Breach is a Condition that's Excusable if all Accord the Cancellation not Repudiate the Duty

Question 1

Breach

Answer 1

Breach Subtantially Suspends

(1) BREACH of K - occurs when the K duty was not substantially performed nor excused, giving the non-breaching party the right to suspend performance and sue for damages;
(2) SUBSTANTIAL performance - of a K duty occurs despite a material defect in performance (i.e., not perfect tender), when the defect was not made in bad faith and the substantial benefit was received;
(3) SUSPEND performance - a non-breaching party cannot suspend performance for non-material breach.
* despite-material bad-faith

Question 2

Condition

Answer 2

Condition Contracts Late

(1) CONDITION precedent - is an event that must occur before a promisor’s duty to perform matures; approval is based on an objective standard, it is only subjective if involving a personal taste or fancy, rather than mechanical utility or operational fitness;
(2) CONSTRUCTION K has this prior to payment;
(3) LATE performance - is not a material breach, unless it defeats the K purpose
* matures objective material

Question 3

Excusable

Answer 3

Excuse Subsequents

(1) EXCUSABLE nonperformance - occurs when performance becomes objectively impossible through no fault of the parties or unduly burdensome, and the risk was not assumed (forseeable) by the party who failed to perform;
(2) SUBSEQUENT illegality or incapacity will excuse performance when there are no alternatives.
* destroyed-subject-matter foreseeable

Question 4

Accord

Answer 4

A Nova

(1) ACCORD and satisfaction - occurs where both parties agree to modify performance; the new performance discharges the original performance, unless it is not performed;
(2) NOVATION replaces a K party with a new party, where the original party is expressly released and the party affirmatively assumes the K obligation
* discharge released affirmatively
* * new consideration

Question 5

Cancellation

Answer 5

• CW* Cancels Waive
  (1) CANCELLATION is the rescission of the entire K by mutual agreement, extinguishing the obligations of the parties;
  (2) WAIVER occurs where one party voluntary excuses (explicitly or impliedly) the right to sue for breach, but can be retracted if the other party has not acted in detrimental reliance
• mutual voluntarily retracted

Question 6

Repudiation

Answer 6

Anticipatory REPUDIATION - occurs when a party makes objectively clear its intent not to perform on the K, thus allowing the non-breaching party to suspend performance and seek damages
*objectively suspend seek

Question 7

Duty

Answer 7

NonBreach Avoid

(1) NON-BREACHING parties have a duty to mitigate damages stemming from a breach;
(2) to AVOID total forfeiture a court may interpret Ks as divisible, such as when there is partial executory performance
* mitigate