Conditions Flashcards
Promissory condition
Performance is conditioned upon the occurrence of the promised performance by the other party.
Pure conditions
Contract conditioned upon the occurrence of events beyond control of either party.
Excusing conditions
When there is an express condition in the K, failure of that condition discharges the obligation.
Party whose obligation can perform anyway, but then obligation becomes absolute bc no longer subject to condition.
Condition can be excused based on bad faith conduct by the beneficiary of the condition.
Material breach
Breach of an express condition or a serious breach in a K that does not address remedy for breach.
Aggrieved party no longer obligated and can sue for damages.
Total breach damages
Damages for all the injured parties remaining rights under the K.
Substantial performance as remedy for breach
For less serious breach, in a services K, aggrieved party will not be discharged bc performing party substantially performed.
* often in construction Ks
Partial breach damages
Damages based on only part of the injured party’s remaining rights under the K.
* non material breach can only be partial breach.
Perfect tender rule
Under UCC, terms of the K are enforced exactly. Every term is express.
Failure of perfect tender rule
Seller’s failure means buyer can either reject, accept despite deficiency, or accept part and reject part.
Installment Ks under UCC
Breach of one installment breaches the entire K only if nonconformity substantially impairs the value of the entire K.
* But buyer can elect to reject only the installment, not reject the entire K.
Non-conforming delivery
If seller has reasonable grounds to think non conforming delivery will be acceptable, he can give notice of intent to substitute delivery and deliver within reasonable time.
