LEGL 4900 FINAL EXAM, LEGL 4900 Exam
1, LEGL 4900 - Exam 2 WITH QUESTIONS
AND CORRECT ANSWERS
CISG covers only __________________ contracts dealing with the sale of goods - correct
answer<✔✔💖💖commercial (merchant to merchant -- not consumer)
goods excluded in CISG? - correct answer<✔✔💖💖ships, aircraft, personal property, stocks,
securities, electiricity
CISG does not cover _________ or _________ K's - correct answer<✔✔💖💖real estate ; service
In case of a mix of goods and services, CISG will apply as long as __________ is the majority stakeholder
in the transaction - correct answer<✔✔💖💖goods
CISG permits buyers and sellers through their K to expressly __________ any/all of its
________________ - correct answer<✔✔💖💖exclude ; provisions
CISG is only concerned with __________ k's - correct answer<✔✔💖💖INTERNATINAL (no
domestic)
CISG automatically applies to merchants who have both _______________ CISG - correct
answer<✔✔💖💖ratified
Even if 1 nation hasn't ratified CISG, it can still apply under the condition: - correct
answer<✔✔💖💖- if the country that's ratified has the closest connection to the K, CISG would
govern
- CISG permits countries to declare whether they will be bound by this provision
,Key Features of CISG - correct answer<✔✔💖💖Parties - merchant to merchant (commercial)
Time of Acceptance - receipt rule
Method of Acceptance - mirror image (additional terms may destroy offer)
Consideration - none needed to modify k
Writing - none needed
Excuses for Nonperformance: force majeure (act of God/nature)
Opt in/Opt Out (CISG) - correct answer<✔✔💖💖Opt Out - parties can opt out of CISG overage; may
reject its application and pick another set of rules to govern their agreement or accept its coverage but
vary any of its provisions (different from UCC)
general rule = contracting parties will make their selection by including a choice of law clause that
designated the domestic law they want to use to govern the transaction
Opt in - parties may also expressly opt in (accomplished by a choice of law clause)
Key Features of UCC - correct answer<✔✔💖💖Parties: any (merchants may have higher standards)
Time of acceptance: dispatch rule (when sent)
Method of acceptance: battle of the forms (additional material terms NOT included)
Consideration: none needed to modify K
,Writing: sale of goods >$500
Excuses for nonperformance: Commercial Impracticability (too expensive to fulfill K)
Material Adverse Change - correct answer<✔✔💖💖- enables buyer to refuse to complete the m&a
deal if the target suffers such a change
(if something bad happens in the economy, can opt out of the agreement)
Example of Material Adverse Change clause for a seller? - correct answer<✔✔💖💖Price
Adjustment clause
(upside in the economy and industry becomes more valuable --> seller could ask for a price adjustment)
Force Majeure - correct answer<✔✔💖💖natural disaster / unforseeable event
Covenants - correct answer<✔✔💖💖- pledges
- conduct of parties leading up to the closing of the deal
- promise to do something/refrain
Reps/warranties - correct answer<✔✔💖💖things you are saying to be true upon conclusion of the
K
- here's the info about us -- we "represent" and "warrant" that its true
reps and warranties can create an already made ________ if the reps and warranties are found to be
false - correct answer<✔✔💖💖claim
Conditions precedent - correct answer<✔✔💖💖have to be fulfilled before the obligations of the
other party "kick in"
ex: ins industry -- death certificate to claim life insurance
, ex: m&a -- seller asking for reg approvals, securing financing as a conditions precedent
indemnification - correct answer<✔✔💖💖making party whole when there's a breach
termination fee - correct answer<✔✔💖💖seller (target) pays
reverse termination fee - correct answer<✔✔💖💖buyer (acquirer) pays
due diligence - correct answer<✔✔💖💖doing "hw" for the deal
buyers usually have more ____________ to do than sellers bc they're taking on the risk - correct
answer<✔✔💖💖due diligence
letter of credit - correct answer<✔✔💖💖document from issuing bank assuring payment will be
made once criteria has been met
guarantees - correct answer<✔✔💖💖reduce loss if the transaction doesn't go as planned
Regulatory and antitrust filings are done by the ______ & _________ - correct answer<✔✔💖💖SEC
; DOJ
assignment rights - correct answer<✔✔💖💖can assign rights granted to u under the K to another
party
confidentiality - correct answer<✔✔💖💖crucial to large and small deals -- risk of deal being spoiled
exclusivity - correct answer<✔✔💖💖time where a party will only negotiate with a certain other
party
1, LEGL 4900 - Exam 2 WITH QUESTIONS
AND CORRECT ANSWERS
CISG covers only __________________ contracts dealing with the sale of goods - correct
answer<✔✔💖💖commercial (merchant to merchant -- not consumer)
goods excluded in CISG? - correct answer<✔✔💖💖ships, aircraft, personal property, stocks,
securities, electiricity
CISG does not cover _________ or _________ K's - correct answer<✔✔💖💖real estate ; service
In case of a mix of goods and services, CISG will apply as long as __________ is the majority stakeholder
in the transaction - correct answer<✔✔💖💖goods
CISG permits buyers and sellers through their K to expressly __________ any/all of its
________________ - correct answer<✔✔💖💖exclude ; provisions
CISG is only concerned with __________ k's - correct answer<✔✔💖💖INTERNATINAL (no
domestic)
CISG automatically applies to merchants who have both _______________ CISG - correct
answer<✔✔💖💖ratified
Even if 1 nation hasn't ratified CISG, it can still apply under the condition: - correct
answer<✔✔💖💖- if the country that's ratified has the closest connection to the K, CISG would
govern
- CISG permits countries to declare whether they will be bound by this provision
,Key Features of CISG - correct answer<✔✔💖💖Parties - merchant to merchant (commercial)
Time of Acceptance - receipt rule
Method of Acceptance - mirror image (additional terms may destroy offer)
Consideration - none needed to modify k
Writing - none needed
Excuses for Nonperformance: force majeure (act of God/nature)
Opt in/Opt Out (CISG) - correct answer<✔✔💖💖Opt Out - parties can opt out of CISG overage; may
reject its application and pick another set of rules to govern their agreement or accept its coverage but
vary any of its provisions (different from UCC)
general rule = contracting parties will make their selection by including a choice of law clause that
designated the domestic law they want to use to govern the transaction
Opt in - parties may also expressly opt in (accomplished by a choice of law clause)
Key Features of UCC - correct answer<✔✔💖💖Parties: any (merchants may have higher standards)
Time of acceptance: dispatch rule (when sent)
Method of acceptance: battle of the forms (additional material terms NOT included)
Consideration: none needed to modify K
,Writing: sale of goods >$500
Excuses for nonperformance: Commercial Impracticability (too expensive to fulfill K)
Material Adverse Change - correct answer<✔✔💖💖- enables buyer to refuse to complete the m&a
deal if the target suffers such a change
(if something bad happens in the economy, can opt out of the agreement)
Example of Material Adverse Change clause for a seller? - correct answer<✔✔💖💖Price
Adjustment clause
(upside in the economy and industry becomes more valuable --> seller could ask for a price adjustment)
Force Majeure - correct answer<✔✔💖💖natural disaster / unforseeable event
Covenants - correct answer<✔✔💖💖- pledges
- conduct of parties leading up to the closing of the deal
- promise to do something/refrain
Reps/warranties - correct answer<✔✔💖💖things you are saying to be true upon conclusion of the
K
- here's the info about us -- we "represent" and "warrant" that its true
reps and warranties can create an already made ________ if the reps and warranties are found to be
false - correct answer<✔✔💖💖claim
Conditions precedent - correct answer<✔✔💖💖have to be fulfilled before the obligations of the
other party "kick in"
ex: ins industry -- death certificate to claim life insurance
, ex: m&a -- seller asking for reg approvals, securing financing as a conditions precedent
indemnification - correct answer<✔✔💖💖making party whole when there's a breach
termination fee - correct answer<✔✔💖💖seller (target) pays
reverse termination fee - correct answer<✔✔💖💖buyer (acquirer) pays
due diligence - correct answer<✔✔💖💖doing "hw" for the deal
buyers usually have more ____________ to do than sellers bc they're taking on the risk - correct
answer<✔✔💖💖due diligence
letter of credit - correct answer<✔✔💖💖document from issuing bank assuring payment will be
made once criteria has been met
guarantees - correct answer<✔✔💖💖reduce loss if the transaction doesn't go as planned
Regulatory and antitrust filings are done by the ______ & _________ - correct answer<✔✔💖💖SEC
; DOJ
assignment rights - correct answer<✔✔💖💖can assign rights granted to u under the K to another
party
confidentiality - correct answer<✔✔💖💖crucial to large and small deals -- risk of deal being spoiled
exclusivity - correct answer<✔✔💖💖time where a party will only negotiate with a certain other
party
