The Bargain Relationship I

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1.
Вопрос 1 2
In Embry v. Hargadine, McKittrick Dry Goods Co. (the “Manifestation of Mutual Intent” case), did
McKittrick, the President, agree to renew Embry’s contract when he said, “Go ahead, you are all
right; get your men out and do not let that worry you”? Why or why not?

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2.
Вопрос 2 4
Which of the following facts from Lucy v. Zehmer (the “Joking Offer” case) support the conclusion
that Lucy and Zehmer formed a binding contract?

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3.
Вопрос 3 1
A lumber store sends a letter to a carpenter offering to sell her birch wood at $3.50 per board foot.
The letter concludes, “this offer will stay open for ten days.” Two days later she calls the lumber
store and they tell her that the price has gone up to $4.00 per board foot. Which price is valid?

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4.
Вопрос 4 2
Consider the following hypothetical:

A farmer was exercising his fine registered Belgian stallion in a field adjacent to the road when he
was addressed by an unkempt ragged tramp that was walking by. After the tramp had asked some
questions about the horse's age, breeding, etc., he asked the farmer, "How much will you take for
him?" The farmer smilingly replied, "I'll sell him for $200 cash." "All right," replied the tramp, "I'll take
him." At the same time he handed the horse's owner an envelope. When the envelope was opened
it was found to contain ten new $20 bills. The farmer immediately tendered the money back to the
tramp saying, "I had no idea you had so much money. This horse is not for sale. He would bring
$2,000 on the auction block. It's impossible for me to let you have him for $200." But the tramp
refused to accept the money, and insisted that he had bought the horse.

Would the farmer be bound to the sale under the objective theory? How about under Sharp’s
reliance approach?

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5.
Вопрос 5 1
Imagine a similar hypothetical:
A woman is exercising her racehorse in a field adjacent to the road when she was addressed by an
unkempt ragged tramp that was walking by. After the tramp had asked some questions about the
horse's age, breeding, etc., he asked the owner, "How much will you take for him?" The owner
smilingly replied, "I'll sell him for $200 cash." “I’ll take the deal,” the tramp said. “Can I get you the
cash tomorrow?” “Of course,” the owner replied. The tramp found and hired a championship jockey
and rented a stable—paying the first month of the jockey’s salary and the first month’s rent on the
stable up front. The tramp then returned and handed the horse's owner an envelope. When the
envelope was opened it was found to contain ten new $20 bills. The owner immediately tendered
the money back to the tramp saying, "I had no idea you had so much money. This horse is not for
sale. He would bring $2,000 on the auction block. It's impossible for me to let you have him for
$200." But the tramp refused to accept the money, and insisted that he had bought the horse.

Would the owner be bound to the sale under the objective theory? How about under Sharp’s reliance
approach?

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6.
Вопрос 6 2
Jose sees an ad offering “Sale this Sunday: DVDs up to 50% off or more!” He goes to the store on
Sunday, but they refuse to sell him DVDs for anything less than list price. Does he have a claim for
breach of contract?

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7.
Вопрос 3
Which of the following ads would Justice Murphy, using his reasoning in Lefkowitz (the “Ambiguous
Offer” case), be most likely to consider an offer?

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8.
Вопрос 8 1
Pat submits her advertisements to the newspaper weeks in advance, long before she knows what
she will have in stock on a certain day. If she wants to avoid liability when customers show up at her
store and she doesn’t have what was advertised, what sort of wording should she use in the
advertisements?

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9.
Вопрос 9 3
Which of the following facts did the court in Leonard v. PepsiCo (the “Harrier Jet Ad” case) say
shows that an objective, reasonable person would not have considered the ad to be an offer?

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10.
Вопрос 10 2
Katy sees a poster taped to a tree. The poster features a photograph of an adorable Labrador
puppy; in huge print surrounding the photograph are the words “PUPPY LOST! $1000 REWARD!”
Listed, as well, is the phone number of the owner. Katy sees playing in the street a puppy who looks
similar to the dog in the photograph, and calls the owner, who comes immediately to the location and
scoops up his pet. Katy asks for her reward, and the owner refuses to provide it. Applying the court’s
reasoning in PepsiCo (the “Harrier Jet Ad” case), will Katy recover?

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The Bargain Relationship II
ОБЩИЙ БАЛЛ 10
1.
Вопрос 1
How did the plaintiffs (the roofing company) in Ever-Tite Roofing Co. v. G.T. Green accept the
defendants’ offer and enter into a contract to re-roof the house?

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A. The plaintiffs never accepted the defendants’ offer

B. Written acceptance by the company’s sales representative

C. Written acceptance by a principal or authorized officer of the company

D. By commencing performance of the work

2.
Вопрос 2
What remedy did the court order in Ever-Tite Roofing Co.?

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A. Expectation damages

B. Expectation damages and attorney’s fees

C. Reliance damages

D. No damages

3.
Вопрос 3
What was the consideration in Carlill v. Carbolic Smoke Ball?

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A. There was no consideration

B. The money that the defendants would get from increased use of the smoke balls
C. The inconvenience of using the smoke ball

D. B and C

4.
Вопрос 4
Alice tells Bob that she’ll be out of town the week after next. If he mows her lawn while she is gone,
she will give him $20. However, if he cannot mow her lawn, she will need to find someone else. She
asks him to let her know whether he is accepting her offer before she leaves town. Is this an offer for
a unilateral or bilateral contract?

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A. Unilateral

B. Bilateral

5.
Вопрос 5
Did the court rule that Wilson & Co. had accepted Ammons’s order to buy shortening in R.L.
Ammons v. Wilson & Co. (the “K.C. Shortening” case)?

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A. Yes, the court ruled that Wilson & Co. had explicitly accepted the order when Ammons sent it in
through the traveling salesman, Tweedy.

