Excuses

Question 1

Conditions (Common Law)

Answer 1

an event, not certain to occur, which must occur, unless its nonoccurrence is excused, before performance is due

Question 2

Language of Express Condition

Answer 2

“provided” indicates formation

absent explicit intent to establish condition -> courts will not interpret in that manner, particular if forfeiture

Question 3

If a non-occurrence of a condition would cause disproportionate forfeiture . . .

Answer 3

courts may excuse non-occurrence, unless occurrence was a material part of exchange

Question 4

Prevention Doctrine

Answer 4

A promisor can not take advantage of a failure of performance caused by the promisor

Prevention can negate the requirement to satisfy condition -> non-performance excused if b/c promisor

Question 5

Impracticability (Common Law)

Answer 5

if made impracticable w/o fault by an event, the non-occurrence of which was a basic assumption of K, duty of performance is discharged
- requires clean hands

K can say otherwise

Question 6

Frustration (Common Law)

Answer 6

party’s purpose is substantially frustrated w/o fault by event, the non-occurrence of which was a basic assumption, duty is discharged

K can say otherwise

Question 7

Anticipatory Repudiation (Common Law)

Answer 7

statement OR act that shows unequivocal intent not to do K

• no need to wait for actual breach to sue
• if one party repudiates -> other is excused

Question 8

For conduct to be anticipatory repudiation . . .

Answer 8

it must be definite and equivocal manifestation of intent to not perform

Question 9

Anticipatory Repudiation (UCC)

Answer 9

when one party repudiates unfinished K, other may . . .

(1) await performance, OR
(2) resort to any remedy for breach; AND
(3) either case may suspend performance

Question 10

Adequate Assurance (Common Law)

Answer 10

under reasonable grounds, party may demand adequate assurance & may suspend performance until received
- failure to assure is adequate for breach

Question 11

Adequate Assurance (UCC)

Answer 11

(1) K imposes duty that receiving performance will not be impaired
(2) reasonable grounds for insecurity -> can demand adequate assurance -> can suspend any performance not already received agreed return

Question 12

Material Breach (Common Law)

Answer 12

express conditions require strict performance

constructive conditions require substantial performance

Question 13

Material Breach Factors (Common Law)

Answer 13

(1) extent to which injured party is deprived of benefit
(2) extent to which injured party can be compensated for benefit deprived
(3) extent to which party failing will suffer forfeiture
(4) likelihood of curing failure
(5) extent to which failing party comports to good faith & fair dealing

Question 14

Divisible Contracts (Common Law)

Answer 14

if performances to be exchanged can be split to equal part performances, reciprocated performance is due on what has been completed by other party

Question 15

Perfect Tender (UCC)

Answer 15

if goods fail to conform to K, buyer may:

(1) reject the whole, or
(2) accept the whole, or
(3) accept any commercial unit(s) and reject the rest

Question 16

Does material breach apply to UCC?

Answer 16

NO