Common Law Damages Flashcards
Common Law Damages
- Expectation
- Incidental
3.Reliance
4.Recession
5.Consequential
6.Declaratory relief
7.Restitution
8.Specific performance
Expectation
What you expect to gain from performance
*** Interest in having the benfit of the bargain by being put in as good as a position as they would have been in had the contract been performed. R2d § 344
** LOSS in value of performance by breach, PLUS any other incidental or consequential loss, LESS any cost saved by not performing R.2d § 347
Incidental
Costs you incurred because of an incident of breach
*** Expenses reasonably incurred in inspection , receipt, transportation and care of custody of goods rightfully rejected , any commercially reasonable charges, expenses or commission in connection with effecting cover and any other reasonable expense incident to the delay or other breach. UCC § 2-715
Reliance
costs you incurred because you thought the contract was going to
be performed
** interest in being reimbursed for loss caused by reliance on the contract by being put in as good a position as he would have been in had the contract not been made. Restatement § 344
** expenditures made in preparation for performance or in performance, less any loss that the party breach can prove with reasonable certainty would have been suffered had the contract been performed. Restatement § 349
Recession
voiding the contract entirely, all exchanges will be rescinded and parties return to their ex ante positions
*** an equitable remedy alternative to specific performance, it places the parties in the same position as they would have been had the contract never been made at all.
Consequential
usually lost profits , losses that flow as a consequence of the breach
*** damages not recoverable for loss that party in breach had no reason to forsee as probable result of the breach when contract made. LOSS may be forseeable as a probable result of a breach because it follows from the breach
1. in the ordinary course of events, or
2. as a result of special circumstances that the breaching party had reason to know
declaratory relief
request to a court to declare what the parties rights are
***** 1. definite , concrete, and current dispute between parties
2. affect legal rights or relationships between two or more parties
3. proposed judgment would have a conclusive effect on the parties rights as opposed to an advisory opinion addressing hypothetical facts.
restitution
the value wrongfully withheld or obtained by the opposing party
***in sum of money is awarded to protect a party’s restitution interest, it may as justice requires to be measured by either,
1. the reasonable value to the other party of what he received in terms of what it would have cost him to obtain it from a person in the claimant’s position, or 2. the extent to which the other party’s property has been increased in value or his other interests advanced.
Specific performance
avoiding the agreed upon performance
*** in determining whether the remedy in damages would be adequate.
1. the difficulty in proving damages with reasonable certainty
2. the difficulty of procuring a suitable performance by means of money awarded as damages and
3. the likelihood that an award of damages could not be collected.
Limiting Principles
Certainty
foreseeability
mitigation
anti punitive
Certainty
there must be a rational basis with which the jury can award damages. there must be either a certain sum, or equation that leads to a certain sum R. 2d. § 352
Foreseeability
lost profits are avaible only when the loss is both foreseeable to the breaching party or explicitly communicated to the breaching party R2d § 351
Mitigation
all parties have a continuing duty to mitigate any damages they incur. this includes taking reasonable steps to secure substitute performance R 2d §350
Anti-Punitive
contract courts do not view breaches as conduct worthy of punishment. Liquidated damages clauses must be limited so as to not constitute a penalty and reflect a reasonable le effort to approximate damages that are difficult to estimate. R. 2d § 356
