Contracts and UCC Flashcards

Under common law, an offer is effectively revoked when:

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.

Article 2 of the UCC applies to contracts for:

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.

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:

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.

The doctrine of promissory estoppel allows enforcement of a promise without consideration when:

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.

Under common law, a modification of an existing contract requires:

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.

The parol evidence rule bars admission of prior or contemporaneous oral agreements that:

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.