Performance and Discharge: Chapter 17 Flashcards
Discharged
A party is discharged when she has no more duties under a contract
Are all contracts discharged by full performance?
No. Sometimes, the parties discharge a contract by agreement
Commercial Impracticability
a defense for when things go amiss; Polly shouldn’t have to rent space for a restaurant that is closed
Condition Precedent
a condition that must occur before a particular contract duty arises
Condition
an event that must occur before a party becomes obligated under a contract
Express Conditions
no special language is necessary to create the condition; courts will enforce as long as parties intended to create condition
Implied Conditions
the parties say nothing about a condition but it is clear from their agreement that they have implied one
What is the key to all condition clauses?
if the condition does not occur, one party will probably be discharged without performing
Condition precedent
a condition in which an event must occur before a duty arrises
Condition Subsequent
a condition in which the condition must occur after the particular duty arises; if condition does not occur, the duty is discharged
What’s the difference between condition precedent and condition subsequent?
who must prove whether the condition occurred. Precedent - plaintiff proves condition happened. Subsequent - defendant must to relieve himself of any obligation
Concurrent Conditions
both parties have a duty to perform simultaneously
Public Policy
when a court will refuse to enforce an express condition on the grounds that it is unfair and harmful to the general public
Strict Performance
enables one party to benefit without paying and sends other empty-handed. A party is generally not required to render strict performance unless the contract expressly demands it and such a demand is reasonable.
Substantial Performance
In a contract for services, a party that substantially performs its obligations will receive the full contract price, minus the value of any defects; if fail, only recover value of work if that
Personal Satisfaction Contracts
a contract in which the promisee makes a personal, subjective evaluation of the promisor’s performance
subjective standard
means that the promisee’s personal views will greatly influence her judgement, even if her decision is foolish and unfair; only personal satisfaction contracts
Objective standard
used if assessing the work does not involve personal judgement or if the contract failed to explicitly demand personal satisfaction
Restatement of Contracts’s Good Faith
“Every contract imposes upon each party a duty of good faith and fair dealing in its performance and its enforcement.”
Time of the essence clauses
A time of the essence clause will generally make contract dates strictly enforceable; needs more than a date, must include clause
Breach
When one party breaches a contract, the other party is discharged
Material Breach
a breach that substantially harms the innocent party and for which it would be hard to compensate without discharging the contract
Anticipatory Breach
a breach in which one party makes it unmistakably clear that it will not honor the contract
Statute of Limitations
begins to run at the time of injury and will limit the time within which the injured party may file suit
True Impossibility
means that something has happened making it utterly impossible to do what the promisor said he would do
True impossibility is generally limited to these three causes:
Destruction of the Subject Matter, Death of the promisor in a Personal Services Contract, and Illegality
Destruction of the Subject Matter
good for money, goods get fungus, bad
Death of the promisor in a personal services contract
only if service cannot be transferred to someone else
Illegality
impossibility by breaking the law if so doing
