Breach

Question 1

Breach Definition

Answer 1

Any performance that does not match the terms and provisions (expressed and implied) of the contract. An anticipatory repudiation of obligations also serves as a breach.

Question 2

Material Breach Non Goods

Answer 2

1. The extent to which the injured party will be deprived of the benefit that they reasonable expected.
2. The extent to which the injured party can be adequately compensated for the benefit of which he will be deprived.
3. The extent to which the party failing to perform or to offer to perform will suffer forfeiture.
4. The likelihood that the party failing to perform or offer to perform will cure their failure, taking into account of all the circumstances, including any reasonable assurances.
5. The extent to which the behavior of the party failing to perform or to offer to perform comports with standards of good faith and fair dealing.

Question 3

Material Breach Goods

Answer 3

Perfect Tender Only:

• Reject the whole
• Accept the whole
• Accept any commercial unit or units and reject the rest

Question 4

Total Breach

Question 5

Partial Breach

Answer 5

1. The extent to which it reasonably appears to the injured party that delay may prevent or hinder him in making reasonable substitute arrangements
2. The extent to which the agreement provides for performance without delay, but material failure to perform or to offer to perform on a stated day does not of itself discharge the other party’s remaining duties unless the circumstances, including the language of the agreement, indicate that performance or an offer to perform by that day is important.

Question 6

Is contract divisible?

Answer 6

1. Whether the parties intended that the agreement be divisible.
2. Whether the contract, by “its terms, nature, and purpose, is susceptible of division and apportionment?
3. Whether the division harms the value of the performance reasonably expected by each party.

Question 7

Anticipatory Breach

Answer 7

When either party repudiates the contract with respect to a performance not yet due the loss of which substantially impair the value of the contract to the other the aggrieved party may

1. For a commercially reasonable time await performance
2. Resort to any remedy for breach, even though notified to wait by the other party.
3. Suspend their own performance

Question 8

Retraction of Anticipatory Breach

Answer 8

1. May retract as long as not final.
2. Retraction may be made in any form that clearly indicates will perform.
3. Reinstates rights and duties of the contract.

Question 9

Assurance

Answer 9

1. When reasonable grounds for insecurity arise with respect to performance of the contract the other party may in writing demand adequate assurance. Until they receive adequate insurance, they may if commercially reasonable suspend any performance for which they have already not received the agreed return.
2. If assurance is not received within 30 days, then it is repudiation.

Question 10

A buyer has accepted goods when:

Question 11

Effects of Acceptance of Goods

Answer 11

1. Must pay contract rate
2. Made with knowledge nonconformity cannot be revoked.
3. Tender Accepted (Barred from recovery if not discovered within reasonable time or (Property; reasonable time or barred)
4. Burden on the buyer to show breach.

Question 12

Buyer rights

Answer 12

1. Reject
2. Accept Whole
3. Accept Partial

Question 13

Notification of Rejection

Answer 13

Rejection of goods must be within a reasonable time after the delivery or tender. (Cannot reject goods that conform)

Question 14

Rejection 2nd Chance

Answer 14

1. Value impaired (Reasonable assumption the nonconformity would be cured and isn’t cured or Without discovery of nonconformity the acceptance was reasonably induced. By either difficulty or seller’s assurance.)
2. Revocation must be within reasonable time after should have been discovered or known.
3. Retains original rejection rights.

Question 15

Cure for Non Conforming Goods

Answer 15

1. Seller rejects because of non-conformity and time of performance not expired, then the seller may seasonably notify buyer intention to cure.
2. Buyer rejects non-conforming goods which the seller had reasonable grounds to believe would be accepted, then seller may seasonably notify the buyer further reasonable time is needed to substitute a conforming good.