Remedies

Question 1

What are expectation damages?

Answer 1

standard measure of money damages.

puts the parties in the same economic position as if the K had been performed (i.e., as if the breach never occurred).

When in doubt look for the answer that most closely gives P the money she would’ve received absent the breach.

Question 2

What are reliance damages?

Answer 2

alternative measure of damages used when expectation damages are too speculative

designed to compensate P based on the value of her performance (puts parties in same economic position as if the K had never been formed)

Question 3

Who has the duty to mitigate?

Answer 3

All parties. A party may not recover for avoidable damages; D bears burden of showing P’s failure to mitigate

Question 4

What are incidental damages?

Answer 4

commercially reasonable expenses incurred by the non-breaching party in UCC ks (e.g., costs of inspecting, returning, storing, reselling goods)

In UCC K: recoverable by both buyers and sellers

Question 5

What are consequential damages?

Answer 5

foreseeable losses indirectly resulting from the breach;

Question 6

When are consequential damages recoverable?

Answer 6

If:

1. damages are a foreseeable result of the breach; and
2. when K was formed, D had reason to know P would suffer special, unrpreventable, or unexpected damages in the event of a breach.

In UCC Ks, only buyers can cover consequential damages.

Question 7

When do restitution damages arise?

Answer 7

in quasi-K situation.

Applies if there s no enforceable K and a party has been unjustly enriched

awarded based on the value of the benefit wrongfully conferred.

Question 8

Liquidated damages are only valid if

Answer 8

1. damages are difficult to project at time of K formation;

2. the provision is a reasonable estimate of actual damages

Question 9

In a UCC k, breach by seller, buyer keeps the goods; what are the damages?

Answer 9

FMV of perfectly-delivered goods minus FMV of goods actually delivered

**note: if seeller breaches by delivering non-confroming but superior goods, buyer is not responsible (does not reduce buyer’s damages).

Question 10

In a UCC k, breach by seller and seller keeps or buyer returns goods;

Answer 10

whichever is higher:

1. FMV of goods at time of breach minus K price, or
2. buyer’s const of covering/replacing goods minus K price

Question 11

Breach by buyer and buyer has goods

Answer 11

K price

Question 12

Breach by buyer and seller has goods

Answer 12

either:

1. K price minus market price at the time of delivery, or
2. K price minus resale price plus provable lost profits.