Restrictions on the Right to Terminate

Question 1

What are the restrictions for a party to terminate a contract if another party has prima facie?

Answer 1

1. Party purporting to terminate elected to affirm the contract
2. Party purporting to terminate was not ready and willing to perform the contract
3. Party purporting to terminate was estopped from terminating the contract
4. There has been a waiver
5. Relief against forfeiture would be granted
6. There are express terms (if expressed clearly) that restricts other party from terminating
7. Unconscionable termination of the contract constitutes statutory unconscionability of ACL
8. Termination under an express contractual right to terminate breaches an implied duty of good faith