B. Yes, the court ruled that Wilson & Co. had implicitly accepted the order by waiting twelve days to
reject it.

C. No, the court ruled that no contract existed because Wilson & Co. had never accepted the order.

D. The court ruled that the jury would have to decide whether Wilson & Co. had implicitly accepted
the order.

6.
Вопрос 6
Bob signs a credit card agreement with ABC Bank. A couple of years later, ABC Bank mails a notice
to Bob’s address, which clearly states that six months hence, the Bank will increase the finance
charge on his account and that Bob can write back to reject the change. Bob does not see the
notice. ABC Bank mails an additional notice three months later. Bob throws away the envelope
unopened, assuming it’s junk mail. The new terms go into effect as scheduled. The original
agreement Bob signed had a provision allowing the Bank to change the terms after giving the
cardholder notice. Is Bob bound by ABC Bank’s increased finance charge?

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A. Under the Long holding (discussed in the Beneficial Bank reading), no, because acceptance of

the change to the finance charges cannot be based solely on Bob’s failure to opt out of those
changes.

B. Under the Long holding, it is unclear, because that case discussed arbitration clauses, not
changes to finance charges.

C. Under the Beneficial Bank (the “Unilateral Credit Card Change” case) holding, yes, because he
did not write back to the Bank to opt out.

D. Under either holding, no, because he did read the notice of changes.

E. Both B and C are correct.

7.
Вопрос 7
Under the Restatement (Second) of Contracts, which of the following do not take effect at the time
they are received?

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A. Offers

B. Revocations

C. Acceptances for contracts that are not option contracts

D. Acceptances for option contracts

E. Both A and C.

8.
Вопрос 8
Which one of the following methods of acceptance is valid under the Restatement (Second)?
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A. A mailed letter indicating acceptance of an offer letter. The acceptance letter was lost in the mail.

B. A mailed letter indicating acceptance of an options contract. The acceptance letter was lost in the
mail.

C. A mailed letter indicating acceptance of a telegram marked “Highly urgent, response required
immediately.”

D. None of the above.

9.
Вопрос 9
1. Which of the following could be justifications for the mailbox rule, as stated in Section 63 of the
Second Restatement?

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A. The mailbox rule sets the default against the offeror because the offeror is master of the offer and
empowered to alter it.

B. The offeror should not be bound until she is aware the offer has been accepted.

C. Requiring more confirmations is probably a waste of social resources.

D. All of the above.

E. Both A and C.

10.
Вопрос 10
Party X mails Party Y an offer to remodel Party Y’s house.

Party Y receives Party X’s offer and sends a counteroffer by mail.

An hour after dropping the counteroffer in the mailbox, Party Y has a change of heart and decides to
accept Party X’s offer.

Party Y writes a letter accepting the initial offer and drops it in the mailbox.
Can Y’s acceptance be valid?

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A. Yes, the mailbox rule means that Party Y’s acceptance took effect when Y mailed it to Party X.

B. Yes, Party Y’s acceptance will be valid if Party X receives the acceptance before the counteroffer.

C. No, a counter-offer terminates the power of acceptance when it is sent by mail.

The Bargain Relationship III
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1.
Вопрос 1 NO
Susan offers to paint the outside of Sam’s house for $2,800. Sam says, “I’d accept your offer if you
painted the outside of my house plus my kitchen for $3,000?” Susan says, “No, my team does not
paint kitchens.” A day later, Sam calls Susan and says, “I’ve changed my mind—I accept your earlier
offer.” However, Susan has had several new clients come in and replies that she can no longer fit
Sam’s house into her schedule. Is Susan bound by her offer?

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2.
Вопрос 2 D
Is the Mirror Image rule, as stated in Restatement (Second) § 32 a mandatory rule or default rule?

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3.
Вопрос 3 C
Which provision of the UCC did the court rely on when it determined that a contract was formed
in Textile Unlimited, Inc. v. A . . BMH and Company (the “Yarn Battle of the Forms” case)? Which
provision determined the terms of the contract?

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4.
Вопрос 4 B
Gadget Co., a gadget manufacturer, writes a letter to a We Sell Widgets!, a widget sales company,
and offers to buy 3000 widgets for $3.50 each, to be delivered to Gadget Co. on November 1. The
letter includes the line, “Acceptance is limited to the terms of the offer.”

We Sell Widgets! immediately sends a letter in reply, saying, “We accept your offer. We will sell you
3000 widgets for $3.50 each. They will be completed by October 25 and delivered to Gadget Co. on
November 1. AUTOMATIC CANCELLATION: if you do not call us on October 26 to confirm that you
will be able to accept delivery, we will cancel the order and charge you a $500 cancellation fee.”

Do the companies have a contract? Is WSW’s automatic cancellation policy part of it?

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5.
Вопрос 5 C
Chet, who knits for a hobby, offers to sell his friend Michelle a knitted blanket for $30. Michelle likes
Chet’s blankets and would like to buy one, but has had knitted blankets unravel before. For this
reason, she is not willing to buy the blanket unless Chet provides a warranty. Which of the following
letters could Michelle send to best accomplish her goals?
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6.
Вопрос 6 NOT A+C+D
Under Judge Easterbrook’s opinion in the 7th Circuit case, Hill v. Gateway 2000, and Judge Vratil’s
opinion in the District of Kansas case, Klocek v. Gateway, (the Gateway “Acceptance by Non-
Return” cases) when was the contract between Gateway and the computer buyer formed?

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7.
Вопрос 7 E
1. Which of the following are similarities between the Gateway cases (the “Acceptance by Non-
Return” cases) and Specht v. Netscape (the “No Clickwrap” case)?

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8.
Вопрос 8 D
1. Which of the following steps could Netscape have taken to increase the likelihood that a court
would rule its customers accepted the agreement at issue in Specht (the “No Clickwrap” case)?

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9.
Вопрос 9 B
Jamie installed a piece of software which displayed a popup with the text of an End User License
Agreement. The software would not install until the user clicked a button labeled “I Agree.” Which
type of agreement is this?

