Remedies

Question 1

remedies

Answer 1

three types: expectation, reliance, restitution

are to be liberally construed

consequential/special/penal damages may not be awarded except as specifically provided by UCC or other rule of law

Question 2

expectation damages

Answer 2

put IP in position as if the K were performed

are/want to be; 4 factor

Question 3

reliance damages

Answer 3

put IP in position as if K were never formed

Question 4

restitution damages

Answer 4

restore to IP any benefit they conferred on the BP

Question 5

ucc - seller’s remedies

Answer 5

• mitigation by reselling goods
• hypothetical MP at time and place of tender
• specific performance
• incidental damages
• unfinished goods

Question 6

ucc - buyer’s remedies

Answer 6

• can cover under a hypothetical MP
• cover sale
• hypothetical MP when buyer learned of breach
• specific performance

Question 7

ucc 2-713 - buyer’s remedy for seller’s nondelivery or repudiation

Answer 7

if seller simply does not deliver, MP is determined at time/place of scheduled performance

if repudiates, buyer is understood to learn of breach when:
- when buyer learns of repudiation
- commercially reasonable time after buyer learns of breach
- when performance was due

Question 8

diminution in value v. cost to complete (348)

Answer 8

if no SP (–> MP), court should award cost to complete. if there is SP, consider diminution

where SP has been rendered, the remedy is the cost of completion or correction, UNLESS that cost is grossly unfairly out of proportion to the good to be attained. when that is true, the measure is the difference in value

Question 9

incidental damages

Answer 9

extra costs incurred by aggrieved party in dealing w breach or in mitigating losses from the breach

Question 10

ucc - seller’s incidental damages

Answer 10

includes any commercially reasonable charges/expenses incurred in stopping delivery, in the transportation, care, and custody of goods after buyer’s breach, in connection w return/resale of goods or otherwise resulting from the breach

Question 11

ucc - buyer’s incidental damages

Answer 11

expenses reasonably incurred in inspection, receipt, transportation, and care/custody of goods rightfully rejected, any commercially reasonable charges/expenses in connection with effecting cover and any other reasonable expense incident to the delay or other breach

Question 12

consequential damages

Answer 12

“downstream” losses/lost profits caused to the NB party by the breach

only buyer may recover in UCC

recovered only if: at the time the contract was made, a reasonable person would have foreseen the damages as a probable result of a breach

Question 13

doctrines necessary to receive damages

Answer 13

• causation
• certainty
• foreseeability
• mitigation

Question 14

foreseeability

Answer 14

damages must be foreseeable by BP at time of CF

foreseeable as a probable result of a breach (ordinary course of events, special circumstances)

Question 15

certainty