Breach and Repudiation Flashcards
Material Breach factors
Injured party will be deprived of benefit reasonably expected;
(tends to be most important factor)
Injured party can be adequately compensated for the part of the benefit he will be deprived;
Breaching party will suffer a forfeiture;
Likelihood that breaching party will cure their failure
Breaching party’s behavior comports with the standards of GFFD
Lane Enterprise v. Foster
A party commits anticipatory breach of a contract by failing to provide requested adequate assurances of performance.
Anticipatory breach
If reasonable grounds arise to expect other party to breach, obligee may demand adequate assurance of performance and may suspend performance if reasonable
If other party does not provide assurance - treated as breach
Anticipatory Repudiation
Repudiation defined: an act or declaration that clearly and unequivocally manifests an intention not to perform one’s duties or an inability to do so (R2d § 250)
Jacob & Youngs v. Kent
An omission, both trivial and innocent, will sometimes be atoned for by allowance of the resulting damage, and will not always be the breach of a condition to be followed by a forfeiture.
The owner is entitled to the money which will permit him to complete, unless the cost of completion is grossly and unfairly out of proportion to the good to be attained. When that is true, the measure is the difference in value.
If breach results in defective or unfinished construction - injured party can claim
(a) The diminution in market price of property; OR
(b) The reasonable cost of completion or remedying breach SO LONG as this cost is not clearly disproportionate to the probable to the probable loss of value to him.
UCC and material breach
UCC has retained the “perfect tender” rule
Any nonconforming performance constitutes a material breach
But, lots of opportunity to cure within reasonable time
