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Performance discharges in law

Performance discharges in law



Performance discharges in law

Performance discharges in law



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    Performance discharges in law Performance discharges in law Presentation Transcript

    • Performance and Discharge CHAPTER 17
    • Quote of the Day
      • “ If you can’t give me your word of honor, will you give me your promise? ”
      • Samuel Goldwyn,
      • Hollywood producer
    • Discharge
      • A party is discharged when she has no more duties under a contract.
      • Most contracts are discharged by full performance.
      • Sometimes the parties discharge a contract by agreement.
      • Rescind means that they terminate it by mutual agreement.
    • Conditions
      • A condition is an event that must occur before a party becomes obligated under a contract.
      • How Conditions are Created
        • Express Conditions -- No special language is necessary to create the condition, but it must be stated clearly somehow.
        • Implied Conditions – The condition is not stated, but is clear from the agreement.
    • Types of Conditions
      • Condition Precedent
        • Must occur before a duty arises.
      • Condition Subsequent
        • Must occur after the particular duty arises.
      • Concurrent Conditions
        • Certain things must occur simultaneously.
    • Performance
      • Strict Performance
        • Performance that is exactly what promised; is usually not expected and failure to do so does not cause for discharge.
      • Substantial Performance
        • A party that substantially performs its obligations will receive the full contract price, minus the value of any defects.
        • A party that fails to perform substantially receives nothing on the contract and will only recover the value of the work, if any.
    • Personal Satisfaction Contracts
      • A personal satisfaction contract is one which the promisee makes a personal, subjective evaluation of the promisor’s performance.
        • A court uses a subjective standard only if assessing the work involves feelings, taste, or judgment and the contract explicitly demands personal satisfaction.
        • In all other cases, a court applies an objective standard to the decision.
    • Good Faith
      • The Restatement (Second) of Contracts §205 states: “Every contract imposes upon each party a duty of good faith and fair dealings in its performance and its enforcement.”
    • Time of the Essence Clauses
      • A time of the essence clause will generally make contract dates strictly enforceable.
      • Merely including a date for performance does not make time of the essence.
    • Breach
      • Material Breach
        • Generally courts will discharge only if a party committed a material breach.
      • Anticipatory Breach
        • Anticipatory breach is committed by one party making it unmistakably clear that he will not honor the contract.
      • Statute of Limitations
        • Will limit the time within which the injured party may file suit.
    • Impossibility
      • True Impossibility
        • Something has happened making it utterly impossible to fulfill the promise.
      • Commercial Impracticability
        • Some event has occurred that neither party anticipated, making the contract extra-ordinarily difficult and unfair to one party.
      • Frustration of Purpose
        • Some event has occurred that neither party anticipated and the contract now has no value for one party.
    • “ Good faith and reasonable conduct will prevent many contract disputes.”