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yes
Is it a good under UCC:
a manufactured home, that could be moved with little damage to the home
void
Valid vs Void vs Voidable vs Unenforceable
Example: contract to commit a crime.
voidable
Valid vs Void vs Voidable vs Unenforceable
Usually protects someone vulnerable (minor, fraud victim, duress victim, etc.).
statute of frauds
When does a contract HAVE to be in writing to be enforceable?
And if there is a writing, can people still bring in oral evidence?
____ ___ ____ (when writing required)
parol evidence rule
When does a contract HAVE to be in writing to be enforceable?
And if there is a writing, can people still bring in oral evidence?
____ ______ ____ (when oral evidence allowed)
written, no
MY LEGS: Executor
If executor promises to pay estate debt with their own money → must be _____.
If paying from estate funds → ___ writing required
quantity, signature
MY LEGS: Goods
Only _____ + ____ needed (not full details).
personal benefit
MY LEGS: Suretyship (pay someone else’s debt) EXCEPTION
If main purpose is ____ _____ → may NOT need writing
(main-purpose rule)
Example:
Dad guarantees son’s loan so family business survives → may not need writing.
MY LEGS
Does this contract need to be in writing?
Use:
___ ____ test
oral, written
Does Statute of Frauds apply?
Ask:
Is it MY LEGS?
If no → ___ contract fine
If yes → must be ____ (unless exception)
NOT, allowed
If writing exists + someone adds oral terms
Apply parol evidence rule:
Was oral statement:
before or during writing → usually __ allowed
after writing → ____
Then check exceptions.
paid, accepted
staute of frauds exception
Even if a contract should be in writing, it can still be enforced if:
Goods are ___ for and _____
outside
Is this within or outside the Statute of Frauds?
Lifetime / indefinite contracts
outside
Is this within or outside the Statute of Frauds?
Ex: Marissa agrees to sell eggs from her chickens to Stanley for as long as Stanley continues living next door to her.
within
Is this within or outside the Statute of Frauds?
If Stanley agreed to buy an acre of Marissa’s backyard (including the chicken coop and chickens) and run his own egg farm operation?
within
Is this within or outside the Statute of Frauds?
Prenups
within
Is this within or outside the Statute of Frauds?
“I’ll do X if you marry me”
outside
Is this within or outside the Statute of Frauds?
Juan agrees to do Stephanie’s taxes for $550 every year for as long as Stephanie remains in business?
Lucy v. Zelmer
Important Cases Relating to Offers:
____v._____
Intent determined by reasonable person standard
Lefkowitz v. Great Minneapolis Surplus
Important Cases Relating to Offers:
_______v._____________
Advertisements are generally not offers
precedent
Circumstances resulting in discharge:
Occurrence or nonoccurrence of a condition.
Condition types: _____ (without occurrence, no duty to perform)
subsequent
Circumstances resulting in discharge:
Occurrence or nonoccurrence of a condition.
Condition types: ________ (if such event occurs, duty to perform goes away)
concurrent
Circumstances resulting in discharge:
Occurrence or nonoccurrence of a condition.
Condition types: _____ (duty to perform simultaneously)
express
Circumstances resulting in discharge:
Occurrence or nonoccurrence of a condition.
Condition types: _____ (stated in K)
implied
Circumstances resulting in discharge:
Occurrence or nonoccurrence of a condition.
Condition types: _____ (not spelled out, but understood by both parties due to type of K)
implied warranty of merchantability
Warranties (Chapter 25)
____ ______ ___ _______
Exist when goods purchased from merchant
fitness for a particular purpose
Warranties (Chapter 25)
Implied warranty of ____ ___ __ ____ ____
Where seller knows/has reason to know that a product will be used for some reason,
the buyer relies on seller's expert representation (see UCC 2-315)
Eg: mechanic recommends tires for use in snow
implied warranty of title
Warranties (Chapter 25)
____ ___ __ ____
Comes in every sale unless expressly disclaimed. Express disclaimer must truly be
express—cannot leave buyer wondering.
possess
You pass on the title you _____
good title
Third party purchasers acquire ____ ____ if they make a good-faith purchase for value AND the seller held good title OR voidable title
owner’s, buyer
If owner entrusts possession of goods to a merchant who deals in goods of that kind, merchant can transfer ____ rights in the goods to a ____ in the ordinary course of business
offer, acceptance, consideration, agreement
A valid contract needs:
👉 O A C A
merchantability
Ex: The product is defective/doesn’t work at all
That triggers: Implied Warranty of ________
D. All of the above
Which of the following is not valid consideration under contract law?
