Themis Contracts Practice Exam

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• In a contract for sale of flowers delivered to the buyer’s location via a third‑party carrier, under the UCC risk of loss passes to the buyer when:
• A wedding planner hires a bakery to make cupcakes. The bakery’s head baker goes on leave and the bakery assigns the contract to a pastry chef who has an equal reputation and skill. The wedding planner is informed and does not object. The pastry chef fully performs and the cupcakes conform to the contract. Under nondelegable duties, what is the likely result?
• When a party’s performance is not perfect but substantial, the nonbreaching party may recover the contract price minus the costs incurred to receive full performance. This is an example of:
• A theater owner and a light vendor negotiate for goods. The theater owner responds with an acceptance stating Delivery, Fixtures, and Stage Lights Sound Good, and adds installation would also be helpful. Does a binding contract exist?
• Which statement is true about option contracts when the offeree pays separate consideration to keep the offer open for a stated period?
• What is an accord and satisfaction, and how does it affect the original obligation?
• Regarding the waiver of an express condition, which statement is FALSE?
• How do contract formation rules differ between common law and the UCC on modification and consideration?
• What does the doctrine of frustration of purpose provide?
• When calculating cover damages, which components are recoverable?
• A gardener and a carpenter contracted for the carpenter to repair beehives for $500 each, total $2,000, payable upon delivery of the fourth repaired beehive. The gardener delivers all four beehives; The carpenter delivers the first two without issue and demands $1,500 on the third delivery. Is the gardener required to make the demanded payment at this time?
• An inventor assigns rights under a licensing agreement to a corporation without consideration. The inventor dies years later and devises the rights to his son. To whom should the manufacturer make payments under the licensing agreement?
• What distinguishes an offer from an invitation to negotiate, and how does this affect contract formation?
• What two components do courts typically examine to determine unconscionability?
• When an offeree begins performance of a unilateral contract, which statement is TRUE?
• In restitutionary recovery under a quasi-contract, which of the following is NOT a required factor?
• What distinguishes undue influence from duress, and what is the remedy?
• Under common law, if the breach is material, what remedies can the nonbreaching party pursue? If the breach is minor, what is possible?
• Which element is not required for misrepresentation to support rescission?
• Which statement describes a nonconformity in the sale of goods?
• Under the UCC, which of the following is true about parole evidence and course of performance when interpreting a contract for the sale of goods?
• In a scenario where a party withdraws from an illegal contract before the illegal purpose is achieved, restitution is possible if the party did not engage in serious misconduct.
• A contract provides that one party will pay a specified amount directly to a named third party who is not part of the contract. The third party is an intended beneficiary. Who can enforce the contract?
• For a real property transaction, which combination satisfies the Statute of Frauds?
• Which statement accurately describes assignment and delegation?
• What elements must be present for a writing to satisfy the Statute of Frauds for a contract not involving goods?
• Which of the following scenarios is typically not a candidate for specific performance?
• In which of the following circumstances is a court unlikely to grant specific performance?
• How long does a temporary restraining order (TRO) typically last?
• Which statement about duress is accurate?
• A man promised to gift his antique desk to his brother. The brother reasonably relied on the promise and disposed of his old desk in anticipation of receiving the desk. The promisor later kept the desk. Under promissory estoppel, the promise may be enforced if which of the following is true?
• Under the Uniform Commercial Code, which missing term cannot be supplied by the gap-fillers?
• The parol evidence rule applies to integrated contracts. Which statement is true?
• When is restitutionary recovery available and how is it measured?
• What describes the implied warranty of merchantability and how it can be disclaimed?
• Which statement best describes the relationship between integration and the parol evidence rule?
• In contract damages, what is the "foreseeability" rule, and how does it limit recovery?
• Regarding the acceptance of an offer, which statement is FALSE?
• Which statement about waiver interplay is accurate?
• A farmer offered his tractor to his brother for purchase and kept the option open for six months in exchange for $200; The farmer dies before the option is exercised, but the brother later exercises the option within six months. Which statement is correct?
• A dancer signed a six‑month contract with a traveling circus and breaches by missing two weeks due to a medical issue. The circus hires another performer. The dancer seeks the highest possible recovery. Which argument best supports the highest recovery?
