Professional Documents
Culture Documents
The Grid - Contracts
The Grid - Contracts
Pol: Non-breaching party entitled to benefit of bargain; to be situated as if no breach. (Direct and Consequential Loss of Bargain) + (Reliance Costs) (Avoidable Costs) (Loss Avoided from Breach). Direct foreseeable, cause, calculable Consequential foreseeable, cause, calculable
Excuse of Condition
-Forfeiture: excuse to condition enforcement of which would result in harsh deprivation or windfall -Materiality: cant be material (ct may fudge) -Fault: SPLIT: some no fault; others only negligenc -Impact: SPLIT: some require NO impact to nonbreacher; Others balance impacts -Pol: discourage rent seeking (money for nothin) -Wrongful Prevention: bad faith avoid/prevent condit. -Estoppel: reliance on other party saying cond. Met -Waiver: Wvr of immaterial condition by party owed -Waiver of material cond. reqs consideration
Consequential Damages
Foreseeable w/in reasonable contemplation of both parties, @time of K -Pol: Limitation allows for efficient breach, -want peeps to breach if cost of performance is higher than expected benefit to both parties -Criticism: Eff.Brch doesnt see non-econ factors; imperfect info; marginal cost of breach may subsume savings Causation Proximate Calculation must be reasonably calculable -New Business Exception
Specific Performance
When Sufficient and Necessary -Sufficient: -Value of perf. not much more than cost of perf. -Court must be able to supervise/enforce easily -Cannot cause undue burden on breacher -Not for personal service contract Necessary: -$ remedy inadequate; uniqueness of perf. Limitations: -Not for service Ks unless wildly unique -Pol: no forced labor; practical concerns on enforcement; efficiency of sour grapes perf.
Fraud/Misrepresentation
Fraud (5): (in factum: void; in inducement: voidable) -DF makes false statement/representation -DF knows its false -Made w/ intention to cause PL to enter K -It actually caused PL to enter K -PL is damaged Misrepresentation(3): [no need intent to deceive] -DF makes false statement or representation -Is material to K (rsnable person in circ. would rely) -Causation: actually caused reliance
Reliance Damages
-Covers expenditures made in reliance on K -Elements: *Reasonable AND *Immitigable -Limitations: -Value of contract: (pol: otherwise unrsnabl) -Losing K: Can be prorated by full loss or proportion of performance completed -DF must show losing K -Pol: Put injrd prty in place as K not formed
Mitigation/Loss Avoided
-Expectation limited to reasonably unavoidable damages -reasonable: eg: employment Ks: -need not take lower status, diff field job or relocate -Check For: Extra Time/resource for othr job -Volume Loss Seller Exception -Pol: -Not a duty, just a limitation on dmg -Discourages waste of resources, -Avoids moral hazard where nonbreacher has no incentive not to pile on damages on breacher -Burden on DF to show PL could have mitig.
Restitution
-Separate basis for liability, independent of K -Compensates for unjust enrichment of DF -Computation: -Market val. of performance unjustly retaind or -Amount DF is actually enriched -Limitations: -Breacher is limited to cost of contract -Minus any loss of recipients bargain -pol: how much is unjust to keep? -If payment is all thats left to complete K, no restitution, must sue in K. pol - efficiency -Thus, seller can pretty much not sue on restitution.
Duress/Undue Influence
Duress(3) or (4): [Voidable; void if extreme threat] -Wrongful act of coercion (tortious/criminal/wrongf) -can be economic too -Threat leaves no reasonable alternative than K -must b severe hardship, embarrassment not enough -Causation: actually causes to enter K -Circumstances caused by DF [only some cts] -pol: want capitalization on binds that just happen, dont want people investing in creating them Undue Influence: unfair persuasion of party under domination of party exercising persuasion -Under domination: justified in not thinking straight -Can also arise from relationship of blind trust - PL is justified in assuming best interests in mind
Anticipatory Breach
Repudiation by party of K obligations= breach Pol: avoid costs of waiting around for breach -Intention to breach unequivocally communicated or shown through actions -cts req. a lot for action: ie:create imposs. -Material breach -Based on Voluntary act -Remedies: Terminate (sue for dmg); Take action in reliance; Wait around -Request for Assurance: req. reasonable cause -entitled to reasonable assurance (UCC, no assurance = breach; same as CL) -UCC: Reasonable = Industry Standards
Express Conditions
-Event, absence of which relieves 1 or both parties of obligations under K. -Formation: language must clearly establish: causal language, only if, until, etc -otherwise court will construe as promise -Pol: avoid harshness of exp. cond. esp if cond is unrelated to dmg -If express cts. will construe as such -pol: if peeps went to trouble to make exp. must be signif., let them have it -Cntrctr Pay when paid = w/in rsnbl time
Materiality
-Breach of which excuses other party from entire perf. -UNLESS: K is expressly divisible -Cure: must give breacher opportunity to cure -Determining (6): -Can injured party still obtain benefit of K -Will inj. party by compensated for breach -Breacher partially or prepared to performed? -Hardship on/Fault of breacher -Likelihood breacher will perform rest of K -Totality (3): total relief of duty for non-breacher -Material -Impact of delay -Opportunity given to cure? Pol: cts often dont want to force continuation -Perfect Tender: UCC: May reject goods in any deviation from contract; accept rules though -buyer must give right to cure if seller wouldnt know significance of diff.