LAW final

In what situation could a party enforce strict performance?

When the parties specifically agree to it in the contract When the requirement is reasonable

Parol Evidence

When an integrated contract exists, neither party may generally use parol evidence to contradict, vary, or add to its terms. Parol evidence refers to anything (apart from the written contract itself) that was said, done, or written before the parties signed the agreement or as they signed it.

Incidental Damages

relatively minor costs that the injured party suffers when responding to the breach

liquidated damages clause

A clause stating in advance how much a party must pay if it breaches

For which of the following contracts would a court be likely to grant a remedy of specific performance? Select all that apply.

A contract for the sale of land A contract for the sale of a Picasso painting

injuction

A court order directing someone to do something or to refrain from doing something

In the case of a scrivener's error, what happens?

A court will reform the contract if there is clear and convincing evidence that the clause in question does not reflect the true intent of the parties.

Which of the following events would likely qualify as a force majeure? (Select three)

A flood destroying a manufacturing facility A worldwide pandemic A war breaking out between two countries in which a buyer and seller were locate

Which of the following are things a contracting party must consider when seeking to modify a contract? (Select two)

whether additional consideration will be needed whether the modification must be in writing

Under the Uniform Electronic Transactions Act (UETA) an electronic signature can be used for: (Choose 3 answers.)

wholesale purchase of alcoholic beverages for resale . obtaining a business license. sales of real estate.

Which act provides that no contract, record, or signature may be "denied legal effect" solely because it is in electronic form?

(e sign act) the Electronic Signatures in Global and National Commerce Act (E-SIGN Act)

Must all contracts be in writing?

No, unless statue of frauds requires it

REASONABLY

Reasonably means ordinary or usual under the circumstances.

What is the principle that is applied to determine how much compensation a party receives in a quasi-contract settlement?

unjust enrichment

If the parties to a contract deliberately left a term of the agreement unclear as to its meaning, that term is considered:

vague

Alvin's Department Store agrees over the telephone to purchase $1,000 worth of blankets from Blanket Emporium. Blanket Emporium sends an invoice for the blankets before shipping them, and Alvin's Department Store refuses to go forward with the deal, saying their deal is not a valid contract. The oral agreement between Blanket Emporium and Alvin's Department Store for the purchase of $1,000 worth of blankets:

violates the statute of frauds, and is, therefore, unenforceable.

STRUCTURE OF A CONTRACT

1. Title 2. Intro. Paragraph 3. Definitions 4. Covenants 5. Breach 6. Conditions 7. Representations and Warranties 8.Boilerplate

. SOLE DISCRETION

A party with sole discretion has the absolute right to make any decision on that issue.

Which of the following statements is true?

Ambiguity is an appropriate tactic, particularly by the party drafting the contract.

Tyler entered into a contract with Leah to provide supplies for her business. What form can the writing of the contract take? Choose 3 answer choices.

An email An invoice A check

Consequential Damages

Are those resulting from the unique circumstances of this injured party

Arnold, a contractor, enters into an agreement with Oswald to build a house for Oswald. In the agreement, Arnold promises to build the house to Oswald's specifications. Oswald agrees to pay for the work on completion according to the terms set out in the agreement. Arnold states that he is licensed by the state contractors licensing board. Which of these statements are covenants?

Arnold promises to build the house to Oswald's specifications. Oswald agrees to pay for the work on completion according to the terms set out in the agreement.

Arvitz and Siri have been friends for thirty years. Arvitz agrees to sell Siri a fifty percent ownership in his bait and tackle shop for $50,000. Because they are such good friends, Arvitz thinks they do not need to contact a lawyer to draw up an agreement; after all, a partnership can be created without a formal written agreement. Siri thinks it would probably be a good idea to have a lawyer draft an agreement, so he contacts Attorney Frost about drawing up the contract. What is Attorney Frost's primary goal in drafting the contract?

Attorney Frost's primary goal in drafting this contract is to protect Siri from litigation, or, if litigation does occur, making sure the contract has been drafted in such a way that Siri wins.