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10.
Вопрос 10 NOT A +E+B
When do courts tend to enforce clickwrap and browsewrap agreements?

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The Bargain Relationship IV
ОБЩИЙ БАЛЛ 10

1.
Вопрос 1
Fact Pattern for Questions 1 and 2

School Corporation decided to build an annex to its senior high school. Plans and specifications
were prepared, and various building firms were invited to submit bids. Among those contacted was
Center Contractors. Center Contractors, in turn, determined they would submit a bid and proceeded
to contact potential subcontractors relative to various components of the project.

Subcontractor A telephoned a bid for the excavating work. Since this was the low bid of the
responding excavating subcontractors, Center Contractors used Subcontractor A’s figure in
computing his bid to School Corporation. Subcontractor B submitted a bid in writing for the electrical
work, which Center Contractors also used in computing the general bid since B’s price was the
lowest of the electrical subcontractors.

At the bid opening on March 18, Center Contractors was found to be low bidder, and two days later
was awarded the contract. Armed with this award, Center immediately sought out other excavating
subcontractors in an effort to get a lower figure, but they were unsuccessful. On March 22 they wired
an acceptance to A. Center fared better, however, with respect to the electrical work. They secured,
on March 23, the agreement of Subcontractor C to do the work for $15,000 less than specified by
Subcontractor B. Center Contractors took no further action regarding B’s bid.

Center Contractors are now beset with problems. A refuses to perform and B insists they have a
binding contract for the electrical work. Center Contractors consults you.

Based on the court’s reasoning in Drennan (the “Mistaken Bid” case), can Center Contractors insist
on Subcontractor A’s performance for the excavating work?

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A. Yes. Subcontractor A is bound under a theory of promissory estoppel because it would have
reasonably expected that Center Contractors would rely on its bid when bidding for the contract and
because Center did rely on A’s bid to its detriment.

B. Yes. Because Center Contractors accepted Subcontractor A’s offer before A withdrew it, there is
likely a contract between Center and A.

C. Yes for the reasons stated in both answers A and B.

D. No. By shopping around for better offers, Center terminated its right to accept A’s bid.

2.
Вопрос 2
Based on the scenario in Question 1, Does Subcontractor B have a binding contract with Center
Contractors?

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Yes

No

3.
Вопрос 3
1. Which of the following policy concerns could justify the holding in Drennan (the “Mistaken Bid”
case)?

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A. It encourages general contractors to investigate whether a subcontractor’s bid is correct even

when they have no reason to know or suspect that the subcontractor’s bid was mistaken.

B. If a subcontractor is responsible for its own mistakes, it has an incentive to be careful.

C. If a general contractor has to absorb the costs of a subcontractor’s mistakes, it might increase the
costs of construction.

D. Both B and C.

E. None of the above.

4.
Вопрос 4
Simon and Becca are avid board game players. Becca advertises that she charges a flat rate to
teach rules and strategies for several board games, including one fairly simple, obscure game called
Interstate Adventure (a game where players work as diplomats to negotiate disputes between
states).

A celebrated game designer, Eugene, announces the release of a new game, also called Interstate
Adventure (a game where players must compete to win contracts to build portions of the Interstate
Highway System).

It immediately wins praise—despite its extreme complexity—and is profiled in a national board

gaming magazine. Simon sends Becca a letter saying, “I see that you teach strategy for Interstate
Adventure. Can I hire you to teach me?”
Becca knows Simon purchases all of Eugene’s board games and doubts that he is even aware of
the older, simpler game by the same name. She only teaches the older, simpler Interstate
Adventure.

Nevertheless, she responds, “Sure, you have a deal!” When they meet, Simon has brought a copy of
the new, complex Interstate Adventure. Becca refuses to teach him this game and insists they do not
have a contract, citing Restatement (2nd) § 20, or that if they did have a contract, it was for her to
teach him the old, simple Interstate Adventure.

Is there a contract? If so, which game must she teach Simon?

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A. There is a contract to teach the old, simple Interstate Adventure.

B. There is a contract to teach the new, complex Interstate Adventure.

C. There is no contract.

5.
Вопрос 5
Did Raffles v. Wickelhaus (the “Peerless Ships” case) deal with a misunderstanding or a mistake?

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A. Misunderstanding

B. Mistake

6.
Вопрос 6
1. Section 20 of the Restatement (2nd) governs the formation of contracts when there is a
misunderstanding as to a material term of the contract. Section 20(1) deals with the situation where
neither party knows or has reason to know of the other party’s understanding of the contract, while
Section 20(2) deals with the situation where one party knows of the misunderstanding. What is
Section 20(2) an example of?

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A. Placing the costs on the party most able to avoid the misunderstanding.

B. Setting the default against the drafter of the contract.

C. Neither of the above.

7.
Вопрос 7
Does Section 90 of the Restatement (Second), as interpreted by the Wisconsin Supreme Court
in Hoffman v. Red Owl Stores (the “Promised Stores” case), require that a promise be sufficiently
definite to form a binding contract?

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A. Yes. Promissory estoppel merely gets around the lack of consideration.

B. No. Promissory estoppel can allow for pre-contractual liability.

8.
Вопрос 8
Was Hoffman awarded lost profits in Hoffman v. Red Owl Stores? Why or why not?

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A. Yes. He was awarded lost profits as part of expectation damages.

B. Yes. He was awarded lost profits as part of reliance damages.

C. No. Lost profits are generally not a form of reliance damages.

D. No. Lost profits are generally not a form of expectation damages.

9.
Вопрос 9
Which of the following best summarizes the holding in Dixon v. Wells Fargo (the “Unfulfilled
Mortgage Modification” case)?

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A. Promises made in precontractual negotiations can give rise to reliance based liability

B. Promises made in post-contractual negotiations can give rise to reliance based liability

C. Intent in forming a contract determines whether liability is appropriate

D. None of the above.

10.
Вопрос 10
What promise did the court in Dixon hold that the plaintiffs alleged Wells Fargo had made?

