Topics for Review Flashcards
Substantial Performance and Perfect Tender Rule; which is common law, which is UCC?
Substantial Performance = Common Law
Perfect Tender Rule = UCC
What is the Perfect Tender Rule and which case illustrates it?
A party doesn’t have to “perfectly perform”, just that the completed goods must perfectly conform to the terms of the contract in every respect
Complete performance under the terms of the contract that were promised to them
Printing Center of TX, Inc. v. Supermind Publishing Co.
If something is not “perfect tender”, what can the party do? And what section of UCC has this list?
- Reject/return the non-conforming goods and not pay for them
- Keep them (consider them “good enough”)
- Go find another seller for the same product, then sue the original seller for the difference between what they would’ve paid originally vs. what they had to pay to get them somewhere else
If a party gets another seller to produce the same product pursuant to the 3rd option in the Perfect Tender Rule, what section of UCC is that?
§ 2-712: Cover; Buyer’s Procurement of Substitute Goods
What is the acronym for Statute of Frauds, and what do each of them stand for?
MYLEGS
Marriage, Year long, Land, Executor, Goods (>$500), Suretyship
What are the two requirements for a contract to be valid under the Statute of Frauds?
- Must be a written agreement
2. Must be signed
What is the policy reason behind allowing a digital signature on an email/electronic communication to be sufficient as a signature under SoF?
It saves time and costs of administrative work relating to executing contracts
Which case demonstrates the year rule?
Professional Bull Riders v. AutoZone (PBR had a contract with AutoZone, AZ pulled out, claimed Statute of Frauds; if it was to be longer than a year, they should’ve had a signed writing)
What is the differentiation between Statute of Frauds with respect to goods and the UCC with respect to goods?
The UCC applies to all sale of goods
Statute of Frauds applies to the sale of goods for more than $500
For a writing to be sufficient about goods under the Statute of Frauds, it must include what?
What case demonstrates this?
The QUANTITY of goods
Eastern Dental Corp. v. Isaac Masel Co.
What is the calculation for Expectation Damages?
Expected profit + incidental damages
When are reliance damages calculated?
When it’s impossible to calculate expectation damages, or when it would be unfair to the defendant
What does reliance damages aim to do?
Put the plaintiff back into a position as if the contract never happened at all (the difference between where P started and where they ended up after performance)
What is the Lumley Rule and which case is it?
Contract law will not force someone to perform against their will (Lumley v. Wagner)
Which equitable remedy does the Lumley Rule fall under?
Negative injunction; court orders a party NOT to do something
It’s an attempt to compel them to perform by prohibiting them from doing the same for anyone else
When can punitive damages be awarded?
Rarely, but when elements of fraud, malice, gross negligence, or oppression mingle in the contract controversy
Courts will not award damages unless all three of these elements are met
F.U.C.
Foreseeability (party must reasonably give other party notice of potential loss from breach of contract)
Unavoidability (P has a responsibility to avoid incurring additional damages when a breach has occurred)
Certainty (to award damages, P must be able to provide sufficient evidence to show the amount of damages with reasonable certainty, otherwise it’s too speculative)
Under Unavoidability, what is the duty to mitigate doctrine?
Non-breaching party has a duty to mitigate (make less severe) the amount of damages incurred by them
Can’t intentionally make damages “worse”
What are 2 ways a plaintiff can mitigate damages?
- When D has breached the contract, P has to stop working towards full performance of K
- When employer has breached contract, they must seek new employment or accept an offer of equally similar position
For the Statute of Frauds, what are the two requirements for a signed writing?
- It must be received by the other party
2. The other party must have good reason to understand its contents
What is the UCC provision that governs Statute of Frauds sale of goods?
§ 2-201 (sale of goods for $500+ isn’t enforceable unless there’s a signed writing sufficient to indicate that a contract has been made, and is not insufficient because it omits or incorrectly states an agreed upon term)
What is the Merchant Exception to the sale of goods and the Statute of Frauds?
For the sale of goods between merchants, if one party puts out a signed writing, the other party must send their objection, or they can’t use the SoF defense
What CAN parol evidence do, and what CAN’T it do?
It CAN: Explain ambiguities in the terms of the final contract
It CAN’T: Add to or contradict things in the contract
What 3 conditions must be met for parol evidence to be admitted? (T.C.G.)
- Collateral agreement (subject matter is ‘totally different’ from the original contract, so it wouldn’t be implied by existing terms)
- Cannot contradict express/implied provisions of the contract
- Parties wouldn’t ordinarily expect to put it in the written contract (good faith omission)
