Modifications
Is consideration required to modify a contract at common law?
Yes — unless there are unforeseen circumstances or new consideration is provided.
What is duress in contract law?
An improper threat that leaves the other party with no reasonable alternative.
What is misrepresentation?
A false statement of material fact that induces another to enter into a contract.
Is silence enough to establish misrepresentation?
Generally no — unless there’s a duty to speak.
What is undue influence?
When a party is unfairly persuaded due to a position of trust or dominance.
Is consideration required to modify a contract under the UCC?
No — good faith modifications are enforceable without new consideration.
What is economic duress?
When one party threatens economic harm to force modification or agreement.
What are the elements of fraudulent misrepresentation?
False statement, intent to induce, knowledge of falsity, justifiable reliance, and damages.
When does a duty to disclose arise?
When there is a fiduciary relationship, half-truths, or known material facts the other party can't discover.
What is procedural unconscionability?
Unfairness in the bargaining process, like fine print or surprise terms.
What is the pre-existing duty rule?
A promise to do what one is already legally obligated to do is not valid consideration.
What is the effect of duress on a contract?
The contract is voidable by the party under duress.
What is the difference between fraud and innocent misrepresentation?
Fraud involves intent to deceive; innocent misrepresentation does not.
What is concealment?
Active efforts to hide a material fact — treated like misrepresentation.
What is substantive unconscionability?
One-sided or oppressive terms that shock the conscience.
How can the pre-existing duty rule be avoided?
By changing the duties or obligations, rescinding the contract first, or modifying under the UCC.
Can a contract be ratified after duress?
Yes — if the party continues performance with knowledge of the duress.
When is misrepresentation grounds to void a contract?
When it is material and the party justifiably relied on it.
What is the effect of nondisclosure when there is a duty to speak?
The contract is voidable for misrepresentation.
What can courts do if they find a contract unconscionable?
Refuse to enforce the contract, sever the clause, or limit its application.
What is required for a modification to be enforceable under UCC?
The modification must be made in good faith.
What distinguishes economic duress from hard bargaining?
Economic duress involves a wrongful threat and lack of a reasonable alternative.
What if a party doesn’t know a statement is false?
It may still be misrepresentation if the statement is material and relied upon.
What is justifiable reliance?
When a party relies on a statement in a way that is reasonable under the circumstances.
What’s the overall test for unconscionability?
A combination of unfair process and unreasonably harsh terms.