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96 Cards in this Set

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a. The UCC governs all contracts for the sale of goods (tangible movable objects)
b. The UCC also has special rules governing transactions between merchants
c. If the UCC does not apply, apply common law (“Contracts not governed by the UCC are governed by common law.”)
UCC
i. Express; Implied; Bilateral (acceptance open); Unilateral (acceptance = perform)
ii. Quasi – not a K, but equitable remedy – apply when K law produces unfair result
1.  conferred benefit on ;  reasonably expected to be paid; and  would be unjustly enriched if  is not compensated
types of contracts
i. Manifestation of a present intent to contract demonstrated by a promise, undertaking, or commitment (would reasonable person in offeree’s position believe that his assent creates a K?)
ii. Definite and certain terms (but not all material terms)
1. Real prop: description & price; goods – quantity (requirement or output K)
iii. Communicated to the offeree
1. Adsoffer unless specific quantity & who can accept; or catalogue sent in response to specific inquiry
is there a valid K? Offer
Valid K?

lapse of reasonable time
terminated
valid K?

unambiguous words or conduct by the offeror terminating the offer
1. Effective when received by the offeree
2. Unless the offer is irrevocable:
a. Option contract: promise + consideration
b. Merchant’s Firm Offer:
i. Merchant (person in business who deals regularly in the kinds of goods offered);
ii. Written, signed offer to sell goods
iii. Promise to hold the offer open (for reasonable time up to three months) (consideration not required)
c. Detrimental reliance: an offer cannot be revoked if the offeree has detrimentally relied on the offer and this reliance was reasonably foreseeable
d. Start Performance of unilateral K (not mere preparation)
terminated: revocation
valid K?

words or conduct of the offeree rejecting the offer
1. Effective when received
2. Counteroffer acts as rejection; Conditional acceptance = rejection (mirror)
termination offer: rejection
valid K?

1. Death or insanity of either party
2. Destruction of subject matter of the K
3. Supervening illegality
termination of offer: termination by operation of law
valid K?

(if not, it is considered a counteroffer rather than an acceptance) (offeror then has the power of acceptance with respect to the counteroffer from the offeree)
acceptance - CL mirror image rule
valid K?

1. An acceptance that adds new terms is effective as long as the response does not insist on the new terms (i.e. not conditional acceptance)
2. If both parties are merchants, add’l term becomes part of K unless:
a. Materially changes (arbitration = material)
b. Original Offer expressly limits acceptance to its terms;
c. Offeror objects to chnage
3. If one of the parties is not a merchant, the K will include only the terms in the offer, unless the offeror accepts the additional terms
4. With respect to different terms in the acceptance, cts are SPLIT:
a. Some jurisdictions treat different terms as additional terms
b. Other jurisdictions apply the “Knock Out” Rule: conflicting terms in the offer and acceptance are knocked out of the K and the terms instead are provided by the UCC
acceptance - UCC addedd terms still apply
valid K?

(a promise to perform is acceptance of an offer to enter into a bilateral K, but not a unilateral K, e.g., sending a note promising to ship goods)
methods of acceptance: promise to perform
valid K?

(start of performance is acceptance of an offer to enter into a bilateral K, but not a unilateral K, which requires full performance for acceptance)
methods of acceptance: starting to perform
valid K?

(advance notice is required if the offeree has reason to believe that the offeror will not learn of the acceptance)
methods of acceptane: compelte performance
valid K?

(acceptance & breach; but if accommodation (with explanation) then counteroffer)
methods of acceptance: shipping non conforming goods
valid K?

1. Manner authorized by offer
2. Any reasonable manner
methods of acceptance
valid K?

if acceptance is by mail or similar means and properly addressed and stamped, it is effective at the moment of dispatch
effective upon dispatch mail box rule
valid K?

a. Does not apply if offer stipulates that acceptance is not effective until received
b. Does not apply if an option K is involved (acceptance is effective upon receipt)
c. If the offeree sends a rejection first and then sends an acceptance, whichever arrives first is effective
d. If the offeree sends an acceptance first and then a rejection, the acceptance is effective (MBR applies) unless the rejection arrives first and the offeror detrimentally relies on it
effective upon dispatch: limitations on Mail Box Rule
Valid K:

i. Bargained for exchange (parties must exchange something; i.e., a promise for a promise or a promise for an act)
ii. Legal Value: Legal detriment (majority) or legal benefit (minority)
consideration
4. A promise given for something already done does not satisfy the bargain requirement
a. Exceptions:
i. Where a past obligation is unenforceable because of a technical defense, that obligation will be enforceable if a new promise is made in writing or is partially performed
ii. If a past act was performed by the promisee at the promisor’s request, a new promise to pay for that act will be enforceable
bargain for exchange
valid K?