Why is a court unlikely to grant a remedy for specific performance when a contract for personal services is breached?

Because it is tantamount to court ordered involuntary servitude.

In which of the following scenarios is a court likely to order reformation of a contract? Select all that apply

Clerical error in the contract Mutual mistake by the parties Fraud by one of the parties

expectation interest

Designed to put the injured party in the position she would have been in had both sides fully performed their obligations

Logan agrees to deliver fifty pounds of crab claws to Dominique by May 15. Dominique needs the crab claws for a wedding party that Dominique is catering on May 16, so time is of the essence of the contract. Logan contacts Dominique on May 15 and tells Dominique that the earliest Logan can deliver the crab claws is on May 17. Dominique cancels the order and quickly makes other arrangements for the wedding party she is catering. Logan then demands payment from Dominique for the full contract price, and Dominique refuses. If Logan sues Dominique for damages under the contract:

Dominique will not have to pay because Logan breached the contract.

Evan offers to sell his 2016 John Deere Tractor to Jorge for $30,000. Jorge accepts and promises to meet Evan on Saturday to make the exchange. On Thursday, a fire on Evan's farm totally destroys the tractor. Jorge is upset, because the price of the tractor was really good, and he knows he cannot get another one for that price. If Jorge sues Evan for breach of contract, the likely result will be that:

Evan's performance under the contract will be excused due to impossibility of performance.

Danny hires Evelyn to install a swimming pool at Danny's home for $40,000, to be completed by June 1. Evelyn completes the job on time. When Danny inspects the pool, he discovers that Evelyn used a vinyl lining, and the contract called for a fiberglass lining. Danny refuses to pay Evelyn, stating that Evelyn breached the contract because the contract was not completed according to the specifications stated in the contract. If Evelyn sues Danny for the contract price:

Evelyn will probably receive the contract price less the cost to replace the pool liner with a fiberglass liner

What evidence outside of the written contract is a party allowed to present? Choose 2 answer choices.

Evidence to prove agreement on an essential element of the contract. Evidence showing a change to the contract after it is signed

Otto orally agrees to install three wells for Green Space Energy over the next eighteen months. When the three wells are completed, Green Space Energy will pay Otto $10,000. After the first well is completed, Green Space Energy tells Otto that it does not want any more wells. Green Space Energy refuses to pay Otto for the first well, claiming that the contract was not in writing and, therefore, not enforceable. If Otto sues Green Space Energy to enforce the contract:

Green Space Energy will have to pay Otto a reasonable price for the one well that was installed.

What must a party show to win a substantial performance lawsuit? Choose 2 answer choices.

He or she acted in good faith. The breach was not intentional.

full performance by the seller

If the seller completely performs her side of a contract for an interest in land, a court is likely to enforce the agreement even if it was oral

When Maria and Marcel divorced, their settlement agreement provided that they would act in good faith. It further stated that Maria would receive half the proceeds from an oil and gas lease. At the end of five years, all the proceeds from the lease would go to Marcel. But, in an impressive effort to cut off his nose to spite his face, Marcel let the lease expire and refused to negotiate a new one. He was willing to give up income to himself if that prevented his ex from getting any. When Maria sued, Marcel argued that the contract did not require him to negotiate a lease, only to pay Maria half if he did. What would you rule if you were the judge?

In a similar case, the court ruled that the obligation to act in good faith required Marcel to negotiate an oil and gas lease.

Which is NOT an exception to the parol evidence rule?

Jayden wants to present evidence that Jignesh verbally promised he would include the trailer with the boat he sold to Jayden.

Bryan owns Snow Country, a business that leases out snow cone stands. Kaylee agrees to lease one of the snow cone stands for $500 per month. Kaylee and Bryan sign a written contract that states the monthly lease amount is $5,000. When Kaylee refuses to pay the $5000 for the first month's rent, Bryan sues for breach of contract. If Kaylee tries to introduce evidence in court that shows that the amount stated in the written contract is incorrect:

Kaylee will be allowed to introduce the evidence under the parol evidence rule.

