Business
A valid offer creates the power of ______ for the offeree.
acceptance
Which of the following is correct about acceptance under the UCC?
acceptance will be effective even if acceptance does not exactly match the offer
Generally, ______ do not constitute an offer because they do not contain a specific commitment to sell.
advertisements
Generally, anticipatory ____ occurs before contractual performance is due.
breach
The UCC treats repudiation as:
breach
The nonbreaching party is entitled to recover _________ damages if the damages are caused by unique and ______ circumstances beyond the contract itself
consequential, foreseeable
In addition to the existence of an agreement between parties to a contract, the agreement must be supported by ______ or something of value bargained for in the agreement.
consideration
The necessary elements of a contract include __________, meaning there must be a bargained-for exchange of goods and/or services
consideration
For an injured party to be successful on a claim for contract interference, the injured party must prove that the tortfeasor had knowledge of the contract, actively interfered with the contract, and caused identifiable __________ to the injured party.
damages
If an additional term between merchants creates a __________ change to the agreement then the additional terms are not automatically part of the contract
material
If the plaintiff in a breach of contract action could have reasonably avoided damages and losses, she:
may be prevented from recovery at trial based on the duty to mitigate
When a seller has delivered nonconforming goods and the buyer has the right of rejection, risk of loss:
remains with the seller until cure or acceptance
________ is/are available only when the subject matter of the contract is sufficiently unique so that money damages are inadequate
specific performance
In addition to negligence and warranty theory, an injured consumer may also recover under a(n) _________ liability theory for harm caused by defective products.
strict
________ liability is usually available for abnormally dangerous activities and for defective products
strict
Once the offer has been ________, the offeree loses the power to accept and form an agreement.
terminated
Which of following must occur before the buyer is allowed to revoke acceptance?
the buyer notifies the seller of the nonconformity in a reasonable time nonconformance substantially impairs the value of the goods
A _________ rescission by only one party, is not permitted
unilateral
A party's ______ is her ability to be ready, willing, and able to perform all obligations under the contract
Tender of performance
The buyer's obligation is triggered when the seller _________ delivery
Tenders
Which of the following are true regarding risk of loss?
The UCC provisions do not apply when the parties to a sales contract agree on risk of loss allocation. The UCC provides answers when the parties have not agreed on loss allocation.
Which of the following are correct regarding rightful rejection?
The buyer is discharged from performing under the contract The buyer must notify the seller of the rejection
Which of the following is an exception to the general rule that additional acceptance terms between merchants automatically becomes part of the enforceable contract
The offeror raises an objection to the additional terms within a reasonable time period per industry standards. The additional term is a material change.
A transfer of ________ to goods for consideration is a ________ contract
Title, sales
The tort of trade libel requires that the statement be a clear and specific reference to the disparaged party or product.
True
Under UCC all contracts are generally considered shipment contracts unless the parties have agreed otherwise
True
In the context of negligent conduct, which of the following circumstances are required for tort law to apply?
When one party's actions unintentionally cause harm When one party does not act reasonably
Courts have determined that manufacturers have a duty of _______ when designing, manufacturing and inspecting products
care
The equitable maxim of ________ as applied to contract enforcement, requires that the party show that it had no fault in the breaching of the contract
clean hands
For the most part, tort law is found in state _________ law
common
Under _________ negligence, the jury will apportion fault among the parties and reduce the plaintiff's overall award by the percentage of harm caused by the plaintiff's own actions.
comparative
The defense where the tortfeasor asserts that the injured party's conduct has played a factor in the harm suffered is known as: ______.
comparative negligence
_________ damages are an attempt to put the nonbreaching party in the same position she would have been in if the other party had performed as agreed.
compensatory
A(n) ________ means that an event that must occur before performance under a contract is due
condition precedent
Passing the CPA exam or meeting some other licensing requirement within one year of beginning employment with a company would be an example of a(n) ______.
condition subsequent
The tort of ______ occurs when a false statement is published that harms another's reputation.
defamation
In a(n) _______ type of transfer, one party appoints another to perform her duties in her place
delegation
When the parties complete their promises and obligations to each other, the contract is said to be
discharged
The rule preventing recovery for reasonably avoidable damages is often called the: ______.
duty to mitigate
A lack of genuine assent occurs in all of the following cases except
failure to reduce the contract to a writing.
The intentional infliction of confinement upon another party is:
false imprisonment
Even if an express warranty does not exist, the UCC provides that an injured consumer may still recover under the ______ warranty theory.
implied
A contract under the UCC can arise:
in any manner sufficient to show an agreement
Which of the following is true about the CISG?
it only covers contracts for the sale of goods between merchants
A claim for fraudulent misrepresentation requires the misrepresentation of a(n) _ fact.
material
Generally, a(n) ______ is defined in contract law as a belief that is not in accord with the facts.
mistake
An award of ______ are (or is) one of the ways in which the law provides a ______ to compensate the nonbreaching party for losses suffered.
money damages, remedy
An agreement must reflect ___ assent in order to legally form a contract.
mutual
Under the UCC, the method of acceptance can occur in any _____ manner.
reasonable
The ________ Restatements of tort law have the benefit of volumes of case law and wide acceptance
second
Which of the following is not required to satisfy the UCC statute of frauds?
signature of all parties
Neither intent nor negligence need be proven in what types of cases?
strict liability
In an installment contract, a buyer may reject an installment only if the nonconformity ________ impairs the value of the installment and the nonconformity cannot be cured
substantially
Generally, courts allow the party who has _______ to be paid the full amount of the contract price less any costs suffered
substantially performed
A claim for false imprisonment in the commercial setting commonly presents itself in cases of: _____.
suspected retail theft.
The signature of the ______ is the one element of contract formality that is uniformly required.
the party against whom enforcement is sought
A(n) ________ is a person who is not a party to the contract at the time of formation but gains something from the contract because the original parties intended to do so
third party beneficiary
A representation of fact about a product is a(n) _________ warranty
to express
A(n) ________ contract is one in which all the terms and conditions are spelled out between the parties
to express
A(n) _________ is a civil wrong where one party has committed an act that causes another to suffer harm
tort
If a competitor makes a false statement that disparages a competing product, the injured business may sue for ____ libel.
trade
Which of the following is a defense to a defamation claim
truth
Aside from discharge by good faith performance, the other circumstances under which parties may be discharged from their obligations include ______ ______ and operation of law.
mutual consent
To prevail, the party trying to enforce the contract must show she acted in good faith and that any deviation from the required performance was
not material
Most advertisements appearing in the mass media, in store windows, or in display cases are: ______.
not offers
A commercially reasonable manner means that merchants must:
observe industry standards
An injured consumer may recover under strict liability if the injured consumer can prove that the product was defective and the defect made the product ______ dangerous.
unreasonably
An injury caused by an accident or an event which occurs without willful intent is called a(n) ________ tort
Negligence
The ________ rule allows for liability for negligently manufactured products to include any injuries to persons and not just the actual purchaser
MacPherson
An offer where a merchant offers to buy or sell goods with an explicit written promise that the offer will be held open of a certain period of time is a:
Merchant's firm offer
Which of the following are elements of a contract
Mutual assent Capacity Consideration
The party making the assignment is known as the ______, and the third party receiving the rights is the ______
assignor, assignee
When a party to an agreement owes a duty to perform and fails to fulfill her obligation, she is said to have _______ the contract
breached
________ is the power or legal ability to enter into a contract
capacity
Goods that conform exactly to the agreed-upon terms in the contract are:
conforming goods
________ compensate the nonbreaching party for foreseeable indirect losses not covered by compensatory damages
consequential damages
Honesty in fact in the conduct or transaction concerned is the UCC definition for:
in good faith
_________ damages are damages that the parties agree to ahead of time
liquidated
All of the following are equitable remedies except
liquidated damages
All of the following are equitable remedies except:
liquidated damages
If the victim of defamation is a public figure, the defamation must have been committed with _____ or reckless disregard for the truth.
malice
_______ is a remedy designed to prevent unjust enrichment of one party in an agreement.
restitution
In a breach of contract claim, all of the following would be considered remedies at law
restitution liquidated damages compensatory damages
In a non-shipment contract involving a non-merchant seller, risk of loss passes to the buyer when
the goods are tendered
A _________, in which both parties hold an erroneous belief, may be the basis for ______ a contract (also called avoiding the contract)
mutual mistake, canceling
A transfer of title to goods for consideration is what type of contract?
sales
Which of the following is not required to satisfy the UCC statute of frauds
signature of all parties
______ refers to the requirement that a contract must not violate the law.
legality
Which of the following is not a question usually associated with the concept of legality
Are the items to be exchanged of equal legal value?
Which of the following is a proper question regarding contractual capacity?
Are the parties of proper age and mental competence?
When a court rewrites a contract it is engaging in the equitable remedy of:
Reformation
When the parties have imperfectly expressed their agreement and this imperfection results in a dispute, a court may order the equitable remedy of ______ to change the contract by rewriting it to conform to the parties' actual intentions.
Reformation
Which of the following scenarios best describes a valid contract?
Betty promises to pay Sam $50 if he will wash her car this Saturday. Sam agrees he will wash the car this Saturday.
If neither party has fully performed, the parties may agree to cancel the contract, also known as a(n) ________.
Rescission
The ________ covers parties that maintain a place of business in one of the participating countries.
