract is classified as which type of beneficiary?

Answer: Intended beneficiary

Only intended beneficiaries — those whom the contracting parties specifically meant to benefit — can enforce the contract.