Bar Exam (Next Generation) Quiz: Omitted And Implied Terms
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Omitted And Implied TermsQuestion 1 of 11

Seller, a merchant with its place of business in Kansas City, Missouri, contracts in writing to sell Buyer, a merchant in Omaha, Nebraska, 'the 20,000 bushels of wheat now stored in the Prairie Grain elevator in Wichita, Kansas.' Both parties know the wheat is there and that Prairie Grain holds it for Seller under a storage agreement. The contract contains no term on the place of delivery.

Under the UCC, where must Seller make the wheat available to Buyer?

At Seller's place of business in Kansas City, because the UCC's default rule for the place of delivery is the seller's place of business.
At the Prairie Grain elevator in Wichita, because identified goods that both parties know are located elsewhere make that location the place of delivery.
At Buyer's place of business in Omaha, because in a sale of goods a buyer is entitled to receive delivery at its own place of business absent a contrary agreement.
At either Kansas City or Wichita, because a seller that is not required to ship conforming goods may choose any reasonable place to make them available.
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Bar Exam (Next Generation) Quiz

Bar Exam (Next Generation) Quiz: Omitted And Implied Terms

Practice Omitted And Implied Terms in Bar Exam (Next Generation) with focused quiz questions that help you check what you know, review explanations, and build confidence with test-style prompts.

What this quiz covers

This quiz focuses on Omitted And Implied Terms, giving you a quick way to practice the rules, question types, and explanations that matter most for Bar Exam (Next Generation).

How to use this quiz

Try each quiz question before looking at the correct answer. Use the explanations to review missed ideas, then come back to similar questions until the pattern feels familiar.

All questions

Question 1

Seller, a merchant with its place of business in Kansas City, Missouri, contracts in writing to sell Buyer, a merchant in Omaha, Nebraska, 'the 20,000 bushels of wheat now stored in the Prairie Grain elevator in Wichita, Kansas.' Both parties know the wheat is there and that Prairie Grain holds it for Seller under a storage agreement. The contract contains no term on the place of delivery.

Under the UCC, where must Seller make the wheat available to Buyer?

  1. At Seller's place of business in Kansas City, because the UCC's default rule for the place of delivery is the seller's place of business.
  2. At the Prairie Grain elevator in Wichita, because identified goods that both parties know are located elsewhere make that location the place of delivery. (correct answer)
  3. At Buyer's place of business in Omaha, because in a sale of goods a buyer is entitled to receive delivery at its own place of business absent a contrary agreement.
  4. At either Kansas City or Wichita, because a seller that is not required to ship conforming goods may choose any reasonable place to make them available.
Explanation: Whenever you see a UCC Article 2 question about delivery terms, your first instinct should be to recall the default rule: if the contract is silent on place of delivery, the seller's place of business is the fallback. However, the UCC provides a crucial exception. Under §2-308(b), if the goods are identified at the time of contracting and both parties know they are located somewhere other than the seller's place of business, that specific location becomes the place of delivery. Here, the contract identifies the exact wheat ("the 20,000 bushels... in the Prairie Grain elevator"), and both parties know it is in Wichita. Since the contract lacks a delivery term, the exception applies, so Seller must make the wheat available at the elevator in Wichita. The seller does not need to ship them; they just need to be available for the buyer to pick up. Now, the wrong answers. The choice about Seller's place of business in Kansas City reflects the general default rule, but it's a trap because it ignores the specific exception for identified goods known to be elsewhere. The choice about Buyer's place of business in Omaha misunderstands the UCC—a buyer has no right to receive goods at its own place of business absent a contrary agreement or a shipment contract. The choice about "either Kansas City or Wichita" is also wrong; the UCC does not give the seller discretion to pick a "reasonable" location when the goods are identified—the location is fixed by the statute. Your study tip: Always scan for "identified goods" and "known to be located" in the facts. If you see those, the place of delivery is that location, not the seller's place of business. This is a classic UCC nuance tested on the bar.

Question 2

Seller, a used-machinery dealer, has its principal place of business in Denver. Buyer, headquartered in Portland, enters into a signed contract to buy "the 2018 industrial crane currently located in Seller's Denver warehouse." The writing says nothing about where delivery is to occur. The parties have no course of dealing or usage of trade bearing on delivery. After the contract is signed, Buyer demands that Seller ship the crane to Portland. Seller refuses, insisting Buyer must arrange to pick it up in Denver.

Under the UCC, who is correct?

  1. Seller, because when identified goods are known to be located at a particular place, delivery must be made at that place. (correct answer)
  2. Seller, because absent a delivery term, the buyer must always take delivery at the seller's place of business.
  3. Buyer, because when no delivery place is specified, the seller must tender delivery at the buyer's place of business.
  4. Buyer, because a contract for sale of identified goods is a shipment contract requiring the seller to ship them to the buyer's location.
Explanation: When a contract for the sale of goods is silent on delivery, the UCC's default rules fill the gap. The key here is UCC § 2-308(a): unless otherwise agreed, delivery is at the seller's place of business—or, if the goods are identified and both parties know they are located somewhere else, delivery is at that location. Because the crane is specifically identified in the contract ("the 2018 industrial crane") and is known to be in Seller's Denver warehouse, that location becomes the delivery point. Even though Seller's principal place of business is also Denver, the rule specifically addresses this scenario: when identified goods are at a known place, that place controls. So Seller is correct. The wrong answers each miss a nuance. The choice saying "buyer must always take delivery at the seller's place of business" overstates the rule—it fails to account for the identified-goods exception, so it's too broad. The choice claiming the seller must tender at the buyer's place reverses the default; absent a term, delivery is at the seller's end, not the buyer's. The shipment-contract choice misunderstands the distinction: a shipment contract arises only when the contract requires shipment, but here no delivery term exists, so no implied shipment obligation. Finally, the choice that says "when identified goods are known to be located at a particular place, delivery must be made at that place" correctly captures § 2-308(b) (the exception), which is exactly the situation. Your takeaway: on UCC delivery questions, first check for a delivery term. If none, look for identified goods with a known location—that location becomes the default delivery point. If not, fall back to the seller's place of business. Memorize this hierarchy to avoid the "always" trap.

Question 3

A signed writing between Seller, a commercial baker, and Buyer states: "Seller agrees to sell and Buyer agrees to buy 10,000 pounds of artisan bread flour at a price to be agreed upon in a later writing." The parties intended to be bound immediately. They never agreed on a price, but Seller delivered the flour and Buyer accepted and baked with it. Buyer now refuses to pay, arguing that no contract existed because the price term was never settled.

Under the UCC, which of the following is most accurate?

  1. No contract exists because the absence of a price term makes the agreement too indefinite to enforce.
  2. No contract exists because the parties' later-writing language shows an intent not to be bound until price was agreed.
  3. A contract exists, and Buyer must pay the reasonable price of the flour at the time of delivery. (correct answer)
  4. A contract exists, but Seller may recover only its actual cost of producing the flour, not market value, because the price was left open.
Explanation: Whenever you see a contract for the sale of goods with a missing price term, think of UCC §2-305: if the parties intended to be bound and the price is simply left open, the court will supply a reasonable price at the time of delivery. Here, the writing says "intended to be bound immediately," and Buyer accepted and used the flour—so a contract exists. The "later writing" language does not show an intent not to be bound; it just postpones price agreement, which the UCC permits. Thus, Buyer must pay the reasonable price of the flour at delivery. Now the wrong answers: "No contract exists because the absence of a price term makes the agreement too indefinite" reflects the common-law rule, but the UCC specifically overrides that for goods—a price term is not required if the parties intended to contract. "No contract because the later-writing language shows an intent not to be bound" contradicts the passage's explicit statement that they intended to be bound immediately. And "Seller may recover only its actual cost" is wrong because the UCC's gap-filler gives the reasonable market price, not cost—cost is irrelevant unless no market exists. The trap here is importing common-law strictness into the UCC. Remember: for goods, open terms are often filled by reasonable standards—look for the parties' intent to be bound, not for every term to be settled.

Question 4

Manufacturer and Retailer signed an agreement giving Retailer the exclusive right to sell Manufacturer's hiking boots in Oregon. The agreement states no quantity, no minimum purchase requirement, and no express promise by Retailer to advertise or promote the boots. Retailer quickly begins spending most of its promotional efforts on a competitor's boots, stocks only a few pairs of Manufacturer's boots, and rarely offers them to customers. Manufacturer sues, claiming Retailer breached an implied obligation to use its best efforts to sell Manufacturer's boots.

Under the UCC, is Manufacturer likely to prevail?

  1. No, because the agreement's failure to state a quantity makes it too indefinite to create any enforceable obligation on Retailer.
  2. No, because an exclusive-dealing agreement imposes on the buyer only an obligation not to act in bad faith, which Retailer has not done.
  3. Yes, because an exclusive-dealing agreement imposes on Retailer an implied duty to use its best efforts to promote Manufacturer's boots. (correct answer)
  4. Yes, because Retailer is obligated to purchase all of Manufacturer's boots that it can reasonably resell, regardless of promotional effort.
Explanation: When you see an exclusive dealing agreement, think UCC § 2-306(2). It imposes an implied duty of best efforts on both parties: the seller to supply, the buyer to promote. Here, Retailer agreed to be the exclusive seller in Oregon. By shifting efforts to a competitor, stocking few pairs, and rarely offering them, Retailer undermines that exclusivity. This is a textbook breach of the implied duty of best efforts, so Manufacturer prevails. The choice saying "Yes, because an exclusive-dealing agreement imposes on Retailer an implied duty to use its best efforts to promote Manufacturer's boots" is correct. The choice claiming "failure to state a quantity makes it too indefinite" is a trap. UCC § 2-306(1) fills in a missing quantity in an exclusive dealing arrangement as an output or requirements contract, making it enforceable. The choice saying "only an obligation not to act in bad faith" is wrong because while good faith is always required, the UCC imposes a higher, affirmative standard of "best efforts" here—Retailer's passive neglect goes beyond mere bad faith. The choice that Retailer "must purchase all of Manufacturer's boots that it can reasonably resell, regardless of promotional effort" misstates the law; the buyer's duty is to use best efforts to sell, not to guarantee a specific volume independent of promotional effort. Your study tip: On the bar exam, whenever you see "exclusive dealing" or "exclusive right to sell," immediately scan for the implied best efforts duty under § 2-306(2). Also, remember that a missing quantity term is not indefinite in an exclusive dealing contract—it's treated as a requirements/output contract.

Question 5

A contract between Manufacturer and Distributor states that Distributor will buy "all of the components that Manufacturer produces during the next calendar year" at a stated price per component. The writing also states: "This writing contains the entire agreement of the parties." It says nothing about whether Distributor may reject components that are not needed because its own customer demand declines. Manufacturer's production remains steady throughout the year, but Distributor refuses to take the last 40% of production, explaining that its customer orders dried up after a market downturn.

Under the UCC, which of the following best describes Distributor's liability to Manufacturer?

  1. Distributor is liable for the full quantity of Manufacturer's actual output because an output contract requires the buyer to purchase all the seller's actual output. (correct answer)
  2. Distributor may reduce or stop taking components if its reduced takings reflect an actual good-faith change in its requirements, even though no requirements quantity appears in the contract.
  3. Distributor is liable for all components it reasonably anticipated at contracting, because an output contract's quantity is measured by the seller's stated estimate, not by later buyer needs.
  4. Distributor's obligation is excused because a market downturn makes performance commercially impracticable.
Explanation: Whenever you see a contract for "all that the seller produces" or "all that the buyer needs," you are dealing with UCC §2-306 output and requirements contracts. The crucial move is to identify which party's quantity fluctuates. In an output contract, the seller's output is the variable, and the buyer must take all of it, subject to the seller's good faith. Since Manufacturer's production remained steady, Distributor's obligation is to accept every component produced. Therefore, Distributor is liable for the full quantity of actual output. The trap here is the choice saying Distributor may reduce its takings based on a good-faith change in its requirements—that rule applies only to a requirements contract, where the buyer's needs are the variable, not to an output contract. Another choice incorrectly measures liability by what the buyer reasonably anticipated; an output contract's quantity is the seller's actual output, not a stated estimate or the buyer's forecast. Finally, the claim that a market downturn excuses performance under commercial impracticability is wrong: a market downturn is a foreseeable business risk, not an unforeseen contingency. Strategy: always ask "whose output or requirements are at stake?" and apply the good-faith limitation only to that party's fluctuations. Here, the seller's output is fixed, so the buyer cannot escape.

Question 6

Under a signed contract, Buyer agrees to purchase from Seller 'all of the copper wire that Buyer requires in its manufacturing business, at $4.00 per pound.' No estimate is stated. For five years Buyer has purchased about 10,000 pounds per quarter. Buyer then wins a one-time contract to supply wire to the government and demands 100,000 pounds from Seller in a single quarter. Seller refuses to deliver more than its normal quarterly amount. Buyer sues.

Who prevails, and why?

  1. Buyer, because a requirements contract obligates Seller to supply all of Buyer's actual requirements that are incurred in good faith.
  2. Buyer, because the UCC enforces requirements contracts without regard to the size of any particular demand unless the parties stated an estimate.
  3. Seller, because a demand that is unreasonably disproportionate to Buyer's normal prior requirements is outside the contract, though Seller remains bound for ordinary requirements. (correct answer)
  4. Seller, because the contract is unenforceable for indefiniteness since no estimate of quantity was stated, and Seller may refuse to perform entirely.
Explanation: Whenever you see a quantity term like "all that Buyer requires," you're dealing with a UCC requirements contract. These are enforceable, but the key limit is good faith—and a sudden, massive spike in demand can be bad faith. Here, Buyer's five-year history of 10,000 pounds per quarter sets a baseline. Demanding 100,000 pounds in one quarter—ten times the norm—is unreasonably disproportionate, so Seller may refuse that excess. But Seller remains obligated to supply Buyer's ordinary requirements, so Seller prevails only partially. The first wrong answer ("actual requirements incurred in good faith") misreads good faith: the demand itself is not in good faith because it's disproportionate. The second ("UCC enforces without regard to size unless estimate") ignores the UCC's implicit limitation that a requirements quantity must be measured by good faith and prior practice—even without a stated estimate. The fourth ("unenforceable for indefiniteness") is a classic trap: the UCC expressly allows requirements contracts without an estimate; indefiniteness is not a bar here, and Seller cannot walk away entirely. Study tip: On bar exam questions about output/requirements contracts, always check the magnitude of the demand against the parties' history. If the number is wildly out of line, think "bad faith" or "disproportionate," not "unenforceable."

Question 7

Seller and Buyer, both merchants, execute a signed contract for the sale of 100,000 pounds of steel coil. The contract states: 'Price: to be set in good faith by Seller on the date of delivery.' On the delivery date, the market price is $0.60 per pound. Seller, angry over an unrelated dispute with Buyer, tenders the steel and sets the price at $0.85 per pound. Buyer refuses to pay more than $0.60 per pound and sues.

Which statement is correct?

  1. Buyer may cancel the contract or fix a reasonable price, because Seller was obliged to set the price in good faith and its punitive price was not so set. (correct answer)
  2. Buyer must pay $0.85 per pound because the contract expressly delegated the price-fixing power to Seller, and Buyer agreed to be bound by Seller's determination.
  3. Buyer must pay $0.60 per pound because, when a price term is left open, the UCC supplies the market price at the time of delivery.
  4. The contract is unenforceable because the price term is too indefinite, and Buyer must return the steel or pay its reasonable value if it cannot.
Explanation: Whenever you see a price term left to one party's discretion, the UCC's good-faith obligation is the central issue. A contract is enforceable even if the price is not fixed, but the party setting the price must act honestly in fact and observe reasonable commercial standards. Here, Seller's anger and the punitive $0.85 price (against a $0.60 market) show bad faith, so the price is not binding. Under UCC § 2-305, when a price is left open and one party fails to set it in good faith, the other party may treat the contract as canceled or set a reasonable price — that's exactly what Buyer may do. "Buyer must pay $0.85” misreads delegation: Seller’s power to set the price is not absolute; it is conditioned on good faith. “Buyer must pay $0.60 because the UCC supplies market price" conflates two different provisions: the UCC's market-price gap-filler applies only when the parties fail to specify a price mechanism, not when they delegate pricing but the delegate acts in bad faith. "The contract is unenforceable" is the classic fear: UCC § 2-305 saves open-price contracts as long as the parties intended to contract, and here they clearly did. For the exam, remember the mantra: "Discretion ≠ unlimited." Any time a contract grants one party power to set a term, that power is always subject to good faith. If the price is punitive or arbitrary, the innocent party gets a reasonable substitute or can cancel.

Question 8

Neighbor, an electrical engineer who occasionally sells used appliances from her home, told Buyer that Buyer needed a refrigerator capable of maintaining a constant 34 degrees Fahrenheit to store temperature-sensitive vaccines. Neighbor said, "This refrigerator, which I have used for exactly that purpose, will do the job." Buyer relied on Neighbor's skill and judgment in purchasing it. The refrigerator cannot hold a temperature below 42 degrees, and Buyer sues for breach of implied warranty. Neighbor is not a merchant with respect to refrigerators.

Under the UCC, which of the following statements is most accurate?

  1. Buyer may recover only for breach of the implied warranty of merchantability because a refrigerator that cannot maintain 34 degrees is not fit for ordinary refrigerator use.
  2. Buyer may recover for breach of the implied warranty of fitness for a particular purpose, but not for breach of the implied warranty of merchantability. (correct answer)
  3. Buyer may recover for breach of both the implied warranty of merchantability and the implied warranty of fitness for a particular purpose.
  4. Buyer may not recover on either implied warranty theory because Neighbor made no express promise that the refrigerator would maintain 34 degrees.
Explanation: When you see a UCC implied warranty question, first ask whether the seller is a merchant. That distinction controls the merchantability warranty. Here, Neighbor is not a merchant with respect to refrigerators—she only occasionally sells used appliances—so the implied warranty of merchantability, which applies only to merchants who deal in goods of that kind, cannot attach. The key is that the buyer relied on Neighbor's skill and judgment to select a refrigerator that would maintain 34°F for vaccines. That reliance triggers the implied warranty of fitness for a particular purpose, which applies to any seller, merchant or not. Because the refrigerator cannot hold that temperature, Buyer may recover on that warranty alone. Why are the others wrong? The choice saying "Buyer may recover only for breach of the implied warranty of merchantability" fails because Neighbor is not a merchant, and merchantability requires a merchant seller. The choice allowing recovery for both warranties is incorrect for the same reason—merchantability is unavailable. The choice stating "Buyer may not recover on either theory because Neighbor made no express promise" misses the point: implied warranties arise from law, not express statements, and Neighbor's statement actually supports the particular-purpose warranty by showing the buyer's reliance. Your strategy: On exam day, immediately check seller status. If the seller is not a merchant, cross out merchantability and focus on fitness for a particular purpose—but remember that reliance and a stated particular purpose are required.

Question 9

A written contract for the sale of 5,000 custom-printed T-shirts contains no delivery date. Seller is a commercial printer in Ohio; Buyer is in Nevada. Three months after signing, Buyer demands immediate delivery. Seller ships the shirts two weeks later, and Buyer accepts them. Buyer then sues for breach of contract, claiming Seller was required to ship within a reasonable time not exceeding 7 days because Buyer's event was time-sensitive, though Buyer had never told Seller about the event when contracting.

Under the UCC, did Seller breach by shipping two weeks after Buyer's demand?

  1. Yes, because when a contract omits a time for performance, performance must occur within 7 days after demand.
  2. Yes, because Seller knew Buyer was in Nevada and should have inferred that prompt shipment was important to Buyer's business.
  3. No, because Buyer's demand effectively set a new delivery date that Seller met within a reasonable time after receiving it.
  4. No, because when no time for performance is stated, the seller must perform within a reasonable time, and Buyer has not shown that two weeks was unreasonable under the circumstances. (correct answer)
Explanation: Whenever you see a contract missing a term under the UCC, your first instinct should be to look for the "gap-filler" rule. For delivery time, UCC §2-309(1) steps in: if no time is stated, performance must occur within a reasonable time. Here, the contract had no delivery date, so the question is whether Seller's two-week delay after Buyer's demand was unreasonable. That brings us to the choice that says "No, because when no time for performance is stated, the seller must perform within a reasonable time" — that is exactly right. Buyer's demand for "immediate delivery" does not create a new contractual deadline; it merely triggers the existing gap-filler. The UCC presumes a reasonable time is acceptable, and Buyer has the burden to prove two weeks was unreasonable. Buyer's secret time-sensitive event is irrelevant because Seller had no knowledge of it—reasonableness is judged on facts known to the Seller at the time, not on uncommunicated expectations. Now, examine the wrong answers. The choice saying "performance must occur within 7 days after demand" invents a rigid statutory deadline that the UCC never imposes—that's a trap for students mixing up common-law or state-specific rules. The choice claiming "Seller knew Buyer was in Nevada and should have inferred prompt shipment was important" is flawed because geography does not imply urgency; reasonableness doesn't require mind-reading. The choice stating "Buyer's demand effectively set a new delivery date" is wrong because a demand is not a contract modification—it's a request that cannot unilaterally alter the contract's terms. Your study tip: on the UCC, any omitted term (time, price, place) defaults to a "reasonable" standard. Memorize §2-309(1), and remember that uncommunicated subjective importance never affects the reasonableness calculus.

Question 10

Buyer signs a contract with Seller under which Buyer will purchase from Seller 'all of the apple juice that Buyer requires in its bottling business, at $2.00 per gallon.' The contract states no duration and no termination provision. After 18 months of monthly deliveries, Seller notifies Buyer that it will cease deliveries in 14 days. Buyer objects, insisting that the contract must continue for a reasonable time and that 14 days' notice is insufficient.

Which statement best describes the parties' rights?

  1. The contract is valid for a reasonable time, and Seller cannot terminate before that reasonable time has expired, even with notice.
  2. Because the contract is of indefinite duration, either party may terminate it upon reasonable notification, so whether 14 days is reasonable is a question of fact. (correct answer)
  3. The contract is unenforceable for indefiniteness because it states no quantity and no duration, so either party may withdraw without liability.
  4. Seller may terminate only if Buyer's requirements have changed so that continued performance would impose an undue burden on Seller.
Explanation: Whenever you see a "requirements" or "outputs" contract, you're in UCC Article 2 territory, specifically §2-306. The key is to separate quantity, duration, and termination. The quantity here is definite—"all of the apple juice that Buyer requires"—which is a valid, enforceable quantity term under the UCC. The contract states no duration, so the gap-filler rule applies: the contract lasts for a reasonable time. However, the critical rule for indefinite-duration contracts is that either party may terminate upon reasonable notification. Therefore, the correct answer is that either party may terminate upon reasonable notice, and whether 14 days is reasonable is a question of fact for the jury. The choice stating the contract is valid for a reasonable time and Seller cannot terminate before that time expires misstates the law—termination with reasonable notice is permissible even before the reasonable duration has run its course. The choice claiming the contract is unenforceable for indefiniteness fails because the quantity is specified via the requirements term, and the duration is filled by the reasonable-time gap filler, so it is enforceable. The choice limiting termination to situations where Buyer's requirements change and impose an undue burden confuses the good-faith quantity-adjustment rule (which limits how much a party can vary its actual requirements) with the right to terminate—termination does not require a showing of undue hardship. Your takeaway: always distinguish between the contract's duration (reasonable time) and the termination right (reasonable notice). When you see an indefinite-duration contract, immediately think "terminable upon reasonable notice," and remember that reasonableness of the notice period is a fact question.

Question 11

Buyer and Seller sign a contract for 10,000 custom-printed circuit boards. The contract states: 'Buyer shall furnish final design specifications no later than March 1. Seller shall manufacture the boards and deliver them within 60 days after receiving the specifications.' The parties understand that Seller must begin production by April 1 to make timely delivery. Buyer provides no specifications by March 1. Seller, which had reserved production capacity for the order, reallocates that capacity on April 1 and notifies Buyer that it treats the contract as breached. Buyer furnishes specifications on April 10 and demands delivery.

In Seller's action against Buyer, who prevails?

  1. Buyer, because Seller's duty to deliver never arose without specifications, and a party cannot be in breach before its performance is due.
  2. Buyer, because Seller was required first to demand the specifications and give Buyer a reasonable opportunity to provide them before treating the contract as breached.
  3. Seller, because Buyer's failure to timely furnish the specifications was an anticipatory repudiation that Seller could accept on April 1.
  4. Seller, because Buyer's failure to seasonably specify, when specification was necessary to Seller's performance, excused Seller and allowed it to treat the failure as a breach. (correct answer)
Explanation: This question tests UCC 2-311 and the buyer's duty to cooperate. Whenever a buyer must supply specifications, remember that failing to do so is not just a delay—it's an actionable breach that excuses the seller. The correct answer is the one stating that Buyer's failure to seasonably specify excused Seller. Here, Buyer missed the March 1 deadline, and Seller had a fixed April 1 start date to meet delivery. Under UCC 2-311, if specifications are necessary for performance and the buyer fails to furnish them seasonably, the seller may treat the failure as a breach. Seller reserved capacity, waited a month, reallocated, and notified Buyer—that is a reasonable and effective election to treat the contract as breached. The first wrong answer, claiming Seller's duty never arose, is a trap. It is true Seller's duty was conditional, but that does not absolve Buyer of its own duty to furnish specs. Buyer's failure is the breach. The second wrong answer incorrectly requires a demand. UCC 2-311 does not mandate a demand before treating a failure to specify as a breach; the buyer has already defaulted. The third wrong answer mislabels this as an anticipatory repudiation. Repudiation requires an unequivocal refusal to perform, while this is a failure to perform a necessary act—a breach of cooperation, not a repudiation. Strategy: On the bar, always distinguish a repudiation from a failure to cooperate. If the buyer must supply specs and doesn't, look to UCC 2-311—the seller is excused and may treat it as a breach.