Defenses to enforceability Practice Questions

Q: Using only the supplied file and legal resources, prepare an objective memorandum assessing whether Stone substantially performed, how Apex may calculate or withhold damages for the flooring and missing sink, and what Apex should do before hiring a replacement contractor.

A strong memorandum should conclude that Stone has a substantial argument for substantial performance because most structural work is complete and the clinic is largely functional, although the missing sink is a meaningful defect. The flooring analysis should distinguish Apex's contractual interest in color uniformity from the disproportionate $85,000 replacement cost and absence of functional or market-value loss. The sink's $12,000 installation cost is more likely recoverable because it supplies expressly promised functional performance without comparable economic waste. Apex should permit Stone's proposed sink cure because both the contract and Authority 2 require a reasonable cure opportunity and limit avoidable damages. The memorandum should advise against withholding the entire remaining payment without tying the withheld amount to supportable defect damages.

Question 1

Using only the supplied file and legal resources, prepare an objective memorandum assessing whether Stone substantially performed, how Apex may calculate or withhold damages for the flooring and missing sink, and what Apex should do before hiring a replacement contractor.

Question 2

Question 3

Question 4

Question 5

Question 6

A produce wholesaler and a grocery store orally agreed that the wholesaler would sell the store 500 crates of oranges for $8,000, with delivery within two weeks. That same day, the store's manager sent the wholesaler a signed memo confirming the quantity, price, and delivery date. The wholesaler received the memo, read it, but did not respond. Three days later, the wholesaler refused to deliver, and the store sued for breach. The wholesaler contends the oral agreement is unenforceable under the Statute of Frauds because it never signed any writing. Both parties are merchants. Which of the following is the strongest conclusion concerning enforceability?

Accepted Answer

The contract is enforceable against the wholesaler because it received a signed confirmatory memo sufficient against the sender and failed to object in writing within ten days.

Answer

The contract is unenforceable because the Statute of Frauds requires a writing signed by the party against whom enforcement is sought.

Answer

The contract is enforceable because oral agreements for the sale of goods are enforceable regardless of price when both parties are merchants.

Answer

The contract is unenforceable because the store's memo was not signed by the wholesaler and therefore cannot satisfy the Statute of Frauds as to the wholesaler.

Question 7

A restaurant contracted with a commercial-equipment company to provide and install a walk-in freezer. The written agreement allocated $32,000 to the freezer and $3,000 to installation, which the company routinely performs for its equipment customers. After signing, the parties orally agreed that the company would install upgraded shelving for an additional $1,500. The restaurant later refused to pay the additional amount, arguing that the modification was unenforceable because the company supplied no consideration beyond its existing contractual duties. Both the original agreement and the modification were commercially reasonable and made in good faith. The restaurant has not raised any writing requirement. Which of the following best states the governing law and the effect of the consideration argument?

Accepted Answer

Article 2 governs because goods predominate, and the modification does not require consideration if made in good faith.

Answer

Article 2 governs, but the modification requires new consideration because installation services were included in the original agreement.

Answer

Common law governs because the freezer was installed, and the modification fails for lack of new consideration.

Answer

Common law governs, but the modification is enforceable because every commercially reasonable modification supplies consideration.

Question 8

A restaurant hired a commercial-kitchen company to design and install a custom ventilation system for $80,000. The written agreement allocated $28,000 to a base ventilation unit and related components and $52,000 to custom design, fabrication of unique ductwork, installation, and testing. The company's engineers had to design and build the ductwork specifically for the restaurant's irregular kitchen layout, rather than supplying standard products. After installation, the restaurant alleged that the system did not conform to the agreement. The company argued that common-law substantial-performance principles governed because its engineers had performed extensive design and installation services. The restaurant argued that Article 2 governed and permitted rejection for nonconformity. The agreement contains no choice-of-law provision. Which of the following best identifies the law governing the transaction?

Accepted Answer

Common law governs because the transaction's predominant purpose was the company's custom design, fabrication, and installation services, despite the accompanying equipment.

Answer

Article 2 governs because any agreement involving standardized equipment is automatically treated as a sale of goods.

Answer

Article 2 governs because the equipment remains movable personal property even after attachment to the building.

Answer

Common law governs only the installation price, while Article 2 necessarily governs the equipment price as a separate contract.

Defenses to enforceability — MCQs

Defenses to enforceability — MCQs

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