Enforcing the Deal

Question 1

Specific Performance

Answer 1

Proper if:

(1) money damages inadequate;
(2) subject matter is unique (no established market value)
(3) CL -> not for personal service

Question 2

Liquidated Damages

Answer 2

Proper where:

(1) difficult to ascertain actual damages
(2) liquidated amount = reasonable forecast of likely damages

Question 3

Limitation of remedies (UCC)

Answer 3

(1) parties may limit recoverable damages
(2) if exclusive/limited remedy fails for essential purpose, normal damages apply
(3) consequential damages may be limited or excluded unless unconscionable

Question 4

Expectation Interest (Common Law)

Answer 4

(loss in value + any other loss) - loss avoided

Question 5

Construction => Expectation Interest (Common Law)

Answer 5

defective/unfinished construction AND loss of value not proved with certainty = recover damages by cost to complete/fix

Question 6

Buyer’s Remedies (UCC)

Answer 6

buyer may cancel and recover price paid &

(1) cover OR
(2) recover damages

Question 7

Cover = Buyer’s Remedies (UCC)

Answer 7

good faith & w/o delay makes purchase for substitute

- recover as damages difference b/w “cover” and K price

Question 8

Damages = Buyer’s Remedies (UCC)

Answer 8

difference b/w market price & K price
\+
incidental/consequential damages
-
expenses saved

Question 9

Seller’s Remedies (UCC)

Answer 9

if breach seller may withhold OR stop delivery

Question 10

Seller’s Resale (UCC)

Answer 10

may resale if good faith & commercially reasonable

• difference b/w resale & K price
• with any incidental damages
• less mitigated damages

Must give notice to buyer

Question 11

Damages for Repudiation (Seller) (UCC)

Answer 11

difference b/w market & K price
with any incidental damages - mitigated savings

if damages not enough = damages can be expected profit

Question 12

Does the seller get consequential damages?

Answer 12

No, only the buyer gets consequential damages

Question 13

Avoidable Cost (Common Law)

Answer 13

breach can result in saving a loss

- cost avoided is subtracted from loss in value

Question 14

Avoidable Loss (Mitigation) (Common Law)

Answer 14

damages not loss that could’ve been avoided without undue risk, burden, humiliation
- not precluded if made reasonable but unsuccessful efforts

Question 15

Foreseeability (Damages)

Answer 15

(1) damages received should be fairly and reasonably considered
(2) arising natural from due course, OR
(3) reasonably in contemplation of both parties

Question 16

Certainty (Damages)

Answer 16

P seeking damages has burden of proof & must present basis for ascertaining

Question 17

Reliance Interest (Common Law)

Answer 17

any loss injured party would’ve suffered if K had been performed

Right t damages based on reliance

(1) expenditures made; LESS
(2) amount breaching party can prove injured party would’ve suffered had K been performed

Question 18

Restitution Interest (Common Law)

Answer 18

(1) reasonable value of what was received, OR

(2) extent to other party’s increase value

Question 19

Restitution Interest in Breach (Common Law)

Answer 19

entitled to restitution for any benefit conferred

- no right if performed all duties & no performance remains other than payment