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A. Wells Fargo had not made a promise.

B. To modify the Dixons’ mortgage if the Dixons met certain preconditions.

C. To enter into negotiations to modify the Dixons’ mortgage if the Dixons met certain preconditions.

D. None of the above.

Соглашение о Кодексе чести

Special Controls on Promissory Liability – Formation Defenses I
ОБЩИЙ БАЛЛ 10
1.
Вопрос 1
Barry, an adult, agrees that he will sell a new car to Joe, a minor, and that Joe will pay off the car
over the next eighteen months.

At the time of the transaction, Barry did not know that Joe was a minor. The next morning, Joe has
second thoughts and immediately attempts to repudiate the contract.

Can he? (Assume this state follows the Restatement (Second) of Contracts.)

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A. Yes.

B. Only if Barry should have known Joe was a minor at the time of the transaction.

C. No, because Barry has already delivered goods to Joe.

D. No, because Barry was not aware Joe was a minor.

2.
Вопрос 2
Is the voidability of contracts for mutual mistake a mandatory rule or a default rule under the
Restatement (Second) of contracts?

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A. Mandatory

B. Default

3.
Вопрос 3
In buyer-seller contracts like the one in Sherwood (the “pregnant cow” case), who will tend to benefit
from the doctrine of mutual mistake?

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A. The buyer

B. The seller
C. It depends on the mistake

4.
Вопрос 4
In Sherwood (the “pregnant cow” case), the court voided the contract for mutual mistake, while
in Lenawee County Board of Health v. Messerly (the “mutual mistake” case), the court declined to
void the contract. Which of the following could explain the differences in outcomes between those
cases?

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A. In Messerly, the court held that the parties had allocated the risk to the buyer, while
in Sherwoood, the court did not look to where the parties had allocated the risk.

B. In Messerly. the mistake did not go to a basic assumption of the contract, while in Sherwood, the
mistake went to the “whole substance of the agreement.”

C. In Messerly, the Michigan Supreme Court limited its holding in Sherwood to the facts of that case.

D. All of the above.

E. Both A and C.

5.
Вопрос 5
1. What question did the Supreme Court remand to the trial court to submit to the jury in Laidlaw v.
Organ (the “War’s Over” case).

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A. Whether the buyer has a general duty of disclosure in arms-length negotiation.

B. Whether the buyer’s silence served as an implicit misrepresentation

C. Both of the above

D. None of the above

6.
Вопрос 6
Why might courts not always impose a duty of disclosure?

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A. A general duty of disclosure would likely mislead contracting parties.

B. Requiring parties to disclose casually-acquired information may lower the incentives to discover
information.

C. Requiring parties to disclose deliberately-acquired information may lower the incentives to

discover that information.

7.
Вопрос 7
Which of the following is NOT an element that must be established for a misrepresentation defense
under the Restatement?

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A. The contract is voidable.

B. There must have been an assertion not in accord with the facts.

C. The misrepresentation must have been fraudulent or material.

D. The complaining party must have relied on the misrepresentation.

8.
Вопрос 8
Adam is looking to buy a new car. Beatrice, Adam's neighbor, is trying to convince Adam to buy her
old Ford Focus instead of a Honda Civic. She tell Adam, “I think my Focus is a great looking car,
much better looking car than any Honda Civic.” Relying on Beatrice's opinion, Adam agrees to
purchase the Ford Focus from Beatrice. Later that day, Adam's teenaged daughter tells him that the
car is “ugly.”

Can Adam rescind the contract based on Beatrice's “misrepresentation” that her Ford Focus was a
“great looking car?”

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A. Yes
B. No

9.
Вопрос 9
Adam is now looking to sell his old laptop to Chet. Chet asks whether the computer has ever had
liquid spilled on it, mentioning that he does not want to risk acquiring a computer with water damage.
Adam is not aware of any spills and says that nobody has ever spilled any liquids on the computer.
Chet leaves to think about whether he wants to purchase the computer. While Chet is gone, Adam’s
roommate spills water on the computer Chet returns and is interested in buying the computer. If
Adam does not disclose the water damage to Chet, is it a misrepresentation under Section 161 of
the Restatement (Second)?

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A. Yes

B. No

10.
Вопрос 10
Which of the following could serve as evidence that a promisor never intended to perform their
promise?

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A. A pattern of repeated breaches of promises

B. Lack of changed circumstances between the promise and the breach

C. Impossibility of performance

D. Internal documents or communications recording the promisor’s intent

E. All of the above

Special Controls on Promissory Liability – Formation Defenses II
ОБЩИЙ БАЛЛ 11

1.
Вопрос 1
In Austin v. Loral (the “Radar Sets” case), Austin (the subcontractor) threatened to cease delivery of
the parts it had contracted to supply unless Loral agreed to pay a higher price for those parts and
award Austin another subcontract. UCC § 2-209(1) allows parties to make agreements modifying
contracts without consideration. Does it apply in this case?

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A. Yes

B. No

2.
Вопрос 2
Which of the following would be an improper threat under § 176 of the Restatement (Second)?

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A. Person X threatens to hit Person Y if Y does not sign a contract.

B. Person X sees Person Y shoplift from a store. Person X threatens to call the police on Person Y if
Person Y does not agree to sell Person X a car.

C. Both A and B.

D. Neither A or B.

3.
Вопрос 3
A large manufacturer enters into a routine contract to purchase a large number of widgets from one
of its suppliers, also a large company. After signing the contract, but before accepting delivery the
manufacturer learns that several alternative suppliers would have provided the same number of
widgets for 30% less. Assuming that the price was unfair, can the manufacturer assert an
unconscionability defense under In re Fleet v. U.S. Consumer Council (the “Substantive
Unconscionability” case) and get out of the contract?

