LEGL 2700 Chapter 9 Flashcards
What is the pyramid for the interpretation of contracts?
- handwritten
- typed
- pre-printed terms
what is the parol evidence rule?
parties to a complete and written contract cannot introduce evidence of oral agreements made at the time or prior to the written contract that would change the terms of the contract
what is the first nuance to the parol evidence rule?
evidence of oral modifications occurring after the written contract may be admitted
what is the second nuance to the parol evidence rule?
evidence to explain the meaning of the terms may be admitted
what is the integration clause?
this written document is your entire agreement
what are the conditions of performance?
condition precedent
condition subsequent
payment and delivery of goods
levels of performance
what is condition precedent?
if something must take place in the future, before a party has a duty to perform
what is condition subsequent
excuses contractural performance if some future event takes place
what is payment and delivery of goods (UCC)?
when the contract does not specify, then a buyer’s payment is a condition that must be satisfied before the seller has s duty to deliver the goods
what are the levels of performance?
complete performance
substantial performance
material breach
what is complete performance?
everything required under the contract has been done (other party is obligated to completely perform)
what is substantial performance?
less than full performance but greater than significant performance (other party is required to perform and may sue for any damages resulting from the breach)
what is material breach?
the performance is materially deficient or non-existent (the other party is received from performing and may sue for any damages)
what are the excuses for non-performance ?
impossibility
discharge of performance
breach of contract
what is impossibility?
performance is illegal or physically impossible (higher standard)
what were the facts for East Capitol View Community v Development Corp v Robinson?
□ Funding grant that had provided grant to give him money to pay him and the funding grant went away so he was fired and then he sued
what did the court hold for East Capitol View community v Develop Corp v Robinson?
□ No, the doctrine of impossibility makes it impossible, it does not excuse performance under the contract
what is commercial impracticability (UCC)?
circumstances greatly increase the difficulty and violate the parties’ reasonable expectations (lower standard)
what is under discharge of performance?
waiver and release
what is a waiver?
a party gives up a right to enforce a contact (timing = after non-performance)
what is a release?
when a party allows the other not to perform (timing= before non-performance)
what is breach of contract?
arises when a party does not accomplish the obligation of contractual performance
what are remedies for breach of contract?
damages
duty to mitigate
equitable relief
third party rights
what are the damages awards?
compensatory, liquidated and consequential
what are compensatory damages?
damages that aim to put the plaintiff in the same position as if the contract had been performed
what happens if buyer breaches?
lost profits and contract prices
what does lost profits mean?
if defendant fails to pay but plaintiff makes a replacement sale for lower price
what does contract price mean?
if defendant fails to Pay for goods/ services and seller cannot resell
what happens if seller breaches?
difference between market price versus contract price
what does difference between market price versus contract price mean?
if defendant fails to deliver good/ service and it is procured at a higher rate
what are liquidated damages?
when the amount of damages is stipulated in the contract
what are consequential damages?
damages for downstream impact of the breach (arises from unusual foreseeable losses)
what is an example of consequential damages?
lost sales
what is duty to mitigate?
victim of breach of contract must take reasonable steps to mitigate damages
what is under equitable relief?
specific performance, induction and rescission
what is specific performance?
requires the defendant to do what he or she is contractually obligated to do
what is Oliver v ball about?
Mr. Oliver was an owner of 71 acres of real property and entered a sales agreement to sell to the Ball family and ended up not wanting to sell the land
what did the court hold for Oliver v Ball?
the court did award for specific performance
what is injunction?
a court order directing a party to do or to refrain from doing something
what is rescission?
the court cancels the agreement and returns the consideration exchanged to each respective party
what is the general rule for third party benficiaries?
third party cannot enforce contract
what are the exceptions to third party beneficiaries?
creditor beneficiaries and donee beneficiaries
what is under third party rights?
beneficiaries, assignment and delegation, novation
