Contract 46-55 Flashcards
The Warranty of Title includes what warranties?
The title conveyed shall be good and its transfer rightful;
AND
The goods shall be delivered free from any security interest or other lien or encumbrance.
Priority: N/A
Intended Third-Party Beneficiary
vs.
Incidental Beneficiary
Intended: Not a party to the contract, but has rights because the contracting parties agreed that their respective performances were intended to benefit an identified third-party.
Incidental: A person that just happens to benefit, but has NO legal rights because the purpose of the contract was not to benefit them.
Priority: Low
When does an Intended Third-Party Beneficiary’s rights vest?
When the beneficiary:
Manifests assent to the promise under the contact;
Detrimentally relied on the contract; OR
Brings suit to enforce the contract.
*Once rights vest, a contract CANNOT be modified without the third-party’s consent.
Priority: Low
When may rights and benefits under a contract be transferred (assigned) to a third-party?
IF:
The assignor manifests his intent to transfer the rights; AND
The assignee assents to the assignment.
Consideration is NOT required but if provided makes the assignment irrevocable.
Priority: Medium
When is an Assignment NOT valid?
IF:
It materially alters what is expected under the contract;
It is prohibited by law or public policy; OR
It is precluded by contract.
Priority: Medium
Assignments
Prohibitions vs. Invalidations
Prohibitions: Terms in a contract that prohibit the transfer of rights. If the rights are assigned, the assignor is liable for damages, but the assignment is still valid and enforceable by the assignee.
Invalidations: Terms in a contract that void all assignments. If the rights are assigned anyway, the assignment is void.
Priority: Medium
Which prevails in:
Multiple Gratuitous Assignments
Multiple Assignments for Consideration
Gratuitous: The last ASSIGNEE prevails
Consideration: The first assignment prevails, unless the later assignment:
Has no notice of the earlier assignment; AND
Is the first to obtain payment or indicia of ownership.
Priority: Medium
When are contract duties notdelegable?
The contract prohibits delegations/assignments;
The delegation is against public policy;
The contract is for personal services that call for the exercise of personal skill or discretion; OR
The delegation materially alters the expectancy of the oblige.
*An assignment generally includes a delegation of the unperformed duties under a contract.
Priority: Low
What are Expectation Damages?
When are they recoverable?
They arise directly from the breach, and are an attempt to put the non-breaching party in the same position it would have been in but for the breach.
To recover, the damages must be:
Caused by the defendant;
Foreseeable;
Certain; AND
Unavoidable.
Priority: N/A
What are Consequential Damages?
When are they recoverable?
They arise indirectly from the breach, and are awarded because of the injured party’s special circumstances.
To recover, the damages must be:
Reasonably foreseeable at the time of contract formation;
Arise from the plaintiff’s special circumstances that the defendant knew of (or should have known); AND
Certain (not speculative).
Priority: N/A