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A. Yes.
B. No, the contract lacks procedural unconscionability

C. No, the contract lacks substantive unconscionability

4.
Вопрос 4
Which of the following would be a contract of adhesion?

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A. Big Co. presents a customer with a form contract and refuses to negotiate over the terms of the
agreement.

B. Sarah is selling her house to John. They sit down together and negotiate each term of the deal
before drafting the contract together.

C. Barry is selling his house to Joe. Joe presents Barry with a form contract. When Barry objects to
one of the terms, they negotiate over that term and then change it to reflect their new deal.

D. Both A and C.

5.
Вопрос 5
Which of the following reasons could justify refusing to enforce agreements that are against public
policy?

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A. Formation defenses are designed to weed out non-value-creating agreements; agreements

against public policy might not create value because they impose costs on third parties.

B. Refusing to enforce agreements that are against public policy creates uncertainty as to whether
parties will honor those agreements; this will disincentivize entering those agreements.

C. The Restatement (Second) provides that courts will only refuse to enforce agreements against
public policy when the law requires or when the balance of the interests justifies non-enforcement;
this balance-of-interests analysis provides a safety valve to prevent non-enforcement from leading to
unjust outcomes.

D. All of the above

E. Both A and C

F. None of the above

6.
Вопрос 6
Which of the following most accurately describes the holding in Sinnar v. Le Roy (the “Beer Bribe”
case)?

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A. The court found the agreement void for illegality but awarded restitution to the plaintiff because it
was unfair to reward the defendant for his illegal bargain.

B. The court agreed the agreement was illegal, but could not rule on that basis because the
defendant had not raised the issue of illegality at trial.

C. The court held illegality could be raised on appeal regardless of whether it had been raised at
trial, and declined to enforce the agreement based on the serious nature of the illegality in this
agreement.

D. The court held that illegality could be raised on appeal, but that the illegality in this agreement
was not serious enough to weigh against enforcement.

7.
Вопрос 7
Section 178(1) of the Restatement (Second) provides that “[a] promise or other term of an
agreement is unenforceable on grounds of public policy if legislation provides that it is unenforceable
or the interest in its enforcement is clearly outweighed in the circumstances by a public policy
against the enforcement of such terms.” Is this a default rule or a mandatory rule?

1 балл

A. Default

B. Mandatory

8.
Вопрос 8
Which approach to an overbroad non-compete clause did the Alaska Supreme Court adopt in Data
Management v. Greene (the “Covenant Not to Compete” case)?

1 балл
A. An overbroad non-compete clause is entirely unenforceable

B. A court may modify an overbroad non-compete clause to render it enforceable, but only by
striking words (the “blue pencil rule”)

C. A court should, if possible, reasonably alter an overbroad non-compete clause to render it

enforceable, unless the clause was not drafted in good faith

9.
Вопрос 9
If the Wisconsin Family Code explicitly stated that cohabitation agreements between unmarried men
and women were unenforceable, would the outcome of Watts v. Watts (the “Cohabitation K” case)
be different? Why? (Assume that Restatement (Second) § 178 accurately describes Wisconsin law.)

1 балл

A. Yes, because a court must hold an agreement unenforceable if legislation states that it is
unenforceable

B. It would depend on whether the interest in the enforcement of the agreement is outweighed by
public policy against its nonenforcement

C. No, because the court in Watts held the agreement at issue to be unenforceable

D. No, because a court may only hold an agreement unenforceable if the interest in its enforcement
is outweighed by public policy against its nonenforcement

10.
Вопрос 10
1. Why was the court in A.Z. v. B.Z. (the second frozen embryo case)unwilling to enforce the
provision of the consent form allowing the wife to implant the preembryos?

1 балл

A. The consent form was an agreement between the couple (as a unit) and the clinic, not an
agreement between the husband and the wife

B. There was reason to doubt that the consent form reflected the clear intentions of both husband
and wife
C. The court held that an agreement requiring one party to become a parent against his or her will
would be against public policy

D. All of the above

E. None of the above

11.
Вопрос 11
Based upon its majority opinion, which of the following was the primary reason the New Mexico
Court of Appeals affirmed dismissal of Wallis’ claims in Wallis v. Smith (the “Unwanted Child” case)?

1 балл

A. Wallis could have also used contraception, but took the risk of relying on Smith;

B. Wallis’s claim conflicted with the best interests of his child;

C. Wallis could not prove that Smith had agreed to use contraception in the first place.

D. The court should not delve into people’s private relationships.

Соглашение о Кодексе чести

Contract Performance I
ОБЩИЙ БАЛЛ 9

1.
Вопрос 1
1. What is the key distinguishing factor between a completely integrated and partially integrated
agreement?

1 балл

A.

a. Answer: A completely integrated agreement has been adopted by the parties as a final and
complete statement of terms. A partially integrated contract has been adopted by the parties as a
final agreement on their terms, but only some, not all, terms of agreement are contained in the
contract.

2.
Вопрос 2
A painter agrees to paint a homeowner’s fence. After a week of negotiation, the two parties sign a
completely integrated written contract specifying that the homeowner will pay the painter $75 to paint
the fence. After the painter has completely painted the fence, the homeowner pays the painter $60
for the work. The painter brings a breach of contract claim against the homeowner for the remaining
$15. The homeowner introduces evidence of a conversation that occurred a week after the contract
was signed indicating that the painter had agreed to lower the price to $60. What is the probability
that this conversation would be barred by the parol evidence rule?

1 балл

a. High, because the conversation occurred before the parties signed the written contract.

b. Low, because the painter would not have adjusted the price down after the contract was signed.

c. Low, because the difference in price was not substantial.

d. Low, because the conversation occurred after the parties signed the written contract.

3.
Вопрос 3
The following applies to Questions 3–5: Franchisor and Franchisee sign an agreement in New
Haven, CT with a clause allowing either party to terminate the agreement for any reason with one
month's notice.