• Which scenario best demonstrates elements of the implied warranty of fitness for a particular purpose?
• How can a contract clause ensure confidentiality and trade secrets protection, and what remedies exist for breaches?
• What is an implied-in-fact contract?
• FILL IN THE BLANKS. When a party clearly and unequivocally anticipatorily repudiates its contractual obligations, the other party _______ ignore the repudiation and demand that the repudiating party perform _______________________.
• A party who substantially performs a contract may recover the contract price minus costs incurred by the nonbreaching party to receive full performance. Which statement best captures this rule?
• How is risk of loss allocated under the UCC, and how do shipping terms affect it?
• How is economic duress defined, and what is its effect on contract validity?
• Under the UCC perfect tender rule, what two things does the rule require?
• Which statement correctly describes delegation and liability when novation is not present?
• An independent trucker and a manufacturer enter into a contract to deliver a farming implement. The trucker, however, delivers to a third party before delivering to the farmer, and the manufacturer refuses to pay. Who breached the contract?
• When satisfying a condition, which standard is generally used, and when is a subjective standard applied?
• Which statement about promissory estoppel is correct?
• If a destination contract authorizes the seller to ship the goods by carrier, when does the risk of loss shift from the seller to the buyer?
• How do illegality and public policy affect contract enforceability?
• In which circumstances may a party's silence be actionable as nondisclosure?
• If a party has substantially complied or performed with a constructive condition, what can the party recover?
• Who is an intended beneficiary in a contract?
• What is required to prove breach of contract in a breach by performance scenario under common law?
• Which statement is true about acceptance of an offer?
• Under the Statute of Frauds, which contract requires writing and signature to be enforceable?
• An option contract to hold an offer open is terminated by impracticability when the subject matter is destroyed through no fault of the offeror. Which statement is correct?
• What is a liquidated damages clause, and when is it enforceable or considered a penalty?
• If a contract is illegal, what is its enforceability?
• What are the requirements of a writing for contracts that fall under the Statute of Frauds?
• Under assignment of rights, the obligor is released from duties only if the other party releases the assignor.
• A chemistry professor offers to sell her autographed first edition of a novel to a colleague for $1,000. The professor provides a signed written statement that the offer remains open for one week. The colleague learns that the professor has already sold the book to someone else in the department. The next day, the colleague offers to buy for $1,000 and pays; the professor says it’s sold. Does the colleague likely succeed in a breach-of-contract action?
• Regarding the perfect tender rule, which statement is FALSE?
• What does the parol evidence rule generally prohibit?
• An oral contract for specially manufactured goods worth $500 or more may be enforceable under the statute of frauds if:
• If the breach is minor, which of the following best describes potential remedies?
• For a communication to be an offer, the communication must do which of the following?
• Differentiate consequential damages from incidental damages with examples.
• Which statement correctly describes evidence of course of performance in contract interpretation?
• When the paying party breaches a building contract at a time that the building is only partially complete, which of the following is TRUE?
• Identify a common exception to the parol evidence rule.
• Fraud in the factum (fraud in the execution) occurs when the fraudulent misrepresentation prevents a party from knowing the character or essential terms of the transaction. What is the effect?
• Which statement accurately distinguishes assignment of rights from delegation of duties and describes protection for the non-assigning party?
• When is the warranty of fitness for a particular purpose implied, and how must its disclaimer be made?
• Which discharge method requires a signed writing to be effective?
• Which subject matter is most commonly associated with specific performance?
• Under the Uniform Commercial Code, which statement about a requirements contract and the perfect tender rule is true?
• A contract is best characterized as which of the following?
• What is the effect of the Statute of Limitations on contract actions, and can tolling extend the period?
• How do express warranties arise in the sale of goods, and how can they be disclaimed?
• What constitutes valid consideration, and why is past consideration insufficient?
• A widow offers to sell her small business to a nonprofit organization. The contract is signed on June 1 and provides for closing at month-end. The organization’s agent orally informs the widow that the sale is conditioned on obtaining zoning-board approval to convert the office into an affordable-healthcare clinic. A week later the widow receives another offer for $35,000 and refuses to honor the contract. The organization sues for breach. The organization presents clear evidence that the zoning approval condition existed. What is the likely outcome?
• Identify another common exception to the parol evidence rule.
• What is the parol evidence rule?