What is the difference between legal remedies and equitable remedies for breach of contract?

Legal remedies are monetary while equitable remedies are non-monetary.

Jane decides to terminate her position with Roseworld Flowers after six years of employment. When Jane was hired, she signed Rosewood's standard employee agreement. In the agreement, Jane agreed not to work for a competitor in the same county for three years. Three months after Jane terminates her employment, she begins work for Tipton Florist, a florist in the same county as Roseworld. Roseworld sues Jane for violating the terms of her employee agreement because she went to work for a competitor less than three years after her termination with Roseworld. Jane defends by stating that the agreement prohibited her from working for a competitor in the same county for three years from the date of the agreement, which was six years ago. Will Roseworld be successful in its lawsuit against Jane?

No, Roseworld will not be successful in its lawsuit against Jane because the contract is ambiguous.

LaVon contracts with Nathan for Nathan to sing at her comedy club every Friday night in July. The first Friday, the crowd loved Nathan. The second Friday, they booed him. The next week, Nathan got a better offer, so he hired his twin brother Ethan to fill in for him at LaVon's club. Can LaVon compel Nathan to perform?

No, because you cannot compel performance of personal services under specific performance.

What is the evaluation standard for a personal satisfaction contract? Choose 2 answer choices.

Objective, reasonable person standard Subjective personal taste

What are the differences between legal and equitable remedies? Choose 2 answer choices.

One is monetary. One requires actions instead of damages

Simon has signed a contract with Miley agreeing to provide her company with 1,000 frozen pizzas each week. The contract states: "This agreement can only be modified by a written instrument signed by the party to be charged with such amendment." But when Simon and Miley run into each other on the train, they agree that he will provide 750 pizzas instead. Which of the following statements is true?

Only Simon must sign the amendment because he is the one to be charged by it

Korbyn enters into a contract with Peyton to sell Peyton a 1956 roadster. The contract has a condition precedent that the roadster will pass inspection by an independent appraiser, verifying that the roadster contains all original parts and is in good working order. This contract provision means that:

Peyton is not required to perform under the contract until the appraisal is complete.

How is substantial performance involved with the classification of material breaches versus immaterial breaches?

Substantial performance involves an immaterial breach.

What is required for a writing to be legally sufficient to form a contract? Choose 2 answer choices.

The UCC requires that the quantity be included The writing must provide evidence of agreement

UCC

The basic UCC rule requires only a memorandum signed by the defendant, indicating that the parties reached an agreement and specifying the quantity of goods. Between merchants, even less is required. If one merchant sends written confirmation of a contract, the merchant who receives the document must object within ten days or be bound by the writing. In the following special circumstances, no writing may be required: the goods are specially manufactured, one party admits in litigation that there was a contract, or one party pays for part of the goods or delivers some of the goods.

What is the term for when a party to a contract performs his duties exactly according to the terms of the contract?

strict performance

Walter contracts with Ethan to purchase a building for Walter's new tanning salon. Walter and Ethan agree on a price of $200,000 for the building, payable $100,000 at the time of closing and then monthly payments of $5,000 each until the balance is paid. Ethan has his lawyer draw up the contract, and Ethan and Walter both sign it. The contract mistakenly calls for $5,000 payments for fifteen months instead of twenty, which would amount to total payments of only $175,000. When Walter stops making payments after fifteen months, Ethan sues for the balance. If the court requires Walter to pay the remaining five months of payments, what has the court done?

The court has reformed the contract.

You decide to get a credit card in order to begin building your credit history. It is your first credit card and when you receive the agreement with the credit card company filled with legally complex boilerplate language, you sign it knowing that if you do not, you will not be able to get the card. Buried deep within the terms, however, a discrepancy existed that the credit card company never caught before sending the agreement to customers. One section allowed for the credit card company to raise interest rates as long as it provided users a 30 day notice, but another section stated that interest rates could only be changed once per year. The company has increased your interest rate four times already this year and you decide you have had enough and take them to court. In whose favor will the court interpret the terms of the contract?

