Rule Statements Flashcards
Equitable Remedies - Specific Performance
Specific performance is a contractual remedy by which a party to a contract is compelled by court order to render the promised performance or a substitute. Generally, it is not available unless there has been a breach of contract by nonperformance or repudiation. For a court to grant a plaintiff’s request for specific performance, the following requirements must be met: (i) there must be a contract; (ii) the contract terms must be sufficiently certain to provide a basis for the court order; (iii) the conditions required for the defendant’s performance must be satisfied; (iv) damages must be inadequate to protect the plaintiff’s expectation interest; (v) relief must be equitable; and (vi) enforcement must be feasible.
Partial Specific Performance
In general, the buyer is entitled to seek specific performance of a real property contract. When the seller is unable to perform fully under the contract, such as when the amount of land called for in the contract is more than the seller owns, then either the seller or the buyer can seek specific performance of the contract with an abatement of the purchase price to reflect the flawed performance of the contract. While the seller is usually denied such relief when the flaw is material, the buyer is generally entitled to seek specific performance with abatement regardless of the flaw, unless the flaw is so substantial as to call into question whether the parties entered into an agreement at all. For the court to permit this remedy, the amount of the abatement must be ascertainable, such as by using pro rata reduction in the purchase price to reflect the reduction in the size of property transferred.
Breach of K - Anticipatory Repudiation
The doctrine of anticipatory repudiation is applicable when a promisor repudiates a promise before the time for performance arises or elapses. The repudiation must be clear and unequivocal (as opposed to mere insecurity) and may be by acts or words. Repudiation excuses the occurrence of any condition that would otherwise prevent the repudiating party’s duty from being absolute. Upon repudiation, the promisee can treat the repudiation as a breach or ignore it and demand performance.
Breach of K - Compensatory Damages
Compensatory damages are intended to compensate a plaintiff for a legally recognized harm or injury. The award seeks to place the plaintiff in the same position that he would have been in had he not been harmed by defendant’s breach of contract. For the plaintiff in a contract action, the focus is prospective, the goal is to honor the plaintiff’s expectation interest by placing him in the same position that he would have been in had the defendant performed his contractual duty.
Breach of K - Consequential Damages
In a breach of contract action, damages that arise naturally from the breach (i.e., general damages) are recoverable. Other consequential damages may be recovered only if they were within the contemplation of the contracting parties at the time that the contract was made. If such damages are not foreseeable, then they cannot be recovered.
Equitable Defenses - Laches
The doctrine of laches is a failure to assert one’s rights in a timely manner, resulting in a claim being barred. The reasoning behind this doctrine is that the delay in asserting the claim may have caused a great increase in the potential damages to be awarded, or assets that could earlier have been used to satisfy the claim may have been distributed in the meantime. In other words, the defendant suffers a greater harm than if the claim had been timely asserted.
Equitable Defenses - Unclean Hands
Under the unclean hands doctrine, the plaintiff is not entitled to obtain an equitable remedy because he is acting unethically or has acted in bad faith with respect to the subject of the complaint.
Contractual Defenses - Breach of K
Once a duty to perform exists, nonperformance is a breach of contract unless the duty is discharged. Under common law, a material breach of contract (i.e., when the non-breaching party does not receive the substantial benefit of its bargain) allows the non-breaching party to withhold any promised performance and to pursue remedies for the breach, including damages.
Contractual Defenses - PER
Before signing a written agreement, parties typically negotiate their contract through a series of conversations, phone calls, letters, faxes, e-mails, etc. When the written contract is finally signed, it may or may not include all of the terms of these negotiations, or it may change the terms in some way. The parol evidence rule generally prevents a party to a written contract from presenting prior extrinsic evidence that contradicts the terms of the contract as written. The rule is concerned with whether any of the earlier oral or written terms are part of the parties’ contract, even though they are absent from the parties’ written agreement. The parol evidence rule does not apply to communications that occur after the execution of the written contract; it applies only to agreements reached before or contemporaneously with the execution of the written contract. Parol evidence may also be admitted to prove a condition precedent to the existence of the contract.
Expectation Damages (K only)
The goal of damages in a contract action is to honor the plaintiff’s expectation interest by placing him in the same position that he would have been in had the defendant performed his contractual obligations. A buyer is entitled to the difference between the market price and contract price plus any incidental and consequential damages, and less expenses saved as a consequence of the seller’s breach.
Incidental Damages (K only)
Incidental damages are generally reliance-type reasonable expenses incurred in a transaction that are recoverable without the special proof required for consequential damages.
Reliance (K only)
Generally, reliance damages can be recovered only when the plaintiff cannot prove a profit would have been made on the contract, or when the contract would have produced a loss. The plaintiff can recover expenditures made in preparation for performing the contract, as well as expenditures made in performing the contract, but reliance damages cannot exceed the contract price.
Restitution (Tort & K)
A plaintiff may be awarded monetary damages based on the plaintiff’s restitutionary interest. If there is a total breach of a contract by the defendant, then damages are measured by the benefit conferred on the defendant by the plaintiff.
Punitive Damages (Tort & K)
Punitive damages serve to punish a defendant who engages in serious misconduct with an improper state of mind. These damages also are intended to deter others from similar conduct by making an example of the defendant.
Nominal Damages (Tort & K)
When a plaintiff has established the elements of a cause of action, but has not suffered harm or loss (or when the harm or loss is slight), the plaintiff may be awarded a trivial sum of money.
