Contracts Flashcards
What happens if there is a defective installment?
Under an installment contract, buyer can REJECT or CANCEL WHOLE K if the installment delivery SUBSTANTIALLY IMPAIRS VALUE OF THE INSTALLMENT + it CANNOT BE CURED.
If it CAN BE CURED, then BUYER MUST ACCEPT, but can RECOVER DAMAGES for any LOSS it suffered bc of the nonconformity.
Promissory estoppel
Promissory estoppel may apply when there is NO VALID K.
It requires promisee DETRIMENTALLY + REASONABLY relied on the promisor’s promise.
If detrimental + reasonable, then contract will be enforced.
What is a devisable K?
A devisable K if where the parties’ performance is split into units of duties.
If one party breaches, party will still be owed for units already performed.
When will there be a quasi-K?
The court will input a quasi-K to avoid unjust enrichment – a party receiving a benefit without paying for it.
The party who received the benefit will need to pay the value of the benefit to the party that conferred it.
Distinguish
Assignment
Delegation
Novation
Assignment:
- Assignor gives up (1) obligation to perform under original under K; (2) right to be paid for it
- Obligor in OG K can sue BOTH the assignor and assignee for breach
Delegation:
- Assignor gives up (1) obligation to perform under original K
- Obligor in OG K can sue ONLY assignee for breach
Novation:
- BOTH obligor and oblige agree to it.
- A party gives up all of their duties and rights under K. New K formed with alternative party.
Under CL, modification needs new consideration. What are the exceptions?
The exceptions to medication needing new consideration under CL is:
(1) modification due to circumstances parties could not foresee when they contracted
(2) modification would be fair and equitable
Damages calculation when seller specially manufactures goods, but is able to resell them
damages=
contract price - resale price
expectation damages
Damages = Loss - Loss Avoided
restitution
Restitution avoid unjust enrichment by the defendant by allowing the plaintiff to recover the value of the benefit conferred on the defendant.
subtantial performance
- In every K, a party’s duty to perform is impliedly conditioned on the other party also performing its duty
- Under Common Law Ks, the condition of complete performance may be excused if they substantially performed.
- If the **breach is minor, there is substantial performance. **
- If the breach is material, there is not substantial performance.
- To determine whether a breach is material, a court will consider factors like: HAAW
- Hardship to the BREACHING party
- Amount of benefit received
- Adequacy of damages
- hether breach was willful.
Amount of benefit received:
Reasonable delay in performance is usually minor breach.
UNLESS time if of the essence in the K
To determine whether time is of the essence, the K terms and surrounding circumstances should be considered.
Devisable K
- If a K is divisible, a party who has performed one or more parts is entitled to payment for those parts.
- However, the nonbreaching party can sue for breach of the non performed parts, and can withhold its own performance due for those units.
- A K is divisible if:
1. performance is broken into units
2. each party has an equal amount of parts to perform
3. and performance of one party’s part matches a corresponding part by the other party.
Restitution
- Restitution can be awarded as an equitable remedy to avoid unjust enrichment.
- Breaching party can recover the value of the benefit conferred minus damages it caused to the nonbreaching.
Impractibilty in UCC
Duties will not be discharged where performance is merely more difficult or expensive than anticipated.
When King for sale of goods both parties must anticipate the possibility that there will be a change in market conditions, resulting in either an increased or decreased demand for the product.
Modification in Common Law v. UCC
Common Law: Modification
* Consideration required for modification to be enforceable.
*
* Exception: *
No consideration needed if: (1) modification is necessary due to unforeseen circumstances,, and (2) it would be fair and equitable. **
UCC: Modification
Consideration NOT required, but parties must act in good faith–they must have a reason other than extorting more money.
offer says item will be sold if parties agree to a price by X date. Each party send in the mail on the same date their proposed price. Its the same figure? K formed?
No K formed. Crossing identical offers is not enough for acceptance. One of the parties needs to sufficintly manifest thier acceptance still.
