NY Contract Law Principles Flashcards

Under New York law, what is required for a valid contract modification?

Answer: A signed writing, if the original contract is within the statute of frauds or contains a clause barring oral modification

Under GOL § 15-301(1), a written agreement containing a clause that it cannot be changed orally cannot be changed by an executory oral agreement, and under GOL § 5-701 a contract required to be in writing generally cannot be modified orally. Under GOL § 5-1103 a signed written modification needs no new consideration.

Under New York's Statute of Frauds (GOL § 5-701), which of the following contracts MUST be in writing to be enforceable?

Answer: A contract that by its terms cannot be performed within one year from its making

GOL § 5-701(a)(1) requires a writing for agreements that by their terms cannot be performed within one year from the date of making.

Under New York law, which remedy is generally NOT available for breach of contract?

Answer: Punitive damages

Punitive damages are generally not available in breach of contract actions under New York law unless the breach also constitutes an independent tort.

Under New York law, what is the parol evidence rule?

Answer: Extrinsic evidence may not be used to contradict or vary the terms of a fully integrated written agreement

The parol evidence rule in New York bars extrinsic evidence that would contradict, vary, or add to the terms of a fully integrated written contract.

Under GOL § 5-1103, New York eliminated the requirement of consideration for which type of agreement?

Answer: Written modifications and discharges of existing contracts

GOL § 5-1103 provides that a written agreement that modifies or discharges an existing obligation is not invalid for lack of consideration.

Under New York law, what is the standard for determining whether a contract term is unconscionable?

Answer: Both procedural unconscionability (unfair bargaining process) and substantive unconscionability (unreasonably one-sided terms) must be present

New York courts require a showing of both procedural unconscionability (absence of meaningful choice) and substantive unconscionability (unreasonably favorable terms) to void a contract provision.

Under New York law, what is the 'perfect tender rule' as applied under UCC Article 2?

Answer: A buyer may reject goods if they fail in any respect to conform to the contract

Under UCC § 2-601, a buyer may reject goods that fail in any respect to conform to the contract, known as the perfect tender rule.

In New York, what is the effect of a liquidated damages clause in a contract?

Answer: It is enforceable if the amount is a reasonable estimate of anticipated damages and actual damages would be difficult to determine

New York enforces liquidated damages clauses when the amount is a reasonable forecast of probable damages and actual damages would be difficult to ascertain.

Under New York law, what duty does a party have after the other party breaches the contract?

Answer: A duty to take reasonable steps to mitigate damages

The non-breaching party has a duty to mitigate damages by taking reasonable steps to minimize the loss caused by the breach.

Under New York law, which of the following constitutes an anticipatory repudiation of a contract?

Answer: A clear and unequivocal statement by one party before performance is due that they will not perform

Anticipatory repudiation requires a clear, unequivocal, and unconditional refusal to perform before the time performance is due.

Under GOL § 5-703, New York's statute of frauds for real property requires a writing for which of the following?

Answer: A contract for the sale of real property or an interest therein

GOL § 5-703 requires that a contract for the sale of real property or any interest therein be in writing and signed by the party to be charged.

Under New York law, what is the implied covenant of good faith and fair dealing?

Answer: An implied promise in every contract that neither party will do anything to destroy or injure the other party's right to receive the benefits of the contract

New York recognizes an implied covenant of good faith and fair dealing in every contract, meaning neither party may act to destroy the other's right to receive the contract's fruits.