3. Preexisting Legal Duty Rule: performing or promising to perform an existing legal duty is insufficient consideration, unless:
a. There is new or different consideration promised (modification);
i. Performance is changed or added
b. The promise is to ratify a voidable obligation;
c. The preexisting duty is owed to a 3rd party;
d. There are unforeseen circumstances sufficient to discharge a party
legal value
valid K?

4. UCC: any good faith agreement modifying a K subject to the UCC needs no consideration to be binding (C/L need new consideration)
legal value, UCC
valid K?
The promisor should reasonably expect her promise to induce action or forbearance, of a definite and substantial character, and such action or forbearance is in fact induced”
promissory estoppel
valid K?

a. Promises made in consideration of marriage (prenups)
b. Promises that by their terms cannot be performed within one year
i. Tasks & lifetime deals not in SOF
c. Promises creating an interest in land (leases if over 1 year)
d. Promises by executors to pay estates’ debts out of their own funds;
e. Promises to answer for the debt or default of another (guarantee/surety) (purpose exception – benefit for surety, oral ok);
f. Agreements for the sale of goods for $500 or more
defenses to formation: statute of frauds
valid K?

i. Specially manufactured goods;
ii. A written confirmation of an oral agreement between merchants;
iii. Admission in pleadings or court that a K existed; or
iv. Partial payment or delivery made and accepted
defenses to formatoin: statute of frauds: agreements for thesale of goods 500 or more, except
valid K?

i. Quantity
ii. Signed by the party being charged (or written confirmation)
1. Exception: if both parties are merchants and the party being sued received a signed writing containing a quantity term and failed to respond within 10 days of receipt, the writing is sufficient & does not have to be signed by the party being sued
defenses to formation: Memorandum REquirements:

K's for sale of goods for $500 or more:
valid K?

a. To the extent of admissions in court that a K was formed
b. Full performance for service K
c. Substantial beginning for specially manufactured/custom goods
d. To the extent that there was part performance (substantial)
i. Sale of goods, part payment or acceptance and receipt of part of the goods to the extent of the part payment or partial acceptance and receipt of goods (non-delivered use SOF)
ii. Sale of land, performance that unequivocally indicates that the parties contracted for the sale of land: payment (full or partial), possession, and/or valuable improvements (2 of 3)
defenses to formation: statute is not applicable in the following situations
valid K?

1. Mutual mistake (no K if both mistaken to basic assumption of fact that materially affects K, not price)
2. Unilateral (voidable by mistaken party if other party knows or should know of mistake – otherwise can be enforced against knowing party)
defenses to formation:

Mistake
valid K?

(material term open to 2 reasonable interpretations & each party attaches a different meaning; if neither party knows term is open term is open to 2 reasonable interpretations; if one party knows term will be what mistaken belief)
defenses to formation: ambiguity
valid K?

iv. Illegality (Illegal SM: K is void (no one can enforce); Illegal Purpose: voidable)
v. Incapacity (person w/o capacity can disaffirm K (voidable); liable for necessities & if reaffirm by retaining benefits after gaining capacity (i.e. after turning 18))
defenses to formatoin
valid K?

vi. Unconscionability (at time agmt is made – oppressive terms/unfair surprise)
vii. Misrepresentation (false assertion of fact (concealment) & inducement – terms (voidable); nature of K (void)(i.e. sign K but think it is a lease))
viii. Duress (bad guy improperly threatens other party who has no reasonable alternative)
ix. Fraud
defenses to formation
terms of contract:

(a K is construed as a “whole,” and according to the ordinary meaning of words)
i. Custom or usage in the industry
ii. Course of dealing between the parties
interpretation of terms
terms of K

(there is a written K that the court finds is the final agreement, and a party wants to introduce either an oral statement made at the time the K was signed or earlier oral or written statements by the parties)
i. Evidence of prior or contemporaneous negotiations and agreements that contradict, modify, or vary contractual terms is inadmissible if the written K is intended as a complete and final expression of the parties
parol evidence rule
terms of K