Under the reasoning in Zapatha (terminated franchise), which of the following would be considered
when determining if Franchisor unlawfully terminated the franchise agreement?
[Select all that apply.] 0,571 если все //0,857 если b,c,e,f,g//0,714 если b,c,f,g

1 балл

a. Whether Franchisor meant for the agreement to be just a joke, and never a true contract.

b. Whether any Connecticut statute generally prohibits termination without cause clauses in
franchise agreements.

c. Whether Franchisor observed reasonable commercial standards of fair dealing.

d. Whether it would be devastating to Franchisee’s business to terminate the agreement.

e. Whether Franchisee observed reasonable commercial standards of fair dealing.

f. Whether the termination clause was unconscionable.

g. Whether Franchisee had capacity to contract with Franchisor.

4.
Вопрос 4
The following applies to Questions 3–5: Franchisor and Franchisee sign an agreement in New
Haven, CT with a clause allowing either party to terminate the agreement for any reason with one
month's notice.

Franchisor claims to have terminated the agreement because Franchisee was embezzling funds,
even though Franchisor knows this is not true. Did Franchisor terminate the agreement in bad faith?

1 балл

a. Yes.

b. No.

5.
Вопрос 5
The following applies to Questions 3–5: Franchisor and Franchisee sign an agreement in New
Haven, CT with a clause allowing either party to terminate the agreement for any reason with one
month's notice.

How does the court in Zapatha define good faith?

1 балл

a. Answer may include: Good faith requires honesty in fact. Test of honesty is simply whether a
person was honest.

a. Answer may include: Good faith requires honesty in fact. Test of honesty is simply whether a
person was honest.

6.
Вопрос 6
The following applies to Questions 6 and 7. Two parties, in good faith, construe a potentially
ambiguous term in a contract differently.

Was the contract still formed?

1 балл

a. Yes

b. No

7.
Вопрос 7
The following applies to Questions 6 and 7. Two parties, in good faith, construe a potentially
ambiguous term in a contract differently.

A court may look to external factors to properly interpret the ambiguous term.

1 балл

a. True

b. False

8.
Вопрос 8
Farmer signs a contract to buy a cow from Seller, a rancher in rural, landlocked Montana that
Farmer met at a farmers convention, after they shared a discussion about new technologies for
milking cows. Seller delivers a female whale to Farmer, as a female whale can also be referred to as
a “cow.” Farmer sues Seller for breach of contract, as Farmer used “cow” in the contract to refer to
the kind of animal whose meat is considered beef. Will the court likely rule for Farmer or Seller?

1 балл

a. Farmer
b. Seller

9.
Вопрос 9
1. Which of the following questions were considered in the good faith analysis in Centronics? Если
все то 0,75

[Select all that apply.]

1 балл

a. Did the defendant’s abuse of discretion cause the damage?

b. Did the parties intend to be bound by contract?

c. Did the agreement allow for one party to exercise discretion such that it had the power to deprive
the other party of a substantial amount of the agreement’s value?

d. None of the above.

Соглашение о Кодексе чести

Contract Performance II
ОБЩИЙ БАЛЛ 10

1.
Вопрос 1
An artist signs a contract to paint a mural for a local business owner for $1000. Two days into
production the artist attempts to establish impossibility of performance and walk away from the
project. Which of the following would establish impossibility of performance in this case? [Select all
that apply.] 0.5 IF ALL

1 балл

a. A court order prevents any murals from being painted on the wall specified in the contract.

b. A different business owner offers the artist $3000 to paint the same mural across town that same
week.

c. The artist discovers the mural will take five days longer and require slightly more expensive
materials than initially forecast.

d. The artist suffered a stroke on the second day of painting and can no longer move his or her
hands with precision.

2.
Вопрос 2
A condition precedent must occur after the contractual duty becomes owed.

1 балл

a. True.

b. False.

3.
Вопрос 3
Buyer purchases a garden hose from Seller after explaining to Seller that she is looking for a garden
hose that can operate in Buyer’s artificial pond pump. The hose then fails to work properly in the
artificial pond. According to U.C.C. § 2-315, can Buyer establish a breach of warranty?

1 балл

a. Yes, because the hose failed to fulfill Buyer’s needs.

b. Yes, if Seller knew of Buyer’s purpose and that Buyer relied on Seller’s expertise in making the
purchase.

c. Yes, if Seller knew of Buyer’s purpose.

d. None of the above.

4.
Вопрос 4
The doctrine of impracticability treats the existence of an object as an express condition.

1 балл

a. True.

b. False.

5.
Вопрос 5
An entrepreneur leases a property to sell camera drones to the general public. Two months later
Congress passes a law prohibiting the use of drones without written permission from the military due
to growing safety and privacy concerns. Neither party anticipated this change in policy. The
entrepreneur seeks to get out of the contract. Is the court likely to side with the entrepreneur?

1 балл

a. Yes, because the entrepreneur will be unable to pay the costs now that she can no longer run her
business as planned.

b. Yes, because the principal purpose understood by both parties for which the entrepreneur rented
the space has been frustrated by the new law.

c. No, because the property owner relied on the entrepreneur’s promise of rent as outlined in the
contract.

d. No, because both parties did not anticipate the new law, not just the entrepreneur.

6.
Вопрос 6
According to efficient risk bearer analysis, a risk should be allocated to the party who is best able to:

1 балл
a. Justify the risk.

b. Bear the risk.

c. Pay for a suboptimal outcome.

7.
Вопрос 7
Which of the following factors significantly contributed to the court’s decision in Taylor v. Caldwell?

[Select all that apply.] 0.75 IF ALL

1 балл

a. The performance of the contract depended on the existence of the music hall.

b. It is implied that destruction of the music hall would lead to impossibility of performance.

c. Neither party was at fault in the destruction of the music hall.

d. The music hall owner was in a better position to prevent a fire than the renter.

8.
Вопрос 8
In Clark, which of the following does the court consider a condition precedent that can be waived?