A. promise that depends entirely on the promisor’s own discretion, such as “I’ll buy your car if I feel like it.”
B. A promise to pay someone for work they already completed last month.
C. A police officer accepting money to make an arrest they are already legally required to make.
D. All of the above
A. Before the delivery date, a supplier emails the buyer stating they “will not be able to deliver the goods as promised” because market prices have doubled.
Which of the following best illustrates anticipatory repudiation under contract law?
A. Before the delivery date, a supplier emails the buyer stating they “will not be able to deliver the goods as promised” because market prices have doubled.
B. A party delays performance by one day due to shipping problems but still intends to perform.
C. A contract is fully performed by both parties, but one later regrets the deal and wishes they hadn’t signed.
D. A buyer asks whether the seller might consider delaying delivery by one week.
B. An implied warranty arises automatically, even if not stated in the contract.
Which of the following statements about warranties under the UCC is true?
A. An express warranty must always be in writing to be enforceable.
B. An implied warranty arises automatically, even if not stated in the contract.
C. Warranties are merely opinions or “puffing” by the seller and cannot create liability.
D. A warranty only applies when both parties are merchants.
C. A person who regularly deals in goods of the kind involved in the transaction or holds themselves out as having special knowledge or skill about those goods.
Under the UCC, which of the following best defines a merchant?
A. Any person who occasionally sells personal property, such as a used couch or car.
B. A buyer who purchases goods for personal, family, or household use.
C. A person who regularly deals in goods of the kind involved in the transaction or holds themselves out as having special knowledge or skill about those goods.
D. Anyone who sells goods worth more than $500.
within
Does this fall within or outside statute of frauds?
MY LEGS: Year
Work for 3 years at $60,000/year
outside
Does this fall within or outside statute of frauds?
Ex: “Work until this project is done”
outside
Does this fall within or outside statute of frauds?
Ex: Paint house (no time stated)
no, yes
“Is there ANY way this could be finished within 1 year?”
If __ → writing required
If ___ → writing NOT required
don’t
You agree to pay someone $50 to mow your lawn
They show up and say: “Actually I want $80 now”
Are they doing anything extra? ❌
Were they already obligated? ✅
You (do/don’t) have to pay the extra
consideration
No new _________ = no enforceable modification
UCC
UCC vs Common Law
Selling a car
common law
UCC vs Common Law
Hiring someone to paint
common law
UCC vs Common Law
Consulting services
UCC
UCC vs Common Law
Selling clothes
required, legal
Consideration =
Doing something you weren’t _____ to do
OR giving up a ____ right
punitive
“Reprehensible conduct” = ___ damages
punitive
“Extra money to punish bad behavior” = _____ damages
lose, win
“Who should’ve known better?”
If it’s YOU → you ___
If it’s THEM → you ___
can’t
Under the UCC, once you accept goods, you generally:
(CAN/CAN’T) reject them later
express
An ____ warranty is created when a seller makes a specific factual claim about a product
NOT just opinion or hype
express warranty
Express warranty or sales puffing
“Fit, ready to take on the highways”
sales puffing
Express warranty or sales puffing
“This is a great car!”
sales puffing
Express warranty or sales puffing
“Best deal ever!”
agreement
Rule for modifications:
Even under the UCC:
You don’t need consideration
BUT you DO need _____/consent
delivery
Default UCC rule:
Seller keeps risk until ____
buyer
When the buyer takes control (or refuses delivery and handles it himself):
Risk of loss shifts to the ____
some, seller
Voidable title = something is “wrong” with how the buyer got the goods
BUT:
The buyer still has ___ title
It can be undone by the ____
good
Under the UCC:
A BFP gets ____ title
paid for, accepted
Even if a contract should be in writing, it can still be enforced if:
Goods are ___ and ___
offer
Ad + specific terms + ‘first come first serve’ = ____
fitness for particular purpose
Example:
“I need a blender for industrial ice crushing”
👉 Triggers: Implied Warranty of _______