1. Formation defects – K’s unenforceable (fraud, duress, mistake, illegality);
2. The existence of a condition precedent to a K;
3. The parties’ intent regarding ambiguous terms (explain terms);
4. Consideration problems (wants to show consideration was paid);
5. A prior valid agreement which is incorrectly reflected in the writing (mistake in integration);
6. Add to written agmt:
a. Partial Integration – Ct can consider earlier agmts for consistent add’l terms;
b. Complete Integration – ok if collateral agreement if it does not contradict/vary the main K and if it is not so closely connected as to be part of the main K; (i.e. K for sale of X, but K doesn’t mention advertising – can use parol evidence for advertisement K)
7. Subsequent modifications
parol evidence rule: excpetions - evidence of the following is admissible
terms of K

i. Additional consideration needed under the common law
ii. Under UCC, no consideration needed so long as in good faith
iii. Modification may need to satisfy the statute of fraud
modification
third party

i. Scenario: A (the promisee) contracts with B (the promisor) that B will render some performance to C (TPB)
ii. Identify type of TPB:
1. Intended (named in K) or incidental
2. Creditor or Donee (intended)
3rd party beneficiary
third party:

(prior to vesting the promisee and promisor are free to modify or rescind the beneficiary’s rights under the K):
1. Manifests assent to a promise in the manner requested by the parties;
2. Brings a suit to enforce the promise; or
3. Materially changes position in justifiable reliance on the promise
3rd party beneficiary: TPB can enforce a K when his rights have vested
third party:

1. TPB vs. Promisor
a. TPB may sue the promisor on the K
b. Promisor may raise any defense that the promisor has against the promisee
2. TPB vs. Promisee
a. A creditor beneficiary can sue the promisee on the existing obligation between them; may also sue the promisor
b. A donee beneficiary has no right to sue the promisee unless grounds for a detrimental reliance remedy exist
3. Promisee vs. Promisor (enforce the K)
a. Promisee may sue the promisor both at law and in equity for specific performance if the promisor is not performing for the TPB
third party beneficiary: who can sue whom
third party:

(assignor manifests an intent to immediately and completely transfer its rights)
assignment of rights
third party:

1. Assignment would substantially change the obligor’s duty or risk;
2. Assignment of future rights to arise from future contracts; or
3. Prohibited by law
4. Invalidation Provision – no rights in assignee (and assignor has breached); Prohibition Provision – assignee can enforce (but assignor has breached)
assignments are generally valid unless:
third party:

1. Assignor manifests an intent to immediately and completely transfer her rights
2. Writing usually not required
3. The right to be assigned must be adequately described
4. Gratuitous assignments are effective; no consideration is required
assignments of rights requirements
third party:

1. An assignment for consideration is irrevocable
2. A gratuitous assignment is irrevocable if:
a. The obligor has already performed;
b. A tangible claim is delivered;
c. An assignment of an intangible claim is put in writing;
d. The assignee can show detrimental reliance on the gratuitous assignment
assignments of rights irrovocable when
third party:

a. The death or bankruptcy of the assignor;
b. Notice of revocation by the assignor to the assignee or obligor;
c. The assignor taking performance directly from the obligor; or
d. Subsequent assignment of the same right by the assignor to another
assignemnt: revocable when
iv. The effect of an assignment is to establish privity of K between the obligor and the assignee while extinguishing privity between the obligor and the assignor
assignment
thrid party:

1. Assignee vs. Obligor
a. Assignee can sue the obligor because he is entitled to performance
b. Obligor has as a defense against the assignee any defense inherent in the K
c. The obligor cannot raise by way of defense any defenses the assignor might have against the assignee
2. Assignee vs. Assignor
a. Assignee can sue the assignor for wrongfully exercising the power to revoke in an irrevocable assignment situation
b. The assignor will not be liable to the assignee if the obligor is incapable of performing
assignments, who can sue whom
third party:

1. Gratuitous – last in time controls
2. Consideration – first one who pays consideration controls
assignments: multiple assignments
third party:

(manifestation of a present intent to make a delegation)
i. Delegation of duties to perform work is permitted except where prohibited by the contract, where the duties involved personal judgment and skill, or where the delegation would change the obligee’s obligations
ii. Rights and liabilities of the parties:
1. The obligee must accept performance from the delegate of all duties that may be delegated
2. The delegator always remains liable on the K (obligee may sue the delegator for nonperformance by the delegate)
3. The obligee may sue the delegate for non-performance, but can require the delegate to perform only if there has been an assumption
assignment - delegation of duties
third party:

substitutes a new party for an original paryt in a K, requires assent from all parrites and completely release the original party
novation
Performance:

(an event the occurrence or nonoccurrence of which will create, limit, or extinguish the absolute duty to perform)
conditions
performance:

1. Express, implied, constructive
2. Precedent (one that must occur before an absolute duty of performance arises in the other party), concurrent (those that are capable of occurring together), subsequent (one that cuts off an already existing duty of performance)
types of conditions
performance:
1. Express conditions must be strictly complied with
a. If approval – then satisfied if a reasonable person would approve
2. Constructive conditions only have to be substantially performed
satisfaction of conditions
performance:

