Contracts: General Study Questions and answers.

STUVIA 2024/2025
- IWM: this would not disclaim the IWM because it does not explicitly say "merchant" or "as is."

-IWF: This would sufficiently disclaim the IWF.

Express warranty:

R: express warranties are interpreted in the context of the k for consistency → but if there is a
contract that has an express warranty and another part of the contract is a disclaimer of that express
warranty, the tie goes to the express warranty. - ✔✔exclusion example: "Seller hereby disclaims all
warranties, express or implied."

what warranties are excluded?

-an unbargained for reliance as a sub for consideration;
-promissory estoppel to prevent an offeror from revoking an offer. - ✔✔2 situations of general
promissory estoppel

-CL (Maj): these clauses are not effective, general policy that people can modify as they see fit.

-UCC: allowed but heavily qualified: must be expressly stated, waivable, retract the waiver. - ✔✔"no
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oral modification" clause

-collateral agreements
-evidence offered to explain/interpret written terms;
-evidence of agreement subsequent to the execution of the written document;
-evidence introduced to invalidated the k: fraud, duress, mistake, incompetence);
-scrivener's error (narrow); - ✔✔exceptions to the parol evidence rule (that allow admission)

-doctrine of impracticability applies;
-non-material condition and the excuse is necessary to avoid disproportionate forfeiture.
-Non-material condition and the condition was waived by the parties protected (promise to perform
notwithstanding the occurrence of the condition).
-Condition (material or not) waived and consideration paid for the waiver.
-Condition (material or not) waived, and detrimental reliance (PE elements satisfied).
-Doctrine of prevention applies: a condition is excused if the promisor so wrongfully hinders or
prevents the condition from occurring. - ✔✔excuse of an express condition

-fraud in fact: the parties were induced to enter the k because one party misrepresented a term.




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-fraud in the inducement: not about what a clause said, but rather what else D said. - ✔✔[parol
evidence rule] admissibility of evidence of fraud

-generally must be stated in unambiguous language;
-courts prefer an interpretation that it is a promise rather than a condition in order to reduce the risk of
forfeiture.
-language of "if" ; "Unless and until"; "provided that"; "on the condition that"; "subject to." -
✔✔express conditions

-Modifications are enforceable without consideration.
-But still are subject to the requirements of good faith.
(a) roth steel test
(b) Most important consideration here → performance of the k has come to involve a substantial loss.
- ✔✔UCC Modification

-performance, interactions, discussions of the parties;
-clearly drafted merger clause (strong evidence of full integration under this approach) - ✔✔How do
you determine the intent of the parties under the liberal approach to the parol evidence rule?

-promise to keep an offer open; and
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-consideration (**separate from the consideration paid for in the agreement) - ✔✔Elements of an
option k

-Restrictive view: (plain meaning) evidence of prior negotiations may be used for the interpretation
only upon a finding that some language in the k is unclear, ambiguous, or vague (patent ambiguity).

-*Corbin view: considers all evidence to determine its relevance to the parties' intent and then applies
the parol evidence rule to exclude from consideration only the evidence that contradicts or varies the
meaning of the agreement. - ✔✔2 different views on the admissibility of explanatory evidence [parol
evidence rule]

-The meaning of a word in a series is affected by the others in the same series or by its immediate
context.
-If one+ terms are listed, other terms of similarity are thought to be excluded on purpose.
-An interpretation that makes the contract valid is preferred to one that makes it invalid.
-Handwritten or typed provisions control printed provisions.
-Interpret contract as a whole (context)
-Purpose of the parties: purpose of parties should be given great weight in determining the meaning
to be given to manifestations of intention.
-Specific provision is an exception to a general one.


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[fallback provisions if it is still not conclusive]:

-If a written contract contains a word/phrase which is capable of 2 reasonable meanings, one of which
favors one party and the other favors the other, that interpretation will be preferred which is less
favorable to the drafter. - ✔✔interpretive principles

-the parties have intended to make a k; AND
-there is a reasonably certain basis for providing remedy. - ✔✔UCC: even if one or more terms is left
open, a k for sale does not fail for INDEFINITENESS IF: (2)

-Was reliance detrimental?

-Was promisee's reliance reasonable under the circumstances?

-Is the reliance of a definite and substantial character in relation to the remedy sought?

-What level of formality did the promise involve? - ✔✔Factors to consider for regular Promissory
estoppel injustice element
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-When the opinion is not honestly held (159 comment d).
-When the person making the assertion does not know facts justifying the opinion of does know facts
that are incompatible with the opinion (168(2)).
-When there is a relationship of trust and confidence (189).
-When it appears that the person giving the opinion has superior skill (169).
-When the person relying on the opinion is particularly susceptible (169). - ✔✔circumstances in
which statements of opinion may provide a basis for satisfying the justified reliance element for
misrepresentation (5)

-whether the parties had an intent to be bound, even if some terms were left open.
-a k for the sale of goods may be made in any manner sufficient to show agreement. - ✔✔UCC
Contract formation

"a person who deals in goods of the kind or otherwise by his occupation holds himself out as having
knowledge or skill peculiar to the practices or goods involved in the transaction." - ✔✔UCC
"merchant"

"any symbol executed or adopted by a party with present intention to authenticate a writing." -
✔✔UCC "signed"



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"includes printing, typewriting, or any other intentional reduction to tangible form." - ✔✔UCC
"written/writing"

(1) "vanilla": two parties exchange standard forms, and the second form has additional or different
terms.
(2) written confirmation: a k has already been formed, but the offeree sends a written confirmation
containing additional or different terms. - ✔✔UCC battle of the forms governs what two situations?

(1) Damages must be foreseeable as the probable result of breach at the time of k.
(2) Damages must be a natural and proximate consequence of the breach (causation).
(3) Damages must be proven with reasonable certainty. - ✔✔Summary of limitations on damages (3)

[(Market Price or Cover Price) - Contract Price] + Incidental and Consequential Damages - Expenses
Saved as a result of breach. - ✔✔If seller fails to deliver or buyer rightfully rejects goods → Damages
=

[CrabTree Rule] Yes, if:
1. the docs taken together have all of the essential terms (price, quantity, names, etc.);
2. at least one of the docs is signed by the party to be charged;
3. the unsigned doc shows on its face that it relates to the same transaction; and
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4. the evidence shows assent to the unsigned writing (parol evidence may be introduced to show
assent). - ✔✔May two or more documents be combined to form a memo that complies with the
SOF?

[for determining whether the parties intended to reduce their agreement to a future writing:
1. Whether the parties have manifested their intention to be bound or not to be bound in their
preliminary writing(s)?

2. Whether the type of agreement involved is one usually put into writing;

3. Whether the agreement contains few or many details;

4. Whether it involves a large or small amount of money;

5. Whether negotiations show that a formal contract is required for completion;

6. When in the process the negotiations were abandoned;

7. Whether the party seeking to disclaim a contract gave assurances that induced the other party's
reliance on the anticipated transaction. - ✔✔Quake Factors


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