• What is an illusory promise, and how does it affect contract formation?
• What are the elements of misrepresentation that can lead to contract rescission?
• In January, a farmer contracts with a chef to sell a certain quantity of local organic tomatoes to be delivered by August 1. The farmer tells the chef on June 15 that some of the crop is infested with pests and that he might not deliver on time. The chef insists timely delivery is essential. The farmer promises to try to deliver on time. Does the chef have legal grounds to cancel and order tomatoes from another source?
• Which describes a condition precedent and a condition subsequent?
• Under the four corners rule, what may a court consider to determine intent regarding integration?
• Under the UCC, when both parties are merchants, an additional term in the acceptance automatically becomes part of the contract unless one of three exceptions applies. Which of the following is NOT one of the exceptions?
• Which sequence correctly describes the priority of contract terms by the court when terms conflict?
• What does 'cover' mean under the UCC, and when may a buyer recover cover damages?
• A library contracts to purchase a sculpture for $1,000 due upon delivery; The sale is conditioned on approval by the chairperson of the Artistic Patronage Council; The chairperson orally approves; If the library sues the artist for breach, which statement is true?
• When a condition precedent is interfered with by one party, what is the effect on the condition?
• When does delegation not discharge the delegator’s liability, and what risk does delegation pose to the obligee?
• When a contract for the sale of goods lacks a price term, which method determines the price?
• An option to hold an offer open on a rare item is terminated by impracticability when the item is totaled through no fault of the offeror. What is the effect on the buyer's right?
• Which statement best distinguishes void contracts from voidable contracts?
• Compare impossibility, impracticability, and frustration of purpose; provide example consequences.
• Which statement about modification rules is true?
• Which is a recognized exception to the parol evidence rule?
• In a real estate sale, the closing is delayed because the seller cannot render possession by the closing date. The buyer had planned to move in; the seller expects to deliver by June 10. The buyer can recover damages equal to the fair market rental value for the period of delay. The storage costs for keeping items elsewhere are not recoverable. Which option matches?
• Under the UCC battle of the forms, if an acceptance contains a term changing the delivery time, and one party is a nonmerchant, what is the effect?
• Regarding services contracts, which of the following is the minimum that must be done for the contract to satisfy the Statute of Frauds?
• What is the formula for expectation damages?
• Mutual mistake vs unilateral mistake: which may allow rescission?
• In which of the following circumstances may a party's silence be actionable as nondisclosure?
• An assignment of rights is gratuitous. Which statement is true?
• Which elements must a writing satisfy to meet the Statute of Frauds?
• A debtor signs a written promise to pay a debt after the statute of limitations has run. Which statement about the enforceability of that promise is correct in most jurisdictions?
• The primary goal of contract damages is to place the nonbreaching party in what position relative to performance?
• What are expectation damages, and what must be shown to recover them?
• Under the material benefit rule, if a party performs an unrequested service that provides a material benefit, what can the performing party typically do?
• To establish the defense of mutual mistake, which of the following is NOT required?
• Which statement best describes an accord and satisfaction?
• The correct answer index for each question reflects the position of the best choice among the four. The distribution of correct-answer positions should be as even as possible across the zero-based indices.
• How does discharge by specific performance apply to land vs personal property?
• Fill in the blank. When both parties agree that another party will assume the contractual obligations of one of the parties, a __________ has occurred.
• Which party may sue to enforce the contract for the benefit of an intended beneficiary?
• A recent college graduate offered to buy all of the computers from a failing retailer for $10,000 for a 'reasonable number' of computers. The retailer had 50 computers; The graduate gave $10,000 and took 10 computers; When he demanded the other 40, the retailer refused. The court will likely dismiss because the contract is too indefinite.
• In a sale of goods, the buyer's acceptance includes a new term not in the offer. Under the UCC, what is the effect of this acceptance if the term is not conditioned on the offeror's agreement?
• What rights does an assignee obtain?
• What is anticipatory repudiation, and what options does the non-repudiating party have?
• A subscriber to a nature magazine contest is unlikely to prevail in a breach-of-contract action for a $1,000 prize because of which reason?
• Which of the following is a recognized method for discharging contractual obligations other than breach?