CISG
The ______ of _______ and ______ clauses in a contract determines which nation's laws and court system will be used in a potential lawsuit under that contract
Choice, law, forum
Incidental damages must be _______ reasonable
Commercially
A contract that contains the words "provided that" means that ________ is contained in the agreement
Condition
_______ is typically accomplished by attaching some event, known as a(n) _______ that must occur before a particular performance obligation is triggered
Risk allocation, condition
Article 2 of the UCC acts to fill in only ___________ or ________ terms in a contract for the sale of goods between merchants
Missing, open
There are some cases in which ________ is /are insufficient to compensate the nonbreaching party or when one party was unjustly enriched at the other party's expense
Monetary damages
If someone is injured by a defective product, she can pursue the following as possible causes of action
Negligence, Warranty, Or Strict Liability
Which of the following are elements of negligence
Duty, breach, cause in fact, legal cause, and damages
Consideration refers to the process by which one party decides if he wants to accept an offer
False
When used in international contracts, FOB refers only to shipment on a(n) _________ ship
Freighter
________ is a(n) ________ remedy whereby a court orders the breaching party to render the promised performance by ordering the party to take specific action
Specific performance, equitable
The following are considered goods under Article 2 of the UCC:
Growing crops Shoes
Which of the following subjects would likely be governed by state common law?
Hiring an attorney to draft a will Hiring an accountant to prepare your tax return A lease on a business locations
When the seller has marked or designated the good in some fashion _______ has occurred
Identification
Which of the following are not elements of a contract?
Illegal purpose
Expenses incurred after a buyer's breach such as the cost of stopping delivery and transportation costs are classified as:
Incidental damages
________ damage provisions are commonly used in license agreements, such as a software user's license
Liquidates
Risk of _______ deals with issues such as who is responsible for lost or damaged goods
Loss
Once a buyer has accepted the goods, the buyer must _________ (one word) for the goods in accordance with the associated contract
Pay
Risk of loss in a non delivery contract where the seller is a merchant calls for risk of loss to pass to the buyer when the buyer takes _____ possession of the goods.
Physical
Which of the following can be considered for purposes of enforcing a UCC contract?
Previous commercial conduct Correspondence between the parties
If the elements of contract formation are satisfied, the contract must still:
be in writing under certain circumstances
Abnormally dangerous activities typically include activities that involve
a high degree of risk of harm.
If a sale agreement includes missing or open terms, the UCC will find it enforceable if the terms that are included:
Provide a basis for remedy if there is a breach Indicate the intent of the parties
To satisfy the statute of frauds writing
Quantity, signature
A buyer may forfeit the right to revoke acceptance of nonconforming goods if the buyer fails to notify the seller of the revocation in a __________ time.
Reasonable
An agreement is ______ if one party communicates in a way that is inconsistent with performance
Repudiated
Abnormally dangerous activities typically include activities that involve:
a high degree of risk of harm.
If the promises to perform in an agreement are not conditional, the duty to perform is:
absolute
For a contract to be enforceable, the agreement must be the product of genuine:
assent
A(n) _________ is a transfer of current (not future) ________ under a contract by one party in a contract to a third party
assignment of rights
When the parties to a contract have not expressly negotiated particular terms to a contract, Article 2 of the UCC will
fill the open or missing terms.
There are _______ fundamental elements to a negligence claim
five
The statute of __ is the law that states certain contracts must be in writing to be enforceable.
frauds
The term FOB refers to what method of shipment when used in international contracts?
freighter ship
Which of the following under the UCC governs the delivery process:
general reasonableness
The most common way for the parties to discharge their obligations is by:
good faith performance
Money and information are not considered ___ under the UCC.
goods
In most cases a(n) _______ will make performance ______ impossible
illness, temporarily
________ beneficiaries may not sue to enforce contractual rights
incidental
All of the following are remedies at law except
injunctive relief
If a plaintiff wants a court to order a neighbor to stop burning grass on their property because it might burn her (the plaintiff's property) she would be asking for: ______.
injunctive relief
What type of contract allows for each lot to be accepted and paid for separately
installment
If the parties to a contract intended a third party to benefit from the contract, that third party is referred to a(n) ______ and has the power to ______ for breach
intended beneficiary, sue
The tort of contract interference is a(n) __________ tort
intentional
It is important for managers to understand that, to prevail, the impossibility must be ________ (a reasonable person would consider the obligation impossible to perform) rather than _________
objective and subjective
Compensatory damages includes ________ damages and even potential _______ that would have been earned if performance had occurred
out-of-pocket, profits
Torts involving harm caused by defective products is called:
products liability
Celebrities and political candidates would be examples of: ______.
public figures
Under the UCC, the goal of remedies is to:
put the parties in the position they would have been in had the contract been completed
When nonconforming goods are rejected by the buyer, the seller must be given ______ notification
seasonable
When nonconforming goods are rejected by the buyer, the seller must be given _______ notification.
seasonable
Generally, anticipatory repudiation occurs when one party uses ______ language to ______ the contract in which case the nonbreaching party has the right to file an immediate lawsuit.
unequivocal, repudiate
Restitution is a remedy designed to prevent the ______ of one party in an agreement
unjust enrichment
Laws of negligence impose liability when one's conduct is: __________.
unreasonable