The court will interpret it in your favor because you did not draft the agreement.

What is the result if parties agree to a contract orally, but it is a contract that must be in writing under the statute of frauds? Choose 2 answer choices.

The parties can complete the contract. The contract is voidable

What does the law require for a personal service contract

The personal service requirement must be stated.

Give an example of three types of contracts that should definitely be in writing and one that probably does not need to be.

The sale of stock A merger agreement The sale of land Anything that falls under the Statute of Frauds

What are the types of situations that may qualify as grounds for discharge due to impossibility? Choose 3 answers.

The specific subject matter of the contract is destroyed. The subject matter of the contract becomes illegal. A party to a personal contract dies or becomes incapacitated.

what is the writing requirement?

The writing must be signed by the defendant and must state the names of all parties, the subject matter of the agreement, and all essential terms and promises. Electronic signatures are usually valid.

How may rules about parol evidence impact a contract modification?

They may require that a contract modification be in writing.

leading object rule

When the promisor guarantees to pay the debt of another and the leading object of the promise is some benefit to the promisor himself, then the contract will be enforceable even if unwritten

What are the legal differences between a material breach and an immaterial breach of contract? Choose 2 answer choices

Whether the court will discharge the contract The level of the performance of the contractual obligations

Wilton World is a huge hotel chain. The Wilton World Hotel in San Francisco wants to hire a local artist to paint some landscapes of the Bay area to display in its hotel. Carl contacts the San Francisco Wilton World manager and shows them samples of his paintings. The manager is very pleased with Carl's work and offers Carl $5,000 to paint six landscape paintings. Carl eagerly accepts, so they begin to discuss who should draft the contract. The contract will probably be drafted by:

Wilton Hotel attorney

In December 2019, Eric hired a band to play at his MBA graduation party in 2021. The parties agreed that the band would play five songs for $450 on May 15, 2021, but the deal was never put into writing. In January 2021, if Eric wanted to cancel the job without penalty, would he be able to do so?

Yes, Eric would be able to cancel because the contract terms could not be completed within one year and a definite time was fixed.

Somerville Manufacturing Company contracts with Joplin Textiles to purchase 5,000 rolls of fabric in various colors for $400 each, for a total price of $2,000,000. Somerville needs the fabric to manufacture its spring line of dresses, so it is important that Joplin gets the fabric there on time; if not, Somerville will lose important revenue. Somerville includes in its contract with Joplin a liquidated damages clause that states that if Joplin does not deliver the fabric by November 1 Joplin will pay liquidated damages in the amount of $50,000. If Joplin does not deliver, will the court likely uphold this liquidated damages clause?

Yes, a court will likely enforce the liquidated damages clause because it is for a reasonable amount and the amount of actual damages would be difficult to estimate.

May a writing consistent of multiple separate documents?

Yes, if they are attached together in some manner.

Manuel contracts to sell a painting that was painted by his deceased grandmother, then has a change of heart and decides to hang it in his own bedroom. He notifies Nadine, the person who had planned to buy it. Can Nadine have the contract enforced?

Yes, it can be enforced under the equitable remedy of specific performance.

A partially integrated contract means:

a contract contains only some terms, to which the parties agree but not others.

Restitution is an appropriate remedy when: (Select three)

a contract has been rescinded. when the parties never had a contract. a contract has been breached.

reformation

a court may partially rewrite a contract to fix a mistake or cure an unenforceable provision

nominal damages

a token sum, such as one dollar, given to a plaintiff who demonstrates a breach but no serious injury

Ambiguous contract terms will be interpreted:

against the drafter

What must be included in a contract to satisfy the requirement that it be in writing? Choose 3 answers.

all of the parties to the contract must be named in the writing. The subject matter of the contract must be identified. Consideration to be paid must be defined in the contract

If a term is left unclear by accident, that term is:

ambiguous

Which of the following are interpreted against the best interests of the drafter of the contract?

ambiguous terms

Reformation of a contract is considered:

an equitable remedy.

