VA Bar Contracts and Sales 2 — Questions and Answers
Question 1: Under UCC §2-207, when both parties are merchants and the acceptance contains additional terms, those terms:
- Are automatically rejected and the original offer controls
- Become part of the contract unless they materially alter it, the offer limits acceptance, or the offeror timely objects (Correct answer)
- Become part of the contract only if the offeror expressly agrees in writing
- Cause the contract to fail for lack of mutual assent
Correct answer: Become part of the contract unless they materially alter it, the offer limits acceptance, or the offeror timely objects
Under UCC §2-207(2), between merchants, additional terms in an acceptance become part of the contract unless they materially alter the offer, the offer expressly limits acceptance, or the offeror objects within a reasonable time.
Question 2: Under the doctrine of promissory estoppel, a promise is enforceable without consideration when:
- The promisor made the promise in a signed writing
- The promisee gave nominal consideration in exchange
- The promisee reasonably and foreseeably relied on the promise to their detriment (Correct answer)
- The promise was made in a commercial, arm's-length transaction
Correct answer: The promisee reasonably and foreseeably relied on the promise to their detriment
Promissory estoppel requires a clear promise, reasonable and foreseeable reliance by the promisee, and detrimental reliance that results in injustice if the promise is not enforced.
Question 3: A promise to deliver goods 'if I feel like it' is unenforceable because it is:
- A condition subsequent that has not yet occurred
- An illusory promise lacking as consideration (Correct answer)
- An enforceable promise supported by a seal under Virginia law
- A valid agreement lacking only a price term
Correct answer: An illusory promise lacking as consideration
An illusory promise is unenforceable because the promisor retains complete discretion whether to perform, making the commitment meaningless as consideration.
Question 4: The pre-existing duty rule provides that promising to perform an existing legal obligation:
- Is valid consideration if acknowledged in a signed writing
- Is not valid consideration for a new or modified promise (Correct answer)
- Is sufficient consideration when the duty is imposed by statute rather than contract
- Constitutes consideration only if the performance exceeds the original duty
Correct answer: Is not valid consideration for a new or modified promise
Under the pre-existing duty rule, promising to do something you are already legally obligated to do provides no new consideration for a modification or new promise.
Question 5: Which of the following contracts is REQUIRED to be in writing under the Statute of Frauds?
- An oral contract to perform lawn care services for $1,000
- An oral contract to lease an apartment on a month-to-month basis
- An oral contract for the sale of land (Correct answer)
- An oral contract for services to be completed in six months
Correct answer: An oral contract for the sale of land
Contracts for the transfer of any interest in real property must be in writing to be enforceable under the Statute of Frauds.
Question 6: Under the objective theory of contract formation, mutual assent is determined by:
- The subjective, unexpressed intent of each party
- What a reasonable person in the position of the other party would understand the words and conduct to mean (Correct answer)
- The mental state of the offeror at the moment the offer was made
- What both parties privately believed the contract to say
Correct answer: What a reasonable person in the position of the other party would understand the words and conduct to mean
Contract law applies an objective standard: courts examine what a reasonable person would have understood, not the parties' private subjective intentions.
Question 7: An offeror who promises to hold an offer open for 30 days but receives no consideration for that promise:
- Is bound for the 30-day period under both common law and the UCC
- May revoke the offer at any time before acceptance under common law (Correct answer)
- Cannot revoke once the offeree has read the offer
- Is bound for a reasonable time but not the full 30 days
Correct answer: May revoke the offer at any time before acceptance under common law
Under common law, a promise to keep an offer open without consideration is unenforceable, and the offeror may revoke at any time before acceptance; an option contract requires consideration to be binding.
VA Bar Contracts and Sales 2
Under UCC §2-207, when both parties are merchants and the acceptance contains additional terms, those terms: