WA Bar Washington Contracts and Commercial Law 2 — Questions and Answers
Question 1: Under Washington law, what is the measure of damages for breach of a contract for the sale of goods under UCC Article 2 when the seller breaches?
- Only the contract price paid
- Cover damages (cost of substitute goods minus contract price) or market price minus contract price (Correct answer)
- Consequential damages exclusively
- No damages — the buyer's remedy is rescission only
Correct answer: Cover damages (cost of substitute goods minus contract price) or market price minus contract price
Under RCW 62A.2-712 and 62A.2-713, a buyer whose seller breaches may recover the cost of cover (substitute goods) minus the contract price, or market price minus contract price if cover is not obtained.
Question 2: Under Washington's UCC, the implied warranty of merchantability applies to which seller?
- All sellers of goods, including casual sellers
- Only sellers who are merchants with respect to goods of that kind (Correct answer)
- Only retailers, not wholesalers
- All sellers unless disclaimed in writing
Correct answer: Only sellers who are merchants with respect to goods of that kind
RCW 62A.2-314 provides the implied warranty of merchantability only when the seller is a 'merchant' — a person who regularly deals in goods of the kind or holds themselves out as having special knowledge of those goods.
Question 3: Under Washington common law, which doctrine allows a court to excuse non-performance when an unforeseeable event makes performance impossible?
- Frustration of purpose
- Impracticability/impossibility of performance (Correct answer)
- Anticipatory repudiation
- Material breach
Correct answer: Impracticability/impossibility of performance
Washington recognizes the impossibility/impracticability doctrine, excusing performance when an unforeseen supervening event destroys the basis of the contract and performance becomes objectively impossible or commercially impracticable.
Question 4: Under Washington's Consumer Protection Act (RCW 19.86), a private plaintiff seeking damages must prove which elements?
- Fraud, intent, and actual damages only
- Unfair or deceptive act in trade/commerce, public interest impact, and injury to plaintiff's business or property (Correct answer)
- Breach of warranty, reliance, and consequential damages
- Misrepresentation, causation, and bodily injury
Correct answer: Unfair or deceptive act in trade/commerce, public interest impact, and injury to plaintiff's business or property
A Washington CPA private claim requires an unfair or deceptive act in trade or commerce, affecting the public interest, that caused injury to the plaintiff's business or property.
Question 5: In Washington, the doctrine of promissory estoppel allows enforcement of a promise without consideration when:
- The promise was made in writing
- The promisor should have reasonably expected the promise to induce action, the promisee detrimentally relied, and injustice can only be avoided by enforcement (Correct answer)
- Both parties are merchants under the UCC
- The promisee paid a nominal consideration
Correct answer: The promisor should have reasonably expected the promise to induce action, the promisee detrimentally relied, and injustice can only be avoided by enforcement
Washington courts apply promissory estoppel under Restatement §90 — a promise is enforceable without consideration when there is foreseeable and actual detrimental reliance and enforcement is necessary to avoid injustice.
Question 6: Washington's non-compete agreements are governed by the Noncompetition Covenant Act (RCW 49.62). Under this act, a noncompetition covenant is void unless the employee earns more than approximately:
- $50,000 per year
- $75,000 per year
- $100,000 per year (adjusted annually for inflation) (Correct answer)
- There is no income threshold
Correct answer: $100,000 per year (adjusted annually for inflation)
Under RCW 49.62.020, Washington noncompetition covenants are void and unenforceable unless the employee's annual earnings exceed the statutory threshold (~$100,000, indexed to inflation).
WA Bar Washington Contracts and Commercial Law 2
Under Washington law, what is the measure of damages for breach of a contract for the sale of goods under UCC Article 2 when the seller breaches?