Contracts Flashcards

Under Pennsylvania's adoption of UCC Article 2, a merchant's firm offer to buy or sell goods is irrevocable for up to how long without consideration?

Answer: 3 months

Under 13 Pa. C.S. § 2205, a written, signed firm offer by a merchant is irrevocable for the time stated or, if no time is stated, for a reasonable time not to exceed three months.

Pennsylvania courts measure damages for breach of a service contract primarily by:

Answer: The cost of completion or the diminution in market value, whichever is less

Pennsylvania follows the general rule that damages for breach of a construction or service contract are the lesser of the cost of completion or the diminution in market value, preventing economic waste.

Under Pennsylvania law, which doctrine allows a court to supply a missing contract term when the parties intended to be bound but overlooked a gap?

Answer: Gap-filling under the UCC or common law implication

Pennsylvania courts fill gaps in contracts either through UCC gap-filler provisions for goods or through common law implication of reasonable terms when the parties clearly intended a binding agreement.

Under Pennsylvania law, an anticipatory repudiation occurs when a party:

Answer: Clearly and unequivocally indicates before the performance date that it will not perform

Anticipatory repudiation requires a clear and unequivocal statement or conduct by one party before performance is due indicating that it will not perform its obligations.

Pennsylvania's economic loss doctrine generally bars tort claims for:

Answer: Pure economic losses in the absence of physical injury or property damage

Pennsylvania's economic loss doctrine holds that a plaintiff cannot recover in tort for purely economic losses unaccompanied by physical injury or property damage when the losses are the subject of a contract.

Under Pennsylvania law, the doctrine of impossibility of performance excuses a party's contractual obligation when:

Answer: An unforeseen event makes performance objectively impossible

Pennsylvania recognizes impossibility of performance as an excuse when an unforeseen event makes performance objectively impossible — not merely more difficult or expensive — and the risk was not assumed by the party seeking excuse.