Which of the following is an equitable remedy for breach of contract?

an order for specific performance

What is the term for the action of a party to a contract who notifies the other party that he or she will not perform his or her duty under a contract?

anticipatory breach

Lorenzo and Antonio agree that Antonio will buy Lorenzo's Go Cart Fun Park for $300,000. Lorenzo asks his lawyer to draft the contract. Lorenzo is surprised when the contract that the attorney drafts contains more than the description of the property, the price, and the payment terms. The contract also contains paragraphs that describe the choice of law and forum, how the contract can be modified, terms for assigning rights and delegating duties under the contract, and an arbitration clause. Lorenzo's lawyer explains to Lorenzo that these are boilerplate, and that they are important because:

boilerplate creates a private law that governs disputes between the parties.

What is the most common way that duties under a contract are discharged?

by performance

one year

cannot be performed within one year (enforceable) -could possible be completed within one year, need not be in writing.

bEFORE SIGNING A CONTRACT

check carefully and thoughtfully the names of the parties, the dates, dollar amounts, and interest rates

Jayden is restoring a house for Jane when Hurricane Emma hits and washes out the foundations of the house. The cost for restoration has just increased by 400%. Under what principle may Jayden's obligations be excused?

commercial impracticality

What type of condition specifies an event that must happen before a person is obligated to perform the duties specified in the contract?

condition precedent

The common law Statute of Frauds requires that to be "in writing," an agreement must be signed by: The plaintiff The defendant A notary public

defendant

Restitution Interest

designed to return to the injured party a benefit he has conferred on the other party

Goods

for the sale of goods of 500 or more.

Land

for the transfer of an interest MUST BE IN WRITING

specific performance

forces both parties to complete the deal "unique" item

Mia contracted with Greencare Lawn Service for a pest treatment on Mia's lawn for $1,000. Pat lives next door to Mia. Greencare mistakenly treats Pat's lawn instead of Mia's. Pat watched them perform the treatment while looking through the window of his living room, but did not go outside and stop them. When Greencare seeks payment from Pat, Greencare can probably receive:

from Pat an amount less than the contract amount that will reimburse Greencare for expenses incurred, in order to avoid unjust enrichment.

n January, Victor contracted with Delrita to cater a Cinco de Mayo (May 5th raised to the th power) party for 500 of his closest friends. Neither of them anticipated that their entire state would be under stay-at-home orders on May 5 due to a global pandemic. Under what principle may Victor cancel his contract with Delrita?

frustration of purpose

What is the implied duty in every contract that each party will deal fairly with the other?

good faith

Sylvia agrees to deliver one hundred computers to Ralph's Tech Store by Saturday. On Friday, Sylvia delivers ninety-nine computers. Ralph's Tech Store refuses to accept the shipment and accuses Sylvia of breaching the contract. By not delivering the entire one hundred computers, Sylvia

has not materially breached the contract and will be allowed the opportunity to cure by providing the one remaining computer.?????

debt of another

in which a party promises to pay the debt of another

A party may avoid having a letter of intent enforced as a contract if they:

include language in the letter that it is not a contract and neither party is bound by it.

Harold offers to sell Emma his farmland in Bryson County. After discussing the sale at length in front of their friends Nicole and Jackson, Harold and Emma orally agree on a price of $120,000 for the land. The next day, Emma goes to the bank and withdraws $120,000 to pay Harold for the land. When Emma presents the $120,000 to Harold, Harold tells Emma he was just joking and does not wish to sell the land. Emma tries to enforce the deal, and Harold continues to refuse by saying that the deal was not in writing, and, therefore, it is unenforceable. The contract between Harold and Emma for the sale of the land:

is not enforceable because it violates the statute of frauds.

What are the types of statue of fruads?

land, one year, debt of another, executors, marriage, goods.

executor

made by an executor of an estate to pay debt of the estate (must be in writing to be enforceable)

marriage

made in consideration of marriage (must be in writing to be enforceable)

A violation of the terms of a contract which defeats an essential purpose of the contract is:

material breach

What is the difference between a material breach and an immaterial breach?

material breach results in damages to the non-breaching party, while an immaterial breach is minor.