1 балл

a. That Clark refrains from drinking alcohol while writing the books.

b. That Clark writes a set of books on corporations.

c. That West copyrights the set of books Clark writes in a third party’s name.

d. All of the above.

9.
Вопрос 9
Buyer is speaking with an oven seller. According to U.C.C. § 2-313(1), which of the following is most
likely to be interpreted as an express warranty?

1 балл

a. This oven is in fine condition.

b. This oven is ready for use.

c. This is the greatest oven in New Haven.

d. This oven is the most elegant.

10.
Вопрос 10
A condition that relates to the heart of the contract cannot be waived without consideration.

1 балл

a. True.

b. False.

Соглашение о Кодексе чести

Remedies I
ОБЩИЙ БАЛЛ 10

1.
Вопрос 1
In the California Supreme Court’s opinion in Taylor v. Johnston (premature breeding cancellation),
what was wrong with the lower court’s reasoning in finding for the plaintiffs?

1 балл

A. The lower court incorrectly determined that the defendants repudiated the contract via their letter
after selling Fleet Nasrullah.

B. The lower court incorrectly failed to recognize the plaintiffs’ right to demand adequate assurance.

C. The lower court incorrectly found an actual breach where there was only an anticipatory breach.

D. The lower court incorrectly found in the defendants’ and their agents’ conduct where there was no
such repudiation.

2.
Вопрос 2
Christopher and Jenny reach an agreement whereby Jenny, a famous musician, promises to
perform at Christopher’s fiftieth birthday party three months hence and Christopher promises to pay
Jenny $10,000 for her services.

The performance required specific equipment and set-up, the responsibility for which the contract
had allocated to Jenny.

Three weeks before the performance, Christopher has heard nothing from Jenny about the
upcoming performance; he is quite worried and thinks Jenny is not going to fulfill her promise.

Which of the following constitutes Christopher’s best legal protection?

1 балл

A. Under UCC §2-609 Christopher can demand adequate assurance that Jenny will perform?

B. Under the principles embodied in Restatement §251, Christopher can demand adequate
assurance that Jenny will perform.

C. Under the principles embodied in Restatement §250, Christopher can successfully argue Jenny
has repudiated the contract.
D. Both (A) and (B) are true.

E. Christopher has no option but to wait and see if Jenny performs.

3.
Вопрос 3
Which of the following requirements of UCC 2-609 was excused by the Court in AMF v. McDonald?

1 балл

A. Party making demand for adequate assurance must have reasonable grounds for insecurity.

B. Demand for adequate assurance of performance must be written.

C. Failure to provide assurance is treated as repudiation.

D. None of the above.

4.
Вопрос 4
1. When repudiation occurs, which of the following options is available to the aggrieved party?

1 балл

A. Await performance.

B. Resort to a remedy for breach.

C. Suspends its own performance.

D. All of the above.

5.
Вопрос 5
On January 1st, Seller agrees to sell 500 bushels of wheat to Buyer on March 15th for $4.25 per
bushel, the current market value of wheat.

On February 1st, when the market value of wheat drops to $4.00 per bushel, Buyer repudiates the
contract and informs Seller accordingly.
On March 15th, the market value of wheat is $4.05, and Buyer does not accept delivery of the wheat
from Seller. On March 20st, Seller sells the wheat to another buyer for $4.10.

Calculate Seller's damages using the traditional rule.

1 балл
100

6.
Вопрос 6
Assume that American in American Mechanical could have used its knowledge of the industry to find
a buyer willing to pay around $75,000 for the property at the foreclosure, but decided not expend the
effort because it knew that Saugus Bank would just purchase the property itself anyway and figured
Union would be responsible for the shortfall. What damages would Union be liable for?

1 балл
25000

7.
Вопрос 7
A book publisher pays an author an advance to write a book, but the author does none of the
promised work on the book. Can the book publisher sue for restitution? If so, how much will she
recover? Does it matter if the book was going to lose the publisher money?

1 балл

Yes

No

8.
Вопрос 8
Parents hire an SAT tutor to help their child prepare for college entrance exams, but then fail to do
what they promised in exchange (assume it is something difficult to assign a monetary value).

If the tutor sues for restitution, which of the two formulas from the Restatement is a court more likely
to use?

1 балл

A. Fair market value (§ 371(a))

B. Value to breaching party’s interests (§ 371(b))

9.
Вопрос 9
Devin is a high-end car dealer. She and Camilla agree that she will sell and Camilla will purchase a
special edition luxury sports vehicle.
Very few of the vehicles have been manufactured; demand for it far exceeds the available number of
cars. Camilla repudiates the agreement, and Devin sells the car to a different buyer for the same
price as stipulated in the contract with Camilla.

Devin sues Camilla to recover the purchase price. Which of the following is the likeliest outcome?

1 балл

A. Because Devin is a lost volume seller, she will recover the contract price even though she was
able to sell the car.

B. Because Devin was on the short side of the transaction, and would have sold the same number of
cars whether or not Camilla breached, Devin will not be able to recover the contract price.

C. Because Devin is a lost volume seller, she will not be able to recover the contract price.

D. Because Devin was on the long side of the transaction, and would have sold a different quantity
of cars if Camilla had not breached, Devin will be able to recover the contract price.

10.
Вопрос 10
David agrees on January 1st to sell Michael 1000 pounds of sugar at 50 cents per pound, half of the
sugar to be delivered on March 31 and the rest to be delivered on June 30. The first delivery is
successfully completed, but on May 1, with the market price of sugar at 35 cents per pound, Micheal
repudiates the agreement. David sues for damages under his state’s equivalent of UCC §2-708(1).

Which best expresses David’s likely recovery?

1 балл

A. Because the market price for sugar at the time and place specified for tender is not yet known,
David cannot sue until it becomes known.

B. Because the market price for sugar at the time and place specified for tender is not yet known, a
court will use the contract price as a substitute for market price in its calculation, so David will not
recover.