• If a contract for the sale of goods omits a price term, the court under the UCC will:
• On April 1, a buyer agreed to purchase an antique car for $20,000. On April 10, the buyer paid $15,000 by check with the notation: “This check is in full and final satisfaction of my obligation under our April 1 agreement.” The seller deposited the check. If the seller sues for the remaining $5,000, will the buyer’s accord and satisfaction defense likely succeed?
• Under the pre-existing duty rule, which statement is true?
• Which scenario would create an implied novation after delegation?
• If a shipment contract authorizes shipment by carrier, when does the risk of loss shift from the seller to the buyer?
• The four corners rule is historically associated with which body of law?
• If the delegate fails to perform, whom may the obligee sue?
• A contract for the transfer of a real property interest can satisfy the Statute of Frauds if any two of the following have occurred: payment, possession, or improvements of the property.
• Regarding the waiver of an express condition, which of the following statements is FALSE?
• Which scenario best illustrates misrepresentation with the goal of rescission?
• In the executor's auction sale scenario, a neighbor bid on a tractor and withdrew his bid before the auctioneer announced completion of the sale. Must the auctioneer permit withdrawal?
• A farmer offered his tractor to his brother for purchase and kept the option open for six months in exchange for $200; The farmer dies before the option is exercised, but the brother later exercises the option within six months. Which statement is correct?
• A wheat farmer contracts with an agricultural services company to provide five workers for five days in June for $5,000 total. The workers strike for part of the period, delaying performance by several days. The farmer later refuses to pay, arguing the delay excused performance. Does the farmer’s obligation to pay get excused?
• If a party to a contract for the sale of goods demands assurances of performance under the UCC and the other party fails to provide adequate assurances within the permitted period, what is the consequence?
• A Tshirt manufacturer contracts with a new clothing store to supply 1,000 T-shirts per month for two years. The contract allows returns for non-coquelicot T-shirts, but is silent about returns for coquelicot-colored T-shirts. The contract includes a course of performance showing that the store has repeatedly returned coquelicot T-shirts for a refund over the past year without objection. Under the UCC parol evidence rule, which fact is most relevant to the store’s claim?
• A contract contains a 'time is of the essence' clause and a party misses the deadline. The likely result is that the breach is:
• Are gifts enforceable contracts without consideration, and what doctrine can sometimes enforce them?
• A firm offer to sell up to 10,000 tubes of toothpaste at $1.00 per tube remains open for 45 days. After 45 days, the price increases to $1.10. The retailer orders 6,000 within 45 days and 4,000 after expiry. What price may the supplier charge for the 4,000 tubes ordered after expiry?
• Under the common-law rule for contracts for services, a material breach allows the nonbreaching party to withhold its own performance. A breach is material when the nonbreaching party does not receive the substantial benefit of its bargain. Substantial performance does not usually qualify as a material breach. A contractor sells 100 refrigeration units; the contract is FOB destination. The store seeks damages for breach of contract. The strongest defense is due to the 30-day leeway per industry practice, unless the contract forbids it.
• Which statement about divisible contracts is correct?
• Are anti-assignment clauses generally enforceable, and what is the effect of an assignment on the obligor's duties?
• For the parol evidence rule to apply, there must be a(n) __________________ agreement and a(n) ________________ written or oral statement about the agreement.
• What is an output contract?
• A landscaper delegates contract duties to a gardener with the homeowner's consent. The gardener fails to perform. Who remains liable to the homeowner if no novation occurs?
• At an auction of construction equipment, a backhoe is being auctioned in a lot with reserve. The contractor signals the auctioneer to withdraw the backhoe before the sale is completed. A bidder sues the contractor for the backhoe. How should the court rule?
• A store ordered 100 squares of shingles at a contract price of $120 per square. Delivery was required no later than noon on Monday, but arrived at 1:00 p.m. that day. The buyer rejected. The store resold the shingles for $110 per square and would have earned $3,000 profit if accepted. If the store sues for breach, how much can it recover?
• What is the difference between assignment and delegation?
• If a party has not substantially performed, what is the typical recovery?
• A refrigeration-unit manufacturer contracts to sell 100 units to a store with delivery by March 30. A strike delays the shipper; the manufacturer delivers on April 18. The store sues for breach. Which fact provides the strongest defense for the manufacturer?
• Under the UCC, risk of loss shifts in accordance with the contract's delivery terms; which statement best describes this?
