KS Bar Contracts 2 — Questions and Answers
Question 1: Under the UCC, a merchant's firm offer is irrevocable without consideration for up to how long?
- 30 days
- 60 days
- 3 months (Correct answer)
- 6 months
Correct answer: 3 months
UCC § 2-205 makes a signed, written firm offer by a merchant irrevocable for the stated time or, if no time is stated, for a reasonable time not exceeding three months.
Question 2: Which doctrine allows a court to refuse enforcement of a contract term that is oppressively one-sided and results from unequal bargaining power?
- Frustration of purpose
- Unconscionability (Correct answer)
- Mutual mistake
- Duress
Correct answer: Unconscionability
Unconscionability under UCC § 2-302 and the Restatement (Second) § 208 allows a court to refuse to enforce or limit an unconscionable contract or clause.
Question 3: A contractor begins performance on a unilateral contract after the offeror attempts to revoke. What is the legal effect?
- Revocation is effective and performance may stop
- Revocation is ineffective once performance has begun (Correct answer)
- The offeree must tender complete performance to prevent revocation
- The offer converts to a bilateral contract automatically
Correct answer: Revocation is ineffective once performance has begun
Under the Restatement (Second) § 45, once the offeree begins performance on a unilateral contract, the offeror's power to revoke is suspended.
Question 4: When a court applies the 'reasonable expectations' doctrine to an ambiguous contract term, whose expectations control?
- The drafter of the contract
- The party with superior bargaining power
- The objectively reasonable expectations of the weaker party (Correct answer)
- The court's own assessment of fairness
Correct answer: The objectively reasonable expectations of the weaker party
The reasonable expectations doctrine, especially in adhesion contracts, protects the objectively reasonable expectations of the non-drafting party.
Question 5: Under Kansas law, which statute of frauds category requires a writing for a contract for the sale of goods priced at $500 or more?
- KSA 33-106 (general statute of frauds)
- KSA 84-2-201 (UCC Article 2) (Correct answer)
- KSA 33-117 (real property)
- KSA 84-1-306 (UCC Article 1)
Correct answer: KSA 84-2-201 (UCC Article 2)
KSA 84-2-201 mirrors UCC § 2-201 and requires a writing for sale of goods contracts valued at $500 or more.
Question 6: What is the effect of a 'no oral modification' clause when parties nonetheless orally agree to modify a contract?
- The oral modification is always void
- Under common law, the oral modification may be effective despite the clause (Correct answer)
- The UCC never permits oral modification regardless of the clause
- The clause prevents waiver under any circumstances
Correct answer: Under common law, the oral modification may be effective despite the clause
At common law, parties can orally modify a written contract even with a no-oral-modification clause because each modification is itself a new agreement; the UCC also allows waiver to override such clauses.
Question 7: In an anticipatory repudiation scenario, when may the non-breaching party treat the contract as immediately breached?
- Only after the performance date has passed
- Only after giving the repudiating party 30 days' notice
- Immediately upon a clear and unequivocal statement of non-performance (Correct answer)
- Only if the repudiation is in writing
Correct answer: Immediately upon a clear and unequivocal statement of non-performance
Anticipatory repudiation occurs when a party unequivocally declares before the performance date that it will not perform, entitling the other party to treat the contract as immediately breached.
KS Bar Contracts 2
Under the UCC, a merchant's firm offer is irrevocable without consideration for up to how long?