MODS
the only thing the UCC requires for modification of a contract
what is consideration?
true or false: settlement of a legal claim or defense that proves to be invalid can qualify as consideration
what is true? (requires either that the claim/ defense was doubtful (e.g., due to uncertain law or facts) or the promising party believed in good faith that the claim or defense was valid
damages meant to compensate the non breaching party for actual economic losses
what are compensatory damages?
the reasonable- person standard is generally used to determine whether a condition is satisfied. But if aesthetic taste is involved, a ________ standard is used (i.e., a claim of dissatisfaction must be honest and made in good faith, but it need not be reasonable).
what is subjective?
loss in value+ other loss- cost avoided- loss avoided
what is expectation damages?
under common law, a modification generally requires new _____________
what is consideration
true or false: courts often find consideration in a promise to perform a pre- existing duty if the promisor gave something in addition to what was already owed or varied the preexisting duty in some way
what is true? (but without the additional or varied performance, the common law preexisting duty rule instructs that a promise to perform a preexisting duty is not consideration)
damages meant to put the non breaching party in the same position as if the contract had been performed
what are expectation damages?
this doctrine does not allow a party who fails to fully perform a condition precedent to require the other party's obligation to perform if the condition is express, but does allow it if it is an implied or constructive condition precedent
what is the doctrine of substantial performance?
for sellers: expenses the buyer incurred in inspection, receipt, transportation, care, and custody of goods rightfully rejected + cover expenses + any other reasonable expenses
for buyers: expenses the seller incurred in stopping delivery + expenses in the transportation, care, and custody of goods after the buyer's breach + expenses in connection with the return, or the resale of goods + expenses otherwise resulting from the breach
what are incidental damages?
though consideration is generally required for modifications to a common law contract, it is not required when the existing contract is rescinded, and a _____ contract is made
what is new?
a type of inadequate consideration that takes the form of a promise that essentially pledges nothing- either because it is vague or because the promisor can choose whether to honor it- & it is not legally binding
what is an illusory promise?
damages that arise out of special circumstances unique to the parties to the contract
what are consequential damages?
the UCC requires perfect tender except for __________ contracts or when the parties agree otherwise
what is installment?
the difference between the value of the goods accepted and the value as warranted. repair costs are often used to determine this difference in value
what are UCC breach of warranty damages?
though consideration is generally required for modifications to a common law contract, it is not required when there are unanticipated difficulties, and modification is ____ and equitable
what is fair?
while historically viewed as inadequate, the modern trend is to enforce certain promises involving ____ consideration under the material benefit rule
what is past?
damages that may be awarded as compensation for commercially reasonable expenses incurred because of the other party's breach
what are incidental damages?
if the party whose duty is subject to a condition wrongfully prevents the condition or interferes with its occurrence, then the condition is _______ and the interfering party has an absolute duty to perform
what is excused?
damages for failure to perform this type of contract are measured by the difference between the contract price and the market value. Damages for late delivery are equal to the fair market rental value
what are real estate (contracts)?
though consideration is generally required for modifications to a common law contract, it is not required when there are new obligations on ____ sides
what is both?
true or false: a party generally cannot challenge a contract on the grounds that consideration is inadequate because consideration need not have economic value, and even a promise that is voidable or unenforceable by rule of law can qualify as consideration
what is true?
damages stipulated in advance that are meant to reflect a reasonable estimate of the actual damages that would flow from a breach
what are liquidated damages?
under the UCC, the right to reject is determined by a "________ conformity" standard, which allows the buyer to reject the shipment or cancel the contract in certain circumstances
what is substantial? (under this standard, the buyer may reject the shipment if the nonconformity substantially impairs the value of that shipment to the buyer and cannot be cured or cancel the contract if the nonconformity substantially impairs the value of the entire contract)
damages for defective _____ are generally measured by the cost of correcting the defect
what is construction?