Breach & Repudiation

Question 1

Common Law Breach

Answer 1

Rest S241:

If a party has not performed its contractual duties, they have breached the K unless there is a defense or excuse that applies

Question 2

Partial Breach

Answer 2

Partial Breach: counterparty or “non breaching party” may get damages but cannot rescind K

Question 3

Jacobs & Youngs v. Kent

Answer 3

Wrong but comparable pipes in the house, partial breach.

Question 4

Material breach

Answer 4

Material Breach: NB party can (1) pursue “on contract” remedies (damages) (2) “Off contract” remedies (rescind + seek restiution).

In either case, the non-breaching party can stop performing its obligations under the K

Question 5

Bowen

Answer 5

Job is essence of the agreement then there is a material breach

Question 6

Performance Factors

Answer 6

(1) most benefit they could K to recieve? (2) breaching party likely to cure non-prerormance

Question 7

Justice or Equity Factors

Answer 7

(1) would finding/not a MB create unfair forfeiture (2) D sufficient to compensate (3) GF? intention, reckless, negligent?

Question 8

Perfect Tender rule

Answer 8

UCC 2-601

Seller must tender goods that conform in all respects to those specified in the parties’ agreement
Any defect, no matter how slight or minor, provides the buyer the right to reject the goods prior to acceptance
can be defect in the quality of the goods, the timing of performance, or the manner of delivery

Question 9

Ramirez v. Autosport

Answer 9

Plaintiffs rejected the camper in a reasonable time, as defendant’s salesman advised them to. Defendant did not cure the defects when they had ample time to do so. As the old camper had already been sold, plaintiffs are entitled to the fair market value of it, which trade-in value is an appropriate measure of.

Question 10

Anticipatory Repudiation

Answer 10

Indicating that you will not perform an obligation > treated like a breach.

Question 11

Hochster v. De La Tour

Answer 11

Other party can sue before the performance has arrived.

Question 12

Failure to provide assurances is a

Answer 12

repudiation

Question 13

Anticipatory repudiation must be

Answer 13

clear and definite;
it’s not enough to:
request to cancel (Harrell v. Sea Colony)
express uncertainty about ability to preform (Lane Enterprises v. LB. Foster)

Question 14

If you become insecure about the other party’s willingness or ability to perform and that insecurity is reasonable (Scott v. Crown)

Answer 14

(1) you can ask for adequate assurances that other party will preform (2) you may withhold performance until you
get it if it’s reasonable.

Question 15

Does the breaching party have the right to cure?

Answer 15

If goods fail in any respect :
Buyer may (a) reject the whole (b) accept the whole (c) accept any commercial unit & reject the rest. UCC § 2-601

Rejection of goods must be :
within a “reasonable time” after their delivery & buyer must “reasonably” notify seller. UCC § 2-602

seller may have a right to cure :
time of rejection, relative to K date req. : beforee - uncond; after - reasonable if belief it would be accept. UCC § 2-508