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17 breach of contract

17 breach of contract






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    17 breach of contract 17 breach of contract Presentation Transcript

    • Chapter 17 Contracts: Breach of Contract and Remedies
    • Introduction
      • Most Common Remedies:
        • Damages.
        • Rescission and Restitution.
        • Specific Performance.
        • Reformation.
        • Recovery Based on Quasi Contract.
    • §1: Damages
      • Compensatory Damages—direct losses.
        • Sale of Goods: difference between contract and market price.
        • Sale of Land: specific performance.
        • Construction Contracts: varies.
      • Consequential (Special) Damages—foreseeable losses.
        • Breaching party is aware or should be aware, cause the injury party additional loss.
        • Case 17.1: Hadley v. Baxendale (1854).
    • Damages
      • Punitive Damages—punish or deter future conduct.
        • Generally not available for mere breach of contract.
        • Usually tort (e.g., fraud) is also involved.
      • Nominal Damages—no financial loss.
        • Defendant is liable but only a technical injury.
    • Mitigation of Damages
      • When breach of contract occurs, the innocent injured party is held to a duty to reduce the damages that he or she suffered.
      • Duty owed depends on the nature of the contract.
      • Case 17.2: Fujitsu Ltd. v. Federal Express Corp. (2001).
    • Liquidated Damages
      • Liquidated Damages.
        • A contract provides a specific amount to be paid as damages in the event of future default or breach of contract.
      • Penalties.
        • Specify a certain amount to be paid in the event of a default or breach of contract and are designed to penalize the breaching party.
      • Case 17.3: Green Park Inn v. Moore (2002).
    • §2: Rescission and Restitution
      • Rescission.
        • A remedy whereby a contract is canceled and the parties are restored to the original positions that they occupied prior to the transactions.
      • Restitution.
        • Both parties must return goods, property, or money previously conveyed.
      • Note : Rescission does not always call for restitution. Restitution is called for in some cases not involving rescission.
    • §3: Specific Performance
      • Equitable remedy calling for the performance of the act promised in the contract.
      • Remedy in cases where the consideration is:
        • Unique (land);
        • Scarce; or
        • Not available remedy in contracts for personal services.
    • §4: Reformation
      • Equitable remedy allowing a contract to be reformed, or rewritten to reflect the parties true intentions.
      • Available when an agreement is imperfectly expressed in writing.
    • §5: Recovery Based on Quasi Contract
      • Equitable theory imposed by courts to obtain justice and prevent unjust enrichment.
      • Party seeking quantum meruit must show the following:
        • A benefit was conferred to the other party.
        • Party conferring did so with the reasonable expectation of being paid.
        • The benefit was not volunteered.
        • Retaining benefit without paying for it would result in unjust enrichment of the party receiving the benefit.
    • §6: Election of Remedies
      • Doctrine created to prevent double recovery.
      • Nonbreaching party must choose which remedy to pursue.
      • UCC rejects election of remedies.
        • Cumulative in nature and include all the available remedies for breach of contract.
    • §7: Waiver of Breach
      • A pattern of conduct that waives a number of successive breaches will operate as a continued waiver.
      • Nonbreaching party can still recover damages, but contract is not terminated.
      • Nonbreaching party should give notice to the breaching party that full performance will be required in the future.
    • §8: Contract Provisions Limiting Remedies
      • Exculpatory clauses.
        • Provisions stating that no damages can be recovered.
      • Limitation of liability clauses.
        • Provisions that affect the availability of certain remedies.
    • Law on the Web
      • Lawyers.com website describing how contracts can be breached.
      • Cornell U on contracts.
      • Nolo .com on Contracts.
      • Legal Research Exercises on the Web.