Contracts Flashcards
Where a builder in a construction contract breaches during the construction, the nonbreaching party is entitled to…
The cost of completion plus compensation for any damages caused by the delay in completing the building. The builder most likely will be allowed to offset or recover for work performed to that date to avoid unjust enrichment. The restitutionary recover is usually based on the benfit received by the unjustly enriched party. If substitute performance is readily available, damages are measured by the unpaid contract price minus the cost of completion (but only up to the value of the benefit received by the defendant)
implied in law contract
is quasi contract. when there is no contractual relationship between the parties an implied in law k action will prevent unjust enrichment of one party to the detriment of another.
CL rule regarding a prohibition on oral modification clause in a contract
a requirement that modification be approved in writing generally is unenforceable except under the UCC because the new modified contract implicitly includes a mutual agreement to abandon the wirting requirement set our in the old contract.
relationship between modifications and assignments
modifications clause does not pertain to assignments because assignments are not a modification. if it were, there could never be unilateral assignment because modification requires mutual assent. Thus, while a contract clause providng that any purported assignment by a party is void, may effectively prohitib assignment, the clause here requiring that modications be approved in writing will not have the same effect. and such a reuirement as to modications is generally unenforceable under CL.
In a construction contract, if the owner breaches the contract after the builder has already begun his performance, what can the builder recover?
The buiilder wil be entitled to any profit he would have derived from the contract plus any costs he has incurred to date. There is an expectation component ( the profit the builder would have made) and a reliancce component (the cost incurred prior to the breach) But builder has a duty to mitigate if possible.
Under the UCC, the buyer’s basic remedy where the seller breaches by refusing to deliver is …?
Under the UCC, the buyer’s basic remedy where the seller breaches by refusing to deliver is the difference between the contract price and either the market price or the cost of buying replacement goods (cover). If the buyer chooses the cover route to fix damages, the buyer must make a reasonable contract for substitute goods in good faith and without unreasonable delay.
Under the U.C.C., what effect if an acceptance as an additional term which was conditioned upon assent to the new terms…
Counteroffer, and there is at this time no contract between the parties. A written confirmation under the UCC is effective as an acceptance even though it states additional terms, unless the acceptance is expressly made conditional on assent to the additional terms. The confirmation form, stating that acceptance of order is conditioned on an additional term, not only states an additional term but also indicates that it does not accept the offer unless the offeror agrees to that term. Thus, there is not expressed definite acceptance but rather communicated a counteroffer. which can be reject or accept. Between merchants additional proposed terms in a valid acceptance automatically become part of the contract unless they proposed terms that materially alter the contract the offer expressly limits acceptance to its terms, or the offeror has already objected to the particular terms or objects within a reasonable time.
requirements to rescind a contract
both sides’ duties and obligations must be executory and if only one side of the contract is seeking rescission, then that party must prove an adequate legal ground like mistake misrepresentation duress, and failure of consideration to justify recision.
