Contract Law Principles Flashcards
7 cards from real NYLE practice questions. Tap to flip, then mark Knew It or Still Learning — missed cards come back until you master them.
Read the first 7 Contract Law Principles flashcards as text
Under UCC Article 2, the 'battle of the forms' provision (§2-207) provides that a definite and seasonable expression of acceptance operates as acceptance even if it states additional or different terms, UNLESS:
Answer: Acceptance is expressly conditioned on assent to the new terms
Under UCC §2-207(1), acceptance is effective unless it is expressly made conditional on the offeror's assent to the different or additional terms.
A third-party beneficiary who has not yet relied on or assented to a contract generally:
Answer: Has rights that may be rescinded by the original contracting parties
Until a third-party beneficiary's rights vest (through reliance, assent, or filing suit), the original parties may modify or rescind the contract.
Which of the following is true about an assignment of contractual rights in New York?
Answer: An assignee generally takes the rights subject to defenses the obligor had against the assignor
An assignee stands in the assignor's shoes; the obligor retains all defenses (e.g., breach, fraud, failure of consideration) it had against the original assignor.
Specific performance as a remedy for breach of contract is generally available when:
Answer: The subject matter is unique and money damages are inadequate
Specific performance is an equitable remedy granted when the subject matter is unique (e.g., land, rare goods) so that monetary damages cannot fully compensate the plaintiff.
Under New York law, the doctrine of impossibility of performance excuses a party's duty when:
Answer: The specific subject matter essential to performance is destroyed without the party's fault
Impossibility requires that the specific subject matter necessary for performance be destroyed or become unavailable through no fault of the obligor.
A material breach by one party to a contract generally:
Answer: Entitles the non-breaching party to suspend performance and sue for total breach
A material breach discharges the non-breaching party from further performance obligations and gives them the right to treat the contract as totally breached and sue for all damages.
Under the doctrine of frustration of purpose, a contract may be discharged when:
Answer: The principal purpose of the contract is substantially frustrated by an unforeseen event
Frustration of purpose (Restatement §265) excuses performance when an unforeseen event substantially destroys the value of the contract to the non-breaching party.