WY Bar Contracts and Commercial Law 2 — Questions and Answers
Question 1: Under Wyoming contract law, an anticipatory repudiation occurs when:
- A party fails to perform on the due date
- A party clearly and unequivocally declares before performance is due that it will not perform (Correct answer)
- A party requests a modification to the contract
- A party assigns its duties to a third party
Correct answer: A party clearly and unequivocally declares before performance is due that it will not perform
Anticipatory repudiation arises when a party, before performance is due, clearly communicates that it will not perform, entitling the non-breaching party to treat the contract as breached and seek immediate remedies.
Question 2: Under Wyoming's adoption of UCC Article 2, the perfect tender rule means:
- The seller must deliver goods that perfectly match the written description
- The buyer may reject goods if they fail to conform in any respect (Correct answer)
- The seller must provide a written guarantee of quality
- The buyer cannot reject goods once payment is made
Correct answer: The buyer may reject goods if they fail to conform in any respect
UCC § 2-601's perfect tender rule allows the buyer to reject the whole, accept the whole, or accept any commercial unit and reject the rest if the goods fail to conform in any respect.
Question 3: Under Wyoming law, which contract doctrine excuses a party's performance when an unforeseen event makes performance commercially impracticable?
- Frustration of purpose
- Impossibility/Impracticability (Correct answer)
- Mutual rescission
- Force majeure clause
Correct answer: Impossibility/Impracticability
The doctrine of commercial impracticability under UCC § 2-615 and common law excuses performance when an unforeseen supervening event makes performance commercially impracticable through no fault of the party.
Question 4: Under Wyoming contract law, an exculpatory clause releasing a party from liability for its own negligence is:
- Always void as against public policy
- Generally enforceable if clear, unambiguous, and not involving a public duty (Correct answer)
- Only valid between merchants
- Only enforceable if written by an attorney
Correct answer: Generally enforceable if clear, unambiguous, and not involving a public duty
Wyoming courts enforce exculpatory clauses when they are clear and unambiguous, entered knowingly, and do not involve a public duty or public policy violation.
Question 5: Under Wyoming law, the parol evidence rule prohibits introduction of prior or contemporaneous oral agreements that:
- Were never reduced to writing
- Contradict or vary the terms of a fully integrated written contract (Correct answer)
- Relate to the subject matter of the contract
- Were made more than one year before the contract
Correct answer: Contradict or vary the terms of a fully integrated written contract
The parol evidence rule bars extrinsic evidence offered to contradict or vary the clear terms of a fully integrated written agreement, though it allows evidence of ambiguity or collateral matters.
Question 6: Under Wyoming UCC Article 9 (secured transactions), a security interest is perfected when:
- The security agreement is signed
- Attachment occurs and a financing statement is properly filed (Correct answer)
- The debtor pays the first installment
- The creditor takes possession of collateral only
Correct answer: Attachment occurs and a financing statement is properly filed
Under UCC Article 9 as adopted in Wyoming, perfection generally requires both attachment (the security interest coming into existence) and filing a financing statement with the Secretary of State.
WY Bar Contracts and Commercial Law 2
Under Wyoming contract law, an anticipatory repudiation occurs when: