Contracts Ch. 16-18 – Damages & Specific Performance

Question 1

What is the third main question in K law?

Answer 1

What are the remedies for breach?

Question 2

Constructive Condition of Exchange (CCE)

CL vs. UCC Distinction

Answer 2

CL – SUBSTANTIAL PERFORMANCE: Failure to substantially perform means the other side may withhold their own performance. Cannot withhold payment if the other side has substantially performed, but may be entitled to recover for the breach

UCC – PERFECT TENDER: Seller must strictly perform all obligations or be in breach.
Exception: Doctrine of material breach applies to installment sales.

Question 3

Anticipatory Repudiation

frequently tested on FBE

Answer 3

What are your remedies when the other side says they are not going to perform on the
K (repudiation) before performance is due?

FL – DISTINCT, UNEQUIVOCAL, ABSOLUTE: A refusal to perform that is “distinct, unequivocal, and absolute” is repudiation permitting the other party to seek assurance of performance, to seek damages, or to mitigate damages.

UCC –Reasonable grounds for insecurity about the other side’s performance allows you to demand an adequate assurance of performance. If the party fails to respond within a reasonable time, you can treat this as repudiation.

Complete performance and waiting only on payment –CANNOT sue early; wait until payment is due!

Retracting repudiation –Possible unless: other side has 1) commenced a lawsuit; or 2) acted in reliance on repudiation