Performance, Breach and Discharge Flashcards
An event whose happening or nonhappening affects a duty of performance
A Condition
Contingency explicitly set forth in language
Express Condition
A wrongful failure to perform the terms of a contract that gives rise to a right to damages by the injured party
Breach
Nonperformance that significantly impairs the injured party’s rights under the contract and discharges the injured party from any further duty under the contract
Material Breach
An agreement between the parties to terminate their respective duties
of the Parties under the contract
Mutual Rescission
A new contract accepted by both parties in satisfaction of the parties’ duties under the original contract
Substituted Contract
Substituted duty under a contract (accord) and the discharge of the prior contractual obligation by performance of the new duty (satisfaction)
Accord and Satisfaction
substituted contract involving a new third-party promisor or promisee
Novation
Performance of contract cannot be done
Impossibility
The promisor—but not all promisors—cannot perform; does not discharge the promisor
Subjective Impossibility
No promisor is able to perform; generally discharges the promisor
Objective Impossibility
Will discharge contract if it occurs without the promisor’s fault
Destruction of Subject Matter
If performance becomes illegal or impractical as a result of a change in the law, the duty of performance is discharged
Subsequent Illegality
Principal purpose of a contract cannot be fulfilled because of a subsequent event
Frustration of Purpose
Where performance can be accomplished only under unforeseen and unjust hardship, the contract is discharged under the Code and the Restatement
Commercial Impracticability