1. Wrongful prevention: a party who wrongfully prevents/interferes with a condition from occurring will no longer be given the benefit of it
2. Actual breach: an actual, material breach by one party excuses the other’s duty of counterperformance (only material breach excuses performance)
excuse of condition
performance:

an unequivocal expression of intent not to perform prior to when performance is due
a. Applies only if there are unperformed duties on both sides of a bilateral K (if non-repudiating party has performed-must wait)
b. Nonrepudiating party may:
i. Sue immediately
ii. Suspend his own performance and wait until the performance is due to sue;
iii. Treat the repudiation as an offer to rescind and treat the contract as discharged; or
iv. Ignore the repudiation and urge performance
c. Repudiation may be retracted until the nonrepudiating party has accepted the repudiation or detrimentally relied on it
excuse of condition: anticipatory repudation
performance:

a. A party may have reasonable grounds to believe that the other party will be unable or unwilling to perform (then excused)
b. Personal Services – illness excuses performance
c. Innocent party may suspend performance until she receives adequate assurance of performance
prospective inability to perform
performance:

a. Where a party has almost completely performed his duties, but has breached in some minor way, the rule of substantial performance avoids forfeiture of a return performance
b. The substantially performing party may be required to pay damages to compensate the other party for incomplete performance
c. Under the UCC, the perfect tender rule is subject to a seller’s right to cure a defective tender
substantial performance
preformance:

a. Where a party performs one of the units of a divisible K, she is entitled to the agreed equivalent for than unit though she fails to perform the other units
excuse of condition by divisibilty of contract
performance:

i. The performance of each party is divided into two or more parts under the K;
ii. The number of parts due from each party is the same; and
iii. The performance of each party is the agreed equivalent of the corresponding part by the other
iv. Ex: P contracts to paint 20 apts for $500 each
excuse of condition by divisibility of contract: a K is divisible when:
performance:

i. Under the UCC, a K that authorizes or requires delivery in separate lots is an installment K
ii. The buyer may declare a total breach only if defects in an installment K are such as to substantially impair the value of the entire K
excuse of condition by divisibility of contract: installment K's
performance:

a party may waive a condition by indicating that he will not insist on it AFTER condition was to take place
a. May be retracted at any time unless the other party relies on the waiver detrimentally
waiver
performance:

when a party has waived a condition BEFORE it is to occure and the other party detrimentally relies on it, the waiving party is estopped from reasserting the condition
estoppel
performance UCC:

if the parties did not intend that the goods be moved by a carrier, the seller must put and hold conforming goods at the buyer’s disposition for a time sufficient for the buyer to take possession
a. In the absence of agmt, the place of delivery is the seller’s
Sellers obligation of Tender and Delivery: Noncarrier's K's
performance UCC:

if the parties intend that a carrier be used to move the goods, the seller may be obliged to deliver the goods for shipment or to deliver them to a particular destination
a. Shipment Ks/FOB (seller): seller completes his delivery when:
i. He delivers goods to a common carrier;
ii. He makes reasonable arrangement for delivery; and
iii. He notifies the buyer
iv. Note: failure to make a K for shipment or notify the buyer is grounds for rejection of the goods by they buyer only if the failure results in a material loss or delay
b. Destination Ks/FOB (buyer): seller does not complete his delivery obligation until the goods are actually delivered to the buyer
sellers obligation of tender and delivery: Carrier K's
performance UCC:

a. In noncarrier cases, unless the K provides otherwise, a sale is for cash and the price is due concurrently with tender of delivery
b. In carrier cases, the price is due only at the time and place at which the buyer receives the goods
Buyer's obligation to pay: Delivery and payment concurrent conditions
performance:

tender of payment by check is sufficient unless the seller demands legal tender and gives the buyer the time reasonably necessary to get cash
buyers obligation to pay: payment by check
performance:

the seller can demand payment for each installment if the price can be so apportioned
buyers obligation to pay: installment K
performance:
the buyer has a right to inspect the goods before payment
buyers obligation to pay: buyer's right of inspection
performance:

where, after the K has been formed, but before the buyer receives the goods, the goods are damaged/destroyed and neither the buyer nor the seller is to blame, the following rules apply (in order of preference: agreement, breach, no controlling agreement or breach but there is a common carrier involved, if there is no controlling agreemembt breach or common carrier
risk of loss
performance:

