Contracts and UCC Flashcards

A contract between A and B confers a benefit on C, a third-party beneficiary. C's rights vest when:

Answer: C manifests assent, brings suit, or materially changes position in reliance on the promise

A third-party beneficiary's rights vest when they manifest assent to the promise in a manner invited or requested by the parties, bring suit to enforce it, or materially change position in justifiable reliance on it.

Under New York law, a liquidated damages clause in a contract is enforceable if:

Answer: Actual damages are difficult to estimate and the amount is a reasonable forecast of damages

Liquidated damages clauses are enforceable in New York when actual damages are difficult to estimate and the agreed amount represents a reasonable forecast of actual damages, not a penalty.

Under the UCC, a buyer's right to cover after a seller's breach means the buyer may:

Answer: Purchase substitute goods from another seller and recover the difference in price

Cover under UCC §2-712 allows a buyer who does not receive conforming goods to purchase substitute goods in good faith and recover the difference between the cover price and the contract price.

A contract contains a clause stating that neither party may assign their rights under the contract. Under the UCC, such a clause:

Answer: Bars delegation of duties but permits assignment of the right to receive payment

Under UCC §2-210, a prohibition on assignment does not bar assignment of the right to receive damages for breach or the right to receive payment unless the contract explicitly prohibits assignment of claims.

The doctrine of unconscionability under UCC §2-302 allows a court to refuse to enforce a contract or clause that is:

Answer: Oppressive and shocks the conscience, showing both procedural and substantive unfairness

Unconscionability typically requires both procedural unconscionability (unfair bargaining process, lack of meaningful choice) and substantive unconscionability (unreasonably oppressive terms).

In New York, the statute of frauds requires a writing for which of the following contracts?

Answer: Contracts for the sale of goods over $500

The UCC statute of frauds, adopted in New York, requires a writing for contracts for the sale of goods for the price of $500 or more.