H Chapter 14 Flashcards
Assignment
Transfer of K rights
Assignor
one who assigns rights
Assignee
one to whom rights are assigned
Delegation
Transfer of K duties
Delegator
one who delegates duties
Delegatee
one to whom duties are delegated
When can’t you do a assignment and/or delegation
The contract is personal in nature ( special skill or trust etc)
Prohibited by contract or law
Greatly increases risk to a party ( especially can happen in delegation)
Assignment of All Rights
usually means an assignment of rights and a delegation of duties assignor remains liable if assignee fails to perform
3rd Party Beneficiaries
A third party not a party to the original K who stands to benefit from that original K
Types of 3rd Party Beneficiaries
Creditor….stands to benefit due to a debt owed
Donee…….stands to benefit due to an intended gift ( most common = life insurance)
Incidental….no intent and therefore have no rights
What do rights vest?
3rd party demonstrates express consent
3rd party materially alters position
Vesting conditions are satisfied ( in life insurance when insured dies)
Discharge
termination of obligation
Performance
fulfillment of K duties
Condition
An event whose occurrence creates rights and duties
Types
Condition Precedent
Something that must occur before to trigger K rights/duties
Ex: Before you rent apt you must pay 3 month rent including security
Condition Concurrent
Something that must happen at same time as something
else
Ex: You must pay at the same time as delivery or no delivery ( COD)
Condition Subsequent
Something that will terminate or extinguish K rights/duties
Ex: tenant is evicted because landlord found pet and no pets allowed
Complete Performance
Total 100% performance as expected
Substantial Performance
Enough performed to satisfy K purpose ( seen in construction because so hard /$ to correct any deviation) ( not seen in UCC sales Ks as much because easier to fix issues)
Once a court rules substantial performance then the defendant only liable for difference between agreed performance and obtained performance
Ex: A wants a 20K pool gets an 18 K pool and court rules substantial performance even though repair to make pool a 20K as originally agreed would cost 5K. Plaintiff only gets 2K.
Personal Satisfaction Conditions
need only be subjective and objective view does not matter Ex. A agrees to pay B $ 500 if A’s mom likes a painting of mom. If mom does not like the painting A does not have to pay even if painting was great as per experts.
Material Breach
major breach that allows all to leave because it violates basic K purpose
Anticipatory Breach/Repudiation
Executory K where one party tells other that he will not finish performance so other party can:
Sue when due
Sue now
Encourage performance….let’s work it out
Rescission
Discharge by mutual agreement..parties back to where started
Novation
Same K but change one of parties
Accord and Satisfaction
Agree to lesser performance ( check cases or perfect consideration case discussed earlier )
Discharge by Operation of Law
Material Alteration = one of party changes K too much
Statute of Limitations = time runs out
Bankruptcy =someone out of money and gets BK ruling
Impossibility = Something happens that makes performance impossible
Material Alteration
one of party changes K too much
Statute of Limitations
time runs out
Bankruptcy
someone out of money and gets BK ruling
Impossibility
Something happens that makes performance impossible
Types
Subjective….not really good…person claims cannot be many could
Objective….good……nobody can do it
Personal performance required…only certain one can do and cannot
Important item destroyed/person killed or incapacitated
Change in law
Commercial Impracticability
Panama Canal Case ( case not in book)…unforeseen events make performance unreasonable/unfair/hardship
Frustration of Purpose
Coronation Case ( case not in book )…unforeseen events frustrate the original purpose of K
