Contracts and Commercial Law Flashcards

Under Wyoming contract law, an anticipatory repudiation occurs when:

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.

Under Wyoming's adoption of UCC Article 2, the perfect tender rule means:

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.

Under Wyoming law, which contract doctrine excuses a party's performance when an unforeseen event makes performance commercially impracticable?

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.

Under Wyoming contract law, an exculpatory clause releasing a party from liability for its own negligence is:

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.

Under Wyoming law, the parol evidence rule prohibits introduction of prior or contemporaneous oral agreements that:

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.

Under Wyoming UCC Article 9 (secured transactions), a security interest is perfected when:

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.