• Regarding the 'perfect tender' rule, which of the following is FALSE?
• Which of the following is NOT required by the Statute of Frauds for a contract not involving goods?
• What is economic impracticability, and how may it discharge performance?
• Regarding consequential damages, which of the following is FALSE?
• If a party wrongfully interferes with the occurrence of a condition precedent, what is the effect?
• An innkeeper and a farmer routinely transact produce. The invoices reflect a 5 percent discount for cash payments; industry custom provides 5 percent discount for cash payments and 5 percent for predelivery, while the contract says no predelivery discount. Extrinsic evidence indicates a 5 percent cash discount. What discount applies?
• A perfume bottle supplier ships 1,000 bottles and charges $3.50 per bottle, but the court determines a reasonable price at delivery was $3.25. The perfumer had paid $2.50 per bottle earlier. What is the appropriate amount the court should award?
• Which statement about quasi-contract is correct?
• Under the UCC, in what two circumstances does the seller have a right to cure a defective tender? What must the seller do to cure a defective tender?
• How do accord and novation differ from each other?
• A minor enters into a contract to purchase a car; the contract is voidable at the minor's option. When can the minor disaffirm the contract?
• In contract remedies, which describes reliance damages?
• In a sale of a business where the buyer’s obligation depends on zoning-board approval, a court may rule that the buyer is entitled to damages if the seller refuses to perform when the condition is not satisfied and the evidence shows the condition existed. Which option best fits this scenario?
• Under the UCC firm‑offer rule, an offer by a merchant to keep an offer open for a stated time is irrevocable for that period, up to a maximum of three months unless consideration is given. A firm offer remains open for 45 days. If the buyer accepts after the firm offer expires, which statement is correct?
• With regard to the doctrine of mitigation, which of the following is FALSE?
• How can a contract clause address modifications, waivers, and the interplay between them?
• Under the UCC, what evidence can explain or supplement a seemingly unambiguous written contract for the sale of goods?
• For a service contract, what is the minimum action required for the contract to satisfy the Statute of Frauds?
• Contract terms that limit or exclude consequential damages are generally enforceable unless what?
• In a shipment contract, risk of loss passes to the buyer when:
• Regarding extrinsic evidence, which statement accurately reflects the priority among the listed sources for interpreting a contract for the sale of goods under the UCC?
• Repudiation no longer can be retracted at any point after which event?
• Economic impracticability may discharge or modify obligations.
• Under the material benefit rule, why is there a modern trend toward allowing enforcement of a promise to pay for an unrequested service?
• If a paying party breaches a building contract while the project is partially completed, the builder's recovery should include what?
• The owner of a bed and breakfast hires an artist to paint murals in five bedrooms; Payment is due upon satisfactory completion of all five rooms. The owner asks the artist to change the color palette in the remaining rooms; The artist refuses and terminates the contract. What damages is the artist likely entitled to recover?
• Which of the following is NOT a requirement of a quasi-contract?
• Which description correctly defines accord and satisfaction in contract law?
• Under the mirror image rule, when may an acceptance include additional terms under UCC battle of forms?
• A private port authority contracted with a crane company to help load and unload containers. A defect in a crane caused a container to drop, injuring someone. The port authority sues for breach of contract seeking to recover its settlement cost from the crane company. Is the port authority likely to prevail on a consequential-damages theory?
• Distinguish material breach from substantial performance and the resulting remedies.
• When a party clearly and unequivocally anticipatorily repudiates its obligations, the non-repudiating party may
• UCC Firm offer requirements?
• What is the seller's right to cure under the UCC when goods ship late or nonconform?
• How does the UCC perfect tender rule affect goods contracts, and what remedies exist for nonconforming goods?
• Under the gap-filler provisions of the UCC, when price is not determined at the time of contract, the court will fix a price at the time of delivery that is:
• Under the UCC parol evidence rule, which extrinsic evidence has priority in interpreting a contract for the sale of goods?
• Under the Uniform Commercial Code, in the jelly bean order scenario, the candy store reserved the right to cancel before December 15. The manufacturer shipped 500 bags of conforming jelly beans on January 20 and the store refused to accept. Which statement is correct about contract formation?
• In a contract dispute where a painter incurred costs for materials to complete a mosaic and a parking permit, which damages is the painter least likely to recover?
• A contract for delivery of 100 widgets was made for delivery by February 20. On February 3, the parties orally agree to postpone delivery to March 1. The widgets arrive March 1 and the buyer refuses to pay. Who is most likely to succeed in a breach-of-contract action?
• What is the effect of fraud in the inducement on a contract?
• When an indivisible contract involves both the delivery of goods and the rendering of services (a mixed contract), which statement is TRUE?
• What is a key limitation on retracting anticipatory repudiation?
• Under the option rule, an exception allows enforceable options without consideration. Which situation provides this exception?
• Under the doctrine of accord and satisfaction, a party may discharge a contractual obligation by rendering different performance, such as by tendering a negotiable instrument, if which conditions are met?
• A college student wants to purchase a car and asks a wealthy uncle to guarantee the loan. The uncle orally promises to guarantee the loan. The guarantee falls under the statute of frauds; is it enforceable?
• An offeror signs a written offer to keep an offer open until August, with no consideration. Under the firm-offer rule, what is the maximum period of irrevocability if no time is stated?
• Who bears the burden of proving a failure to mitigate damages?
• When does acceptance of goods occur under Article 2, and what actions count as acceptance?
• Under the Second Restatement, extrinsic term that would naturally be omitted can be introduced if?
• Which statement best describes a material breach?
• Under the Second Restatement, can an extrinsic term that would naturally be omitted be introduced if it does not contradict the writing?
• What kind of language is required to disclaim express warranties?
• A mechanic completes tractor repairs for $2,000. The farmer pays $1,000 and promises to pay the remaining $1,000 by June 1 if the mechanic agrees not to sue. The farmer's promise lacks consideration because the mechanic had a preexisting duty. Which option is correct?
• Which statement best describes an intended third-party beneficiary's rights?
• In mutual mistake defense, which statement is NOT required?
• What is the role of injunctive relief in contract disputes, and how does a temporary vs permanent injunction differ?
• In a battle of the forms between merchants, when an acceptance includes additional terms, those terms become part of the contract unless they would materially alter the contract or the offeror objects. Which statement best describes the effect if both parties are merchants and the terms do not materially alter the agreement?
• In a mixed contract for goods and services, the predominant purpose test under the UCC determines whether the contract is governed by the UCC. Which statement is correct?
• Reliance damages may be recovered for expenses incurred in reasonable reliance on the contract. Such damages may be reduced by the amount spent on materials that could reasonably be repurposed. This principle best illustrates:
• A woman offers to sell her office printer to a friend for $450, telling her to accept by mail to her business address but that the friend may use any reasonable means of acceptance. The friend accepts by mailing to the woman’s home address. The printer is later sold to another party after the one-week deadline. Will the friend likely succeed in a breach-of-contract action?
• Which contracts must be in writing to satisfy the Statute of Frauds, and what is the general rule for signature?
• Which term describes a contract formed when assent is inferred from conduct?
• Which statement best describes incidental damages?
• On November 1, a yacht owner posts a flyer offering to sell a yacht with a statement that the owner will hold the yacht for an amount if paid by November 20. A second buyer offers $60,000 on November 15 and the owner accepts. The first buyer later pays $50,000 on November 20 and finds the yacht has already been sold. Can the first buyer sue for breach?
• To satisfy the Statute of Frauds, which of the following is FALSE with respect to a sale of goods?
• A construction company contracted to purchase 100 windows in four equal shipments; They paid one-fourth with each delivery; The manufacturer demanded full payment before further shipments on June 1. Which statement is true?
• Under the Uniform Commercial Code, when a single delivery would be unreasonable because the buyer has no room to store the goods, what right does the buyer have regarding tender and delivery?
• Which statement is true about void contracts?
• What three factors does a court consider for restitutionary recovery in a quasi-contract situation?
• When is anticipatory repudiation applicable and how must it be communicated?
• What is an integration clause, and how does it affect admissibility of prior statements?
• When is specific performance available as a contract remedy, and what factors do courts consider?
• Under the UCC battle of the forms, when both parties are merchants and the acceptance contains additional terms, those terms become part of the contract unless:
• Which statement correctly describes an illusory promise?
• What is the duty to mitigate damages, and when does it apply?