performance Flashcards
Goldberg corp v levy – p and d had lease agreement that said that the tenant was to pay a minim rent of 13.8k of rent a year AND was to pay the difference btween that proce and ten percent of the gross sales of the business conducted on the leased premise; however if the gross sale of the tenant didnt equal 101k then tenant had the option to cancel the lease; d gave notice of his intention to terminate after making less in 101k, p felt like they purposely mismanaged operations so they wouldnt gross 101k; issue of whether there was an implied covenant to reasonably try to act in good faith to make 101k
just because its not explicitly promised, based on the nature of a K/lease agreement, it can be implied that each actor should act in reasonable good faith
Mutual life ins v tailored woman – the complicated multi floor lease; P leased a basement, first second and third floor for a term of ten years, the lease said it was to be used for the sale, display of appear and other items; D had to pay a fixed minimum rent and additional rent equal to 4 percent of the income; P also leased them another space on the fifth floor, and the lease had the fixed rental but NO EXTRA PERCENTAGE PAY; d transferred its furs to the fifth flor, and then they ended up not having to pay the 4% they made on the furs: issue of whether D breached the implied duty of good faith by moving the fur to the fifth floor
Rule (majority) - a court can only go by what a K says, so while there may be an implied duty of good faith, as long as terms are followed, no breach of K
They lowkey say that the k should have been more fleshed out
Stop and shop v ganem - the premise lease was for 13 years for minimum rent of 22k and a percent rent of 1.25 percent of all gross sales over 1.2 mil. The lease did not state the purpose for which the premise was to be used, just that it required cash registers to record all sales; P was engaged in supermarkt, and after a while P intended to stop operating but would continue paying the minimum rent; d threatened suit to compel P to keep the supermarkt in operations or they would sue; issue of whether the lease contained an implied covenant to continue operations and if so, did the P act in bad faith by shutting down the store
there can be no breach of good faith if the D fails to show that the P acted in bad faith (idk lol)
what is the pefect tender rule under the ucc and when is it applied
applies in ks calling for a single delivery of goods, and it permits a buyer to reject goods if they are defective in any way, even if the seller has substantially pefromed
under the ucc perfect tender rule, what three options does the buyer have if the goods or the manner fo the seller’s tender of delivery fail in any respect to conform to the contract
reject the whole thing (must notify within a reasonble time)
accept the whole thing
accept any commerical unit or units and reject the rest