C. Because the market price for sugar at the time and place specified for tender is not yet known,
the market price on the date repudiation became known will substitute for market price at tender.

D. None of the above.

Соглашение о Кодексе чести
Remedies II
ОБЩИЙ БАЛЛ 13

1.
Вопрос 1
Under the holding of Reliance Cooperage (bourbon staves), if a seller repudiates the contract, when
does the buyer have the obligation to mitigate damages?

1 балл

A. At the time the buyer learns of the repudiation

B. At the time the buyer learns of the breach

C. At the time the contract is to be performed

D. None of the above

2.
Вопрос 2
What does it mean for a buyer to “cover”?

1 балл

A. To place protective material over the goods

B. To buy substitute goods because of a breach or repudiation.

C. To pay the seller for damages resulting from the buyer’s breach.

D. None of the above

3.
Вопрос 3
How are damages calculated under UCC §2-713?

1 балл

A. The difference between the market price of the goods at the time the buyer learned of the breach
and the value of the contract.
B. The difference between the market price of the goods at the time the contract is to be performed
and the value of the contract.

C. The value of the inconvenience to the buyer of negotiating another contract.

D. None of the above.

4.
Вопрос 4
Which of the following was NOT identified by the court in Peevyhouse (unmoved dirt), in support of
its ultimate conclusion?

1 балл

A. The economic waste doctrine.

B. Consideration of the relative economic benefits between cost of performance and diminution in
value in construction contracts.

C. The Oklahoma common law's preference for damages based on changes in the market values of
property.

D. Oklahoma statutes.

5.
Вопрос 5
Oil Company leases land from Farmer to drill for oil in exchange for a fixed sum and royalties. The
contract contains a provision requiring the Oil Company to reclaim the land after drilling is complete.
However, Oil Company does not reclaim the land after it is finished. The cost to do so would be
$7,500. Reclaiming the land would increase the property value by $6,000 compared to its unclaimed
state. What are Farmer's damages under Peevyhouse? NOT 6000, 13500, 1500

1 балл
NOT 6000,

6.
Вопрос 6
A homeowner hires a contractor to install new shingles on her roof. The contract specifies blue
shingles, but the contractor installs green shingles instead. In Patricia Marschall’s view, which of the
following would most justify cost-of-completion damages?

1 балл
A. The contractor ordered blue shingles, but the manufacturer shipped green ones instead. The
contractor’s staff didn’t know the shingles were supposed to be blue, and so they installed the ones
that arrived.

B. The contractor decided (accurately) that green shingles would look better on the homeowner’s
house.

C. The contractor is color-blind and doesn’t recognize that the shingles are the wrong color.

7.
Вопрос 7
Which of the following is an accurate statement about consequential damages?

1 балл

A. Consequential damages are never directly traceable to a contractual breach.

B. If consequential damages are foreseeable, a party can never contract its way around paying
consequential damages in the event of breach.

C. Consequential damages are only awarded if the breaching party was negligent.

D. A party may be liable for consequential damages in the event of breach if the non-breaching party
communicated circumstances that made those damages foreseeable.

8.
Вопрос 8
Imagine that on retrial, the Hadleys present evidence that after the parties agreed to terms and the
Hadleys paid Pickford & Co. for its services, they told the company that the broken crankshaft had
rendered their mill inoperable. Assuming the jury believed this testimony and was properly
instructed, which best describes was a proper damage award would look like?

1 балл

A. The jury would award consequential damages, because the plaintiffs informed the defendant of
special circumstances.

B. The jury would not award consequential damages, because the defendant wasn’t notified of the
special circumstances until after contract formation.
C. The jury would not award consequential damages, because the defendant did not explicitly agree
to accept increased liability given the special circumstances.

D. Both (B) and (C)

9.
Вопрос 9
Which of the following is an example of a non-pecuniary damage?

1 балл

A. Cost of repairing damages to an apartment.

B. Value of a shipment of fruits to a restaurant that were not delivered.

C. Pain and suffering from a wedding being called off.

D. Value of lost earnings in a wrongful dismissal lawsuit.

10.
Вопрос 10
Which of the following factors must be present to award punitive damages for the tort of intentional
interference with a contract?

1 балл

A. Compensatory damages are also awarded.

B. Contract must be for a real property.

C. There is actual malice.

D. Both A and C.

11.
Вопрос 11
Which of the following is NOT a reason Judge Posner uses to justify the court's holding in Northern
Indiana?

1 балл
A. Specific performance is only available if damages are inadequate.

B. NIPSCO's breach was an efficient breach.

C. The coal miners employed by Carbon County were not parties to the contract.

D. Indiana precedent favors damages over specific performance.

12.
Вопрос 12
Which of the following is NOT a criticism of using damages under the theory of efficient breach
compared to specific performance?

1 балл

A. Damages create an inefficient allocation of resources.

B. Efficient breaches direct the surplus from the breach to the breaching party instead of the injured
party.

C. Efficient breach requires the court to estimate damages, which may be uncertain and prone to
error.

13.
Вопрос 13
A restauranteur hires a contractor to renovate her restaurant. They set a fixed price for the contract,
with a set deduction for each day that completion is delayed past the specified date of completion of
the contract. Which of the following make it more likely that the deduction clause will be enforceable
as liquidated damages? (select all that apply). NOT ALL, NOT A, NOT C,D

1 балл

A. It would be difficult for the restaurant to prove its earnings on the days it is unable to be open.

B. The deduction was set at 10 times the restaurant’s current daily revenue.

C. The deduction was set at the restaurant’s current daily profit.

D. The restaurant is reservation-only, so it serves a fixed number of customers every day.

Соглашение о Кодексе чести
Corporate & Commercial Law I: Contracts
& Employment Law
Corporate & Commercial Law II: Business
Forms, Financing & Governmental
Regulation
A Law Student's Toolkit

International Law in Action:

of International Disputes