1. 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.
2. 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.
3. 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
4. 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.
5. 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
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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)