A+ Answers

A party’s ability to modify an agreement under the UCC requires good faith. Which of the following statements is correct regarding the two distinct inquiries a court must make to determine if the parties entered into the modification in good faith?

A A reasonable person would believe the conduct of the party seeking modification is consistent with “reasonable commercial standards” and whether the party provided consideration.

B The party asserting the modification must demonstrate that he was in fact motivated by a legitimate honest commercial reason and that the conduct is consistent with “reasonable commercial standards of fair dealing in the trade.”

C The party asserting the modification demonstrated an attempt to contact the other party and whether the other party was provided an opportunity to be heard.

D Party asserting the modification must demonstrate emergency and that the modification is reasonable under prevailing commercial standards.

Modification of an enforceable agreement requires new consideration

A if the contract is governed by the common law.

B if the contract is governed by the UCC Article 2.

C if the modification is not in writing.

D always because consideration is always required for all modifications.

Which one of the following is an accurate statement concerning a contract under the common law which contains a written provision specifically stating “no non-written modification will be recognized?”

A It is enforceable and thus the written contract cannot be orally modified.

B It may be modified only where objectively reasonable grounds exist.

C It may be modified only if the clause is not specifically signed on the original contract.

D It is not enforceable and thus the parties may alter their written agreement by oral agreemen

Which one of the following statements about a modification is correct?

A A valid modification can be retracted.

B A waiver can be retracted.

C A modification can never act as a waiver.

D Both of the statements in choice A and choice B are correct.

Which of the following factors will a court consider when determining whether the parties have entered into a valid modification of an existing contract?

A Duress

B Statute of Frauds

C Good Faith

D All of the above

Based on Roth Steel Products v. Sharon Steel Corp., which of the following statements is not correct?

A The seller’s threat not to sell, unless buyer agreed to the increased prices, was prima facie evidence of subjective bad faith.

B The seller’s subjective bad faith is not an element of the good faith requirement.

C The seller could have rebutted the presumption of bad faith by showing there was a contractual right to stop selling to buyer.

D The seller could have rebutted the presumption of bad faith by showing there was a good faith belief that there was contractual right to stop selling to buyer.

Under UCC 2-209, a merchant may supply a form which requires modification or rescission be in a signed record. Which of the following is true under the UCC if an oral modification or rescission is made in violation of a clause forbidding any oral modifications of the written contract?

A The attempted oral modification or rescission voids the contract.

B The attempted oral modification can operate as a waiver.

C The attempted oral modification must be supported by consideration.

D The attempted oral modification must be fair and equitable under the circumstances.

Under UCC 2-209, a merchant may supply a form which requires modification or rescission be in a signed record. Which of the following is a true statement where the contract containing that clause is contained a contract between a merchant and a non-merchant?

A The clause only becomes effective once the contract is signed by both parties.

B A clause forbidding oral modification is not permissible in a contract between a merchant and a non-merchant.

C The clause becomes effective once the merchant signs the contract.

D The clause must be separately signed by the non-merchant, otherwise the clause is ineffective.

Which of the following is not an accurate statement with regard to course of performance and its effect on modification?

A Course of performance may constitute a waiver of Statute of Frauds defense.

B Course of performance has no effect on modification.

C Course of performance may be a valid consideration a court can consider under both the common law and UCC Article 2.

D Course of performance may be basis for enforcement of modification but only if included in a signed writing.

Which one of the following statements is most accurate?

A Under the UCC, a modification must be express.

B Under both the UCC and common law, modification can be implied only if modification was reasonably contemplated at the time of the contract.

C Under both the UCC and common law, modification may be either express or implied.

D Under the UCC and common law, modification may be implied only where there are economic exigencies.

Under the UCC Article 2, a written modification is required in which one of the following situations?

A If the contract as modified is within the Statute of Frauds provision of the UCC .

B If the contract as originally written is within the Statute of Frauds provision of the UCC.

C A written modification is always required.

D A written modification is never required so long as both parties agree to the new term(s)