Contracts and UCC Flashcards

A seller delivers non-conforming goods to a buyer under a UCC contract. Under the perfect tender rule, the buyer may:

Answer: Reject all the goods, accept all the goods, or accept any commercial unit and reject the rest

The UCC's perfect tender rule gives the buyer the right to reject all goods, accept all goods, or accept any commercial unit and reject the rest when the tender fails to conform to the contract.

Anticipatory repudiation occurs when a party to a contract:

Answer: Unequivocally indicates before the time for performance that they will not perform

Anticipatory repudiation is an unequivocal indication by a party, before the time for performance, that they will not perform their contractual obligations.

Under the doctrine of impossibility of performance, a contract is discharged when performance becomes impossible due to:

Answer: The death or incapacity of a person whose performance is essential to the contract

True impossibility under common law is recognized when a specific person essential to performance dies or becomes incapacitated, a specific thing necessary for performance is destroyed, or performance becomes illegal.

In a contract for the sale of goods, which of the following is an express warranty under the UCC?

Answer: A sample or model that becomes part of the basis of the bargain

Under UCC §2-313, express warranties include affirmations of fact, descriptions, and any sample or model made part of the basis of the bargain, but not mere opinions or puffery.

The implied warranty of merchantability under UCC §2-314 requires that goods be:

Answer: Fit for the ordinary purposes for which such goods are used

The implied warranty of merchantability warrants that goods are fit for the ordinary purposes for which they are used, which is implied in every sale by a merchant who deals in goods of that kind.

Under common law contract doctrine, which of the following is NOT a valid method of contract acceptance?

Answer: Rejecting the offer and then later accepting the same terms

A rejection terminates the power of acceptance; once rejected, the offeree cannot revive the original offer by later purporting to accept it—the original offer is dead.