A party normally cannot present any evidence of which of the following if that evidence contradicts or varies the terms of the written contract? Choose 3 answers.

negotiations prior to contract formation agreements prior to contract formation oral agreements that happened at the same time as contract formation

Ralph and Lydia plan to be married soon, so Ralph drafts a prenuptial agreement for them. Lydia reviews the prenuptial agreement and decides that everything looks fine. Lydia signs the prenuptial agreement electronically using Adobe E-Signature. After Ralph and Lydia have been married for two years, Ralph sues Lydia for divorce. Ralph wants to enforce the terms of the prenuptial agreement, but Lydia objects. Lydia's best argument for invalidating the prenuptial agreement is that:

nothing; Lydia has no defense to the prenuptial agreement. ????

What is the term for evidence of communication between parties to a contract that is not included in the contract?

parol evidence

a convenant in a contract is a

promise

collateral promise

promise to pay a debt or default of another

Which of these types of contracts must be in writing under the requirements of the Statute of Frauds? Choose 3 answers.

promises made in consideration of marriage contracts for the sales of land collateral promises to pay the debt of another person

What is an exception to the statute of frauds?

promissory estoppel

Two individuals signed a contract that was intended to be their entire agreement. The parol evidence rule will prevent the admission of evidence offered to: Answer

prove the existence of a contemporaneous oral agreement modifying the contract.

Specific performance is a remedy which is always available in:

real estate contracts

In the case of finding a scrivener's error, the court will most often:

reform the contract

red and Wilma enter into a contract for horse riding lessons. Fred accidentally types the price for lessons to be $4.00 each instead of $44.00 each. Wilma wishes to enforce the contract at $4.00 per lesson. Which remedy would be most effective

reformation

Shania offers to sell her lakefront property to Tonya for $150,000, and Tonya agrees to buy it. Tonya and Shania both sign the real estate contract, but, before they close the deal, Shania learns that a new resort is being opened on the lake. The opening of the resort will drive property prices up in the area, so Shania believes she can sell her property to someone else and get a better price on the deal. Shania tells Tonya that she has decided not to sell the property to Tonya. If Tonya sues to enforce the contract, a court will likely:

require Shania to go through with the sale.

What is the primary purpose of the Statute of Frauds?

requiring written evidence of agreements concerning important transactions

Rescission of a contract will:

return the parties to the position they were in before the contract was formed.

What is the standard to which most personal satisfaction contracts must adhere? Choose 2 answers.

satisfaction of a reasonable person satisfaction of the receiving party (buyer)

What is the test for whether a contract is governed by the Statute of Frauds because of the one-year rule?

the contract must be objectively impossible to perform within one year.

Expectation Damages

the money required to put one party in the position she would have been in had the other side performed the contract

A remedy for a quasi-contract is equivalent to:

the reasonable value of agreement

reliance interest

puts the injured party in the position he would have been in had the parties never entered into a contract

If a contract contains language that the parties must bargain in good faith, it means:

they must make an honest effort to comply with the spirit of the contract.

Rescission

to "undo" a contract and put the parties where they were before they made the agreement.

mitigate

to keep damages as low as reasonable

cover

to make a good faith purchase goods similar

Courts may reform a contract:

to reflect the parties' true intentions.

A scrivener's error is also known as:

typo

What type of contract is created by an agreement that is oral when it is required by the Statute of Frauds to be in writing?

voidable

Marla offers to sell Kennedy her property on Lake of the Ozarks for $90,000. Marla drafts a written agreement that contains the property description and price, and has places for both Kennedy and Marla to sign. Marla sends the agreement to Kennedy to review. Kennedy signs the agreement and sends it back to Marla, who never signs it. Marla then has second thoughts about the deal and refuses to complete the transaction. If Kennedy tries to enforce the contract against Marla, Kennedy:

will be unsuccessful, because Marla never signed the agreement.