Contractual Obligations And Remedies

Summary

Flat Breads refusal to assure Enriched Flour & Grain Corporation of continuing Daily Breads contract is a repudiation, allowing Enriched to take legal action for breach. Under the UCC, sellers can stop delivery if a buyer declares bankruptcy, regardless of quantity. The UCC does not impose special standards on casual sellers and allows for reasonable terms if delivery terms are unspecified. Damages for non-delivery can be the difference between contract and market price. F.O.B. Terms determine risk of loss, and delivery defaults to the sellers location if unspecified. Unconscionable contract clauses can be challenged, and sellers can resell goods if a buyer cannot pay. The UCC governs sales of goods, requiring good faith from all parties.

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Field Farms and Gourmet Restaurant enter into a contract for a sale of produce. After Field Farms ships the lettuce but before the restaurant receives it, the buyer declares bankruptcy. The seller can stop delivery of the goods in transit a. ​only if the quantity is at least * percent of the contract amount. b. ​only if the quantity is at least a truckload. c. ​regardless of the quantity. d. ​only if the quantity is in a single “unit.”
The correct answer is:
c. ​regardless of the quantity.
Under the Uniform Commercial Code (UCC), which applies to contracts for the sale of goods in the United States, including California, the seller has the right to stop delivery of goods in transit upon learning of the buyer's insolvency, regardless of the quantity being shipped.
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The UCC imposes special business standards on casual and inexperienced sellers and buyers. a. True b. False
The correct answer is:
b. False
The Uniform Commercial Code (UCC) does not impose special business standards specifically on casual and inexperienced sellers and buyers. The UCC generally applies to transactions of goods and aims to provide a consistent legal framework across different states, including California.
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When no delivery terms are specified in a contract for a sale of goods, the contract will fail for indefiniteness. a. True b. False
The correct answer is:
b. False
Under the Uniform Commercial Code (UCC), which governs sales of goods in the United States, including California, a contract will not necessarily fail for indefiniteness if no delivery terms are specified. The UCC allows for gaps to be filled with reasonable terms based on the circumstances.
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Owen and Pablo enter into a contract for a sale of irrigation equipment. Pablo pays, but Owen does not deliver. Pablo can normally recover as damages the difference between a. ​the current prices in the parties’ locations. b. ​the actual price and the hoped-for price. c. ​any loss avoided and any profit gained. d. ​the contract price and the market price.
Pablo can normally recover as damages the difference between:
- d. the contract price and the market price.
This is based on the Uniform Commercial Code (UCC) which governs sales of goods in the United States, including California.
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Grocers Mart buys one hundred cases of berries from Hilltop Farms. The parties agree that the berries will be transported “F.O.B. Hilltop Farms” via Refrigerated Trucking Company. Refrigerated’s truck and the berries are lost in a fire following an accident. The loss of the berries is suffered by a. ​Hilltop. b. ​all of the parties as tenants in common in equal measure. c. ​Refrigerated. d. ​Grocers.
In this scenario, the term "F.O.B. Hilltop Farms" means that the risk of loss passes to Grocers Mart once the berries are delivered to the carrier, Refrigerated Trucking Company. Therefore, the loss of the berries is suffered by:
- d. ​Grocers.
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Refined Grains, Inc., agrees to sell to Sunny Cereal Company a certain quantity of refined oats each week but no mention is made of where the goods are to be delivered. In general, the UCC requires that the delivery take place at a. a neutral place of business halfway between the parties’ locations. b. ​Sunny’s place of business. c. ​Refined’s place of business. d. ​a “reasonable” place of delivery.
In general, the UCC requires that the delivery take place at:
- c. Refined’s place of business.
Under the Uniform Commercial Code (UCC), if no delivery place is specified in the contract, the default place of delivery is the seller's place of business.
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Oh! Wow! Markets, Inc., rejects a shipment of non-perishable canned turkey that does not conform to its contract with Poultry Processing Corporation, but is unable to obtain instructions from the seller. Oh! Wow! Markets can a. ​destroy the goods. b. ​reship or store the goods for the seller. c. ​cure the goods to make them conform to the contract. d. ​retain the goods without paying for them.
Oh! Wow! Markets, Inc. can:
- Reship or store the goods for the seller.
Under the Uniform Commercial Code (UCC), a buyer in possession of rejected goods has a duty to follow reasonable instructions from the seller, and if no instructions are received, they may reship or store the goods.
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Equipment Rentals Corporation (ERC) agrees to lease two backhoes to Dig & Fill Construction, Inc. Before any interest in the backhoes can pass from ERC to Dig & Fill, they must be a. ​listed in a document of title and filed in the appropriate state office. b. ​in Dig & Fill’s physical possession. c. ​in existence and identified as the goods in the contract. d. ​in ERC’s physical possession.
Before any interest in the backhoes can pass from ERC to Dig & Fill, they must be:
- c. in existence and identified as the goods in the contract.
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Stitches Corporation enters into a contract to sell denim clothing to Trend Fashion Company, which in turn sells the clothing to consumers. In contrast to standards that apply to consumers, the UCC imposes on merchants a. ​special business standards. b. ​the same overall standards. c. ​less strict legal standards. d. ​stricter ethical standards
In contrast to standards that apply to consumers, the UCC imposes on merchants:
- a. Special business standards.
The Uniform Commercial Code (UCC) places special obligations on merchants, recognizing that they have greater knowledge and experience in commercial practices.
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Stitches Corporation enters into a contract to sell denim clothing to Trend Fashion Company, which in turn sells the clothing to consumers. In contrast to standards that apply to consumers, the UCC imposes on merchants a. ​special business standards. b. ​the same overall standards. c. ​less strict legal standards. d. ​stricter ethical standards
The UCC indeed imposes special business standards on merchants (option a). Merchants are held to higher standards due to their expertise in commercial practices.
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Fact Pattern *-* Farmers Produce, Inc., and Growers Market enter into a contract for the delivery of locally grown fruits and vegetables. The parties use a standard Farmers Produce form that contains some of the terms the parties agree on but not others. Some of the produce spoils before it can be cooked, served, and eaten, or sold. Growers Market refuses to pay for the spoiled goods. Refer to Fact Pattern *-*. Farmers Produce files a suit against Growers Market, claiming that the buyer assumed the risk of the spoilage of the unsold goods. The court may allow evidence of this term if it finds that the parties’ contract is a. ​not fully integrated. b. ​fully integrated. c. ​none of the choices. d. ​a complete and final statement of their agreement.
The correct answer is:
- a. ​not fully integrated.
If the contract is not fully integrated, the court may allow parol evidence to clarify the terms that were not explicitly included in the written agreement.
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Minerals Ltd. contracts to provide several manufacturers with tin. When a cartel of tin-producing countries suddenly embargoes future shipments of tin to Minerals so that it cannot fulfill its contracts, the distributor a. ​is excused from the performance of its contracts. b. ​can substitute some other material for the tin. c. ​is liable for breach of contract. d. ​must still supply the tin needs of its customers.
Minerals Ltd. may be excused from the performance of its contracts due to the doctrine of "impossibility of performance." In this case, the embargo by the cartel makes it impossible for the distributor to fulfill its obligations.
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Safety Supply Corporation in New York sells a truckload of protective suits, masks, and other safety gear to Toxic Recovery, Inc., in Connecticut, “F.O.B. New York.” Safety Supply arranges with US Truckline to transport the goods. The cost of the transport will be paid by a. ​Toxic Recovery’s clients by an increase in the price of loss control services. b. ​Safety Supply. c. ​US Truckline. d. ​Toxic Recovery.
The cost of the transport will be paid by:
- d. Toxic Recovery.
In an "F.O.B. New York" shipment, the buyer (Toxic Recovery, Inc.) takes responsibility for the goods once they're shipped from New York, including paying for transportation.
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Clear View Company, which is based in Delaware, agrees to sell fifty windows, currently stored in Florida, to Far Sight, Inc., which is based in Hawaii. Absent an agreement to the contrary, the place of delivery is in a. ​California. b. ​Delaware. c. ​Florida. d. ​Hawaii.
The place of delivery, absent an agreement to the contrary, is:
- c. Florida.
Under the UCC, if the contract does not specify a delivery location, the default is the location where the goods are stored at the time of the contract agreement. In this case, the windows are stored in Florida.
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Global Outfitters Outlet and Holly, a consumer, enter into a contract for a sale of camping gear. If the contract includes a clause that is perceived as grossly unfair to Holly, its enforcement may be challenged under a. ​the mirror image rule. b. ​the predominant-factor test. c. ​the doctrine of unconscionability. d. ​the principle of fair trade.
The correct answer is:
- c. the doctrine of unconscionability.
Under the Uniform Commercial Code (UCC), which applies in California, a contract clause that is grossly unfair to one party may be challenged as unconscionable.
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Hydro Source Company contracts to sell pumps, tanks, and water storage systems to InFlo Irrigation, Inc. Before the goods are delivered, InFlo indicates that it will not be able to pay. Hydro Source can pursue the following relief a. ​resell the goods and recover any damages from InFlo. b. ​None of these answers are correct. c. ​require InFlo to find a buyer for the goods. d. ​force InFlo to accept and pay for the goods.
Hydro Source Company can pursue the following relief:
- a. Resell the goods and recover any damages from InFlo.
Under the Uniform Commercial Code (UCC), Hydro Source can mitigate its damages by reselling the goods and recovering the difference between the contract price and the resale price, along with any incidental damages.
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Rice River Farms, who only produces Grade A quality rice, offers to sell Sensei Sushi Restaurants, Inc., five hundred bushels of rice. Sensei responds, “We agree to buy five hundred bushels only if the rice is Grade A quality.” This statement is a. ​a counteroffer. b. ​a breach. c. ​a confirmation. d. ​an acceptance
Sensei Sushi Restaurants' response is an acceptance. Under the Uniform Commercial Code (UCC), Sensei's statement is considered an acceptance since it does not materially alter the terms of the offer, assuming Grade A quality rice was a part of the original offer.
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Jason contracts with Golf Carts Unlimited, Inc. to buy five golf carts. The contract lists the five carts as GC001, GC002, GC003, GC004, GC005. Identification a. ​requires that Jason verify his identity to take possession of the carts. b. ​will take place only when Jason pays for the golf carts. c. ​has taken place. d. ​cannot take place until the contract is reviewed by a court.
Jason's contract with Golf Carts Unlimited, Inc., has identified the specific golf carts by listing their unique identifiers (GC001, GC002, GC003, GC004, GC005), so:
- Identification has taken place (option c).
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Medical Supply Company and Health Care, Inc., enter into a contract for a sale of medical equipment and supplies. Under either a shipment contract or a destination contract, the seller must a. ​place the goods into the hands of a carrier. b. ​give the buyer any necessary documents of title. c. ​deliver the goods to a particular destination. d. ​allow the buyer to reject the goods for any reason.
The seller must give the buyer any necessary documents of title (option b). This is necessary for the buyer to take possession and ownership of the goods, regardless of whether it is a shipment or destination contract.
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Fact Pattern *-* Farmers Produce, Inc., and Growers Market enter into a contract for the delivery of locally grown fruits and vegetables. The parties use a standard Farmers Produce form that contains some of the terms the parties agree on but not others. Some of the produce spoils before it can be cooked, served, and eaten, or sold. Growers Market refuses to pay for the spoiled goods. Refer to Fact Pattern *-*. Growers Market contends that the practice in the trade with respect to payment for spoiled produce justifies its refusal to pay. Growers Market is arguing that the court should take into account a. ​the course of dealing. b. ​the course of performance. c. ​the usage of trade. d. ​none of the choices.
Growers Market is arguing that the court should take into account:
- c. the usage of trade.
Usage of trade refers to practices and methods of dealing that are commonly observed in a particular industry. This can be used to interpret contracts and fill in gaps where the contract terms are ambiguous or incomplete.
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Spuds Corporation buys from Tater Farms, Inc., a potato crop that Tater plans to plant and harvest during the next growing season. Spuds plans to sell the potatoes to Tasty Foods Restaurants. After the potatoes are planted, but before they are harvested, an insurable interest in the crop exists in a. ​none of the choices. b. ​Spuds and Tater, but not Tasty Foods. c. ​Tater only. d. ​Spuds, Tater, and Tasty Foods.
An insurable interest in the crop exists in:
- b. ​Spuds and Tater, but not Tasty Foods.
Both Spuds and Tater have an insurable interest in the potatoes because they both have a stake in the crop's success before harvest.
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Jacob offers to sell Bill a collection of baseball cards. For their transaction to be a sale under the UCC, Bill a. ​must pay the fair market value of the cards. b. ​may pay for the cards with cash, goods, or services. c. ​must pay for the cards with services. d. ​must pay for the cards in cash.
The correct answer is:
- b. may pay for the cards with cash, goods, or services.
Under the Uniform Commercial Code (UCC), a sale of goods can be made in exchange for various forms of payment, including cash, goods, or services.
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Ron, a representative for Statewide Freight Inc., delivers a receipt issued by Tina, the owner of United Warehouse, for goods in storage to World Products, Inc., a buyer of the goods. This is a. ​a warehouse receipt. b. ​a bill of lading. c. ​a destination contract. d. ​a shipment contract.
The correct answer is:
- a. ​a warehouse receipt.
A warehouse receipt is a document issued by a warehouse listing goods received for storage. It serves as proof of ownership and is transferable.
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Business Rental Corporation (BRC) and Cartage Trucking Company enter into a contract for a lease of ten hydraulic lifts. Under the perfect tender rule, BRC must ship or tender goods to the lessee that a. ​approximately conform to the contract description. b. ​substantially conform to the contract description in most details. c. ​entirely conform to the contract description except in one or two details. d. ​conform to the contract description in every way.
Under the perfect tender rule, BRC must ship or tender goods to the lessee that:
- d. ​conform to the contract description in every way.
This means BRC must deliver hydraulic lifts that exactly match the specifications in the contract.
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Curt enters into a contract with Drivers Lease Company for a three-year lease of a car. This contract is subject to a. ​Article 2A of the UCC. b. ​Article * of the CISG. c. ​none of the choices.
This contract is subject to:
- a. Article 2A of the UCC.
Article 2A of the Uniform Commercial Code (UCC) governs leases of personal property, including cars, in the United States.
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Brian, an agent for Clarion Motors, Inc., writes a letter on behalf of Clarion Motors to Dina on November * stating that he will sell her a * Subaru Outback for $*,* between November * and December *. Brian’s letter to Dina is a. ​a merchant’s firm offer. b. ​an option contract. c. ​an acceptance. d. ​none of the choices.
Brian's letter to Dina is a. a merchant’s firm offer.
A merchant's firm offer is a written promise by a merchant to keep an offer open for a specified period. Under the Uniform Commercial Code (UCC), such an offer is irrevocable for the time stated.
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Ursula buys a Verismooth boat from a Watercraft store, which agrees to keep the boat for Ursula until she picks it up. Before Ursula gets the boat, an unforeseen tornado destroys the store and the boat. The loss of the boat is suffered by a. ​Verismooth. b. the government agency that failed to foresee the tornado. c. ​Ursula. d. ​Watercraft.
The loss of the boat is suffered by:
- d. Watercraft.
Under the Uniform Commercial Code (UCC), since the store agreed to keep the boat until Ursula picked it up, the risk of loss remained with Watercraft until Ursula took possession.
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Rally Corporation enters into a contract to sell ski gear to Sno-Sports Inc., which sells a pair of the skis to Tyra, a consumer, who later sells them to Upton, another consumer. Article * of the UCC applies to the sales transactions between a. ​Sno-Sports and Tyra only. b. ​all of the buyers and sellers. c. ​Tyra and Upton only. d. ​Rally and Sno-Sports only.
Article * of the UCC applies to the sales transactions between:
- b. all of the buyers and sellers.
This is because Article * of the Uniform Commercial Code (UCC) governs the sale of goods, and it applies to all transactions involving the sale of goods, regardless of whether the parties are merchants or consumers.
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Megan, an agent for Nabob’s, a department store, orders one hundred dresses from Original Designs Inc. Absent a specific agreement between the parties to the contrary, title will pass to Nabob’s when a. ​Nabob’s pays for the dresses. b. ​Original Designs signs the contract. c. ​Original Designs physically delivers the dresses. d. ​Megan signs the contract.
Title will pass to Nabob’s when Original Designs physically delivers the dresses (option c). Under the Uniform Commercial Code (UCC), in the absence of a specific agreement, title passes to the buyer when the seller completes their delivery obligations.
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Under the UCC, prompt shipment of goods is considered an acceptance of an offer to buy the goods. a. True b. False
Yes, under the Uniform Commercial Code (UCC), prompt shipment of goods is considered an acceptance of an offer to buy the goods, as long as the shipment is conforming or the seller notifies the buyer that it is intended as an accommodation....