(by conduct or words): use of a sample or model creates a warranty that the goods the buyer receives will be like the sample or model (not opinion/sales talk)
express warranty
performance:

i. Goods are fit for the ordinary purpose for which such goods are used – implied term if purchase from a merchant who regularly sells goods of that kind
implied warranty of merchantability
performance:

i. Buyer has a particular purpose of which the seller is aware and relies on the seller to select suitable goods for that purpose, goods must be fit for that particular purpose
implied warranty of fitness for a particular purpose.
performance:

a. Disclaimers:
i. Can be used to eliminate implied warranties, but not express warranties
ii. Can take the form of “as is” “with all faults” OR conspicuous language in the K mentioning merchantability
b. Limitations of Remedies Clauses
i. Remedies can be limited for express or implied warranties, as long as the limitations are not unconscionable
ii. It is prima facie unconscionable if a breach of warranty on consumer goods causes personal injury
contracftual limitations of warranty liability
sale of goods:

the seller is obligated to deliver perfrect goods
perfect tender rule
sale of goods:

a seller who fails to make a perfect tender will be given a chance to cure when:
1. There is a delivery deadline and the nonconforming goods are delivered early (seller will be allowed to cure before the deadline for performance);
2. When the seller had reasonable grounds for believing that an improper tender would be acceptable (buyer has accepted before)
cure
sale of goods:

(once buyer has accepted the goods, he cannot later reject them)
1. Express acceptance (buyer has reasonable time to inspect)
2. Implied acceptance: when the buyer keeps the goods after an opportunity for inspection without objection (B keeps longer than a month)
acceptance of goods
sale of goods:

a. Recover any payment he already made for the rejected goods;
b. Resell any nonconforming accepted goods under his duty to mitigate damages and then apply the proceeds toward the amount owed to him by the seller for the nonconformity
rejection of goods, buyer who properly rejects nonconforming godos is entitled to
sale of goods:

2. If the buyer properly rejects goods, he must seasonably notify the seller, hold any unaccepted/rejected goods for the seller, and follow reasonable seller instructions
3. Buyer may also recover incidental damages resulting from seller’s breach
rejection of goods
sale of goods:

1. A buyer can effect a cancellation of the contract by revoking its acceptance of the goods if:
a. A nonconformity that substantially impairs the value of the goods;
b. There is an excusable ignorance of the grounds for revocation or reasonable reliance on the seller’s assurances; and
c. Revocation is made within a reasonable time after discovery of the nonconformity
revocation of acceptance of teh goods
discharge duties:

(objective test – no one could perform) (unforeseen event must arise after the K was entered into, but before completion) (a party who has rendered part performance prior to the impossibility may recover in quasi-K)
1. Death or physical incapacity of a person necessary to effectuate the K
a. Not impossible if services are of a kind that can be delegated
2. A subsequently enacted law rendering the K subject matter illegal
3. Subsequent destruction of the K’s subject matter or means of performance (as long as the promisor is not at fault and it is truly impossible to fulfill the terms of the K at any price)
impossibility
discharge duties:

(subjective test) (unforeseen event after entering K, b/f perform)
1. Extreme and unreasonable difficulty or expense that was unanticipated (EXTREME HARDSHIP)
2. A mere change in the difficulty or expense due to normal risks that could have been anticipated will not warrant discharge
impracticality
discharge duties:

1. A supervening event
2. That was not reasonably foreseeable at the time of entering into the K
3. Which completely or almost completely destroys the purpose of the K
4. And the purpose was understood by both parties
frustration of purpose
discharge duties:

1. Mutual rescission:
a. Available if some performance remains on both sides
b. May be made orally unless K is within Statute of Frauds
2. Unilateral rescission: requires adequate legal grounds
3. If part performance complete: sue under quasi-K, b/c K no longer exists
rescission
discharge duties:

v. Modification (substituted agreement)
vi. Novation (substituted party) (excuse the substituted party from further obligation) – agreement b/t BOTH parties to substitute new 3rd party to perform (if both parties don’t agree = delegation)
discharge duties
discharge duties:

(substituted performance) (an agreement by the parties to an already existing obligation to accept different performance in satisfaction of the existing obligation) (an accord suspends legal enforcement of the original obligation) (satisfaction is the performance of the newly agreed upon performance) (if the accord is not performed, then the other party can sue on either the original obligation or the accord)
accord satisfaction
breach:

if the promisor is under an absolute duty of performance and this duty has not been discharged, then this failure to perform in accordance with the contractual terms may be held to be a breach of K)
breach
breach:

1. A breach is material if, as a result of the breach, the nonbreaching party does not receive the substantial benefit of her bargain
2. If the breach is material, the nonbreaching party may:
a. Treat the K as at an end, and
b. Has an immediate right to all remedies for breach of the entire K, