NY Bar Contracts and UCC 1 — Questions and Answers
Question 1: Under common law, an offer is effectively revoked when:
- The offeror sends a revocation that is received before acceptance
- The offeror mails a revocation letter
- The offeree learns of the revocation through any reliable source (Correct answer)
- The offeror changes their mind, even without communicating it
Correct answer: The offeree learns of the revocation through any reliable source
Under common law, revocation is effective when the offeree receives it or learns of the revocation through a reliable source, such as hearing the offeror sold the item to someone else.
Question 2: Article 2 of the UCC applies to contracts for:
- Services only
- The sale of goods (Correct answer)
- Real property transactions
- All commercial transactions
Correct answer: The sale of goods
UCC Article 2 governs contracts for the sale of goods, defined as movable tangible personal property, and does not apply to service contracts or real estate.
Question 3: Under the UCC's battle of the forms provision (§2-207), a definite and seasonable acceptance that adds new terms creates a contract, and the new terms:
- Always become part of the contract
- Become part of the contract unless the offer expressly limits acceptance to its terms (Correct answer)
- Never become part of the contract between merchants
- Replace the offeror's terms automatically
Correct answer: Become part of the contract unless the offer expressly limits acceptance to its terms
Under UCC §2-207, additional terms in an acceptance become part of the contract between merchants unless the offer expressly limits acceptance to its own terms, the terms materially alter the offer, or the offeror objects within a reasonable time.
Question 4: The doctrine of promissory estoppel allows enforcement of a promise without consideration when:
- The promisor is a merchant under the UCC
- The promisee reasonably relied on the promise to their detriment (Correct answer)
- The promise is in writing and signed
- The promise is supported by past consideration
Correct answer: The promisee reasonably relied on the promise to their detriment
Promissory estoppel requires a clear promise, reasonable and foreseeable reliance, actual reliance causing detriment, and enforcement necessary to avoid injustice.
Question 5: Under common law, a modification of an existing contract requires:
- New consideration (Correct answer)
- A writing signed by both parties
- Notice to third-party beneficiaries
- Approval by a court
Correct answer: New consideration
Common law requires new consideration to support a contract modification, unlike the UCC which allows modifications without new consideration if made in good faith.
Question 6: The parol evidence rule bars admission of prior or contemporaneous oral agreements that:
- Explain ambiguous terms in a written contract
- Add terms to a fully integrated written contract (Correct answer)
- Show that a condition precedent was not met
- Demonstrate fraud or misrepresentation in contract formation
Correct answer: Add terms to a fully integrated written contract
The parol evidence rule bars extrinsic evidence that would add to or contradict the terms of a fully integrated written contract, though exceptions exist for explaining ambiguity or showing fraud.
NY Bar Contracts and UCC 1
Under common law, an offer is effectively revoked when: