Breach?

Question 1

Satisfaction clause = “if I am satisfied”

Answer 1

Limits your freedom – you can breach a satisfaction clause and be sued for breach of K (unlike “if I feel like it” – cannot breach b/c have not limited freedom)

Question 2

Promisor’s duty to exercise his judgment in good faith is adequate consideration to support the K

Answer 2

Mattei

Question 3

The presence of a satisfaction clause does not negate consideration (still bound/limiting legal freedom)

Answer 3

Mattei

Question 4

How you breach a satisfaction clause?

Answer 4

1. K’s where condition calls for satisfaction as to commercial value or quantity, operative fitness, mechanical utility, dissatisfaction cannot be claimed arbitrarily, unreasonably, capriciously
   * Reasonable Person Standard (Objective) used to determine whether satisfaction received- would the reasonable person be satisfied?
   * Cannot claim dissatisfied if reasonable person would be satisfied
2. Taste or judgment satisfaction clause
   * Aesthetics (subjective)
   * Cannot claim dissatisfied in bad faith

Question 5

If the other party materially breaches, you can stop performing, but if they have not, you’ve breached

Answer 5

Walker

Question 6

A material breach is a breach of the essence of the K

Answer 6

Walker

Question 7

Subcontractor has to be able to pay employees so failure to pay=breach, can stop working

Answer 7

Zulla

Question 8

Preventing the other party from performing is a breach

Answer 8

Patterson

Question 9

Merely making it more difficult for the other party to perform is not a breach

Answer 9

Iron Trade