WV Bar Contracts and UCC 2 — Questions and Answers
Question 1: The battle of the forms under UCC § 2-207 provides that additional terms in an acceptance between merchants become part of the contract unless they:
- Differ slightly from the offer
- Materially alter the agreement (Correct answer)
- Are included in the original offer
- Are written rather than oral
Correct answer: Materially alter the agreement
Under UCC § 2-207(2), additional terms between merchants become part of the contract unless they materially alter it, the offer limits acceptance to its terms, or timely objection is made.
Question 2: Which type of damages seeks to put the non-breaching party in the position they were in before the contract was made?
- Expectation damages
- Consequential damages
- Reliance damages (Correct answer)
- Restitution damages
Correct answer: Reliance damages
Reliance damages compensate the non-breaching party for out-of-pocket expenses incurred in reliance on the contract, restoring the pre-contract position.
Question 3: Under West Virginia law, anticipatory repudiation occurs when a party:
- Fails to perform on the due date
- Unambiguously indicates in advance it will not perform (Correct answer)
- Requests a modification of contract terms
- Delays performance without excuse
Correct answer: Unambiguously indicates in advance it will not perform
Anticipatory repudiation requires a clear and unambiguous statement or conduct before performance is due indicating the party will not perform its contractual obligations.
Question 4: An enforceable liquidated damages clause must represent:
- A penalty designed to deter breach
- A reasonable pre-estimate of actual damages difficult to calculate (Correct answer)
- The maximum possible damages recoverable
- The breaching party's lost profits
Correct answer: A reasonable pre-estimate of actual damages difficult to calculate
Liquidated damages clauses are enforceable when they represent a reasonable forecast of actual damages and when actual damages would be difficult to ascertain.
Question 5: The doctrine of promissory estoppel may enforce a promise without consideration when the promisor:
- Made the promise in writing
- Should have reasonably expected detrimental reliance by the promisee (Correct answer)
- Received some nominal consideration
- Made the promise before witnesses
Correct answer: Should have reasonably expected detrimental reliance by the promisee
Promissory estoppel requires a clear promise, reasonable and foreseeable detrimental reliance by the promisee, and injustice that can only be avoided by enforcement.
Question 6: Under the UCC perfect tender rule, a buyer may reject goods that:
- Arrive one day late
- Fail to conform to the contract in any respect (Correct answer)
- Are slightly below market quality
- Have minor cosmetic defects only
Correct answer: Fail to conform to the contract in any respect
UCC § 2-601 gives the buyer the right to reject goods that fail to conform to the contract in any respect, reflecting the perfect tender rule.