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Fact Pattern *-* Farmers Produce, Inc., and Growers Market enter into a contract for the delivery of locally grown fruits and vegetables. The parties use a standard Farmers Produce form that contains some of the terms the parties agree on but not others. Some of the produce spoils before it can be cooked, served, and eaten, or sold. Growers Market refuses to pay for the spoiled goods. Refer to Fact Pattern *-*. Farmers Produce responds that it did not waive payment for spoiled goods in the parties’ previous transaction. Farmers Produce is arguing that the court should take into account a. ​the usage of trade. b. ​the course of dealing. c. ​the course of performance. d. ​none of the choices.
Farmers Produce is arguing that the court should take into account:
- b. the course of dealing.
The course of dealing refers to the previous conduct between the parties that establishes a common basis of understanding for interpreting their agreement. This can help determine whether Farmers Produce waived payment for spoiled goods in the past.
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Brad buys a bulldozer from Construction Equipment Corporation, which he leases to Deep Digg, Inc. In this situation, the lessee is a. ​none of the choices. b. ​Brad. c. ​Construction Equipment Corporation. d. ​Deep Digg, Inc
The lessee in this situation is:
- d. Deep Digg, Inc.
Deep Digg, Inc. is the entity leasing the bulldozer from Brad.
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Quinn enters into a series of agreements with Reba involving a sale of a Suite Dreams Motel, including the land, building, furnishings, shares of stock in Suite Dreams Company, and a contract with Trudy to create an ad campaign. Reba suspects that Quinn may be misrepresenting the facts. The UCC Statute of Frauds governs a. ​the sale of the furnishings priced at $* or more. b. ​the sale of the land and the building. c. ​the sale of any of the property evidenced by a writing. d. ​the entire deal, including the marketer’s services.
The UCC Statute of Frauds governs:
- a. the sale of the furnishings priced at $* or more.
The UCC Statute of Frauds applies to sales of goods priced at $* or more. However, it does not govern the sale of land, buildings, or services.
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Refined Mills orders “Grade A” oats from Sweet Valley Farm to grind and sell to Town Co-op Grocery. Sweet Valley ships “Grade B” grain, which Refined Mills accepts. To recover damages for the nonconformity, Refined Mills must give notice of the breach within a reasonable time to a. ​Town Co-op. b. ​the appropriate state government agency. c. ​Sweet Valley. d. ​no one.
To recover damages for the nonconformity, Refined Mills must give notice of the breach within a reasonable time to:
- c. Sweet Valley.
This is required under the Uniform Commercial Code (UCC).
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Swift Trucking, Inc., and Trailer Rents Corporation are parties to an oral agreement for a one-year lease of six doublewides with payments totaling more than $*,*. They may satisfy the Statute of Frauds by a. ​mutually agreeing not to commit fraud. b. ​repeating the terms in a phone call. c. ​setting out the terms in a memo. d. ​shaking hands on the deal
To satisfy the Statute of Frauds for a one-year lease agreement involving payments over $*,*, Swift Trucking, Inc., and Trailer Rents Corporation should:
- c. Setting out the terms in a memo.
This written memo will serve as a sufficient legal document to satisfy the Statute of Frauds.
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Precise Parts, Inc., and Quality Auto stores enter into a contract for a sale of auto parts that meet certain specifications. Precise Parts ships goods that do not comply. Quality Auto a. ​can reject the entire shipment. b. ​cannot reject the entire shipment. c. ​must reject the entire shipment. d. ​must accept the entire shipment.
Quality Auto can reject the entire shipment if the goods do not comply with the contract specifications.
- Under the Uniform Commercial Code (UCC), a buyer has the right to reject goods if they fail to conform to the contract in any way.
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Elegant Carpets, Inc., and Fantastic Floors Stores enter into a contract for a sale of carpeting to be delivered under a shipment contract. This contract requires Elegant Carpets, the seller, to a. ​inspect the goods before shipping them. b. ​deliver the goods to a particular destination. c. ​allow the buyer to reject the goods for any reason. d. place the goods into the hands of a carrier.​
Elegant Carpets, Inc. is responsible for placing the goods into the hands of a carrier (option d). This is the requirement under a shipment contract.
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Game Source Stores are open to consumers. The UCC requirement of good faith imposes a. ​the same duty on Game Source and consumers. b. ​a higher duty on consumers than Game Source. c. ​a higher duty on Game Source than on consumers. d. ​no duty on either Game Source or consumers.
The UCC requirement of good faith imposes:
- a. ​the same duty on Game Source and consumers.
The Uniform Commercial Code (UCC) requires both parties in a commercial transaction to act with honesty and fairness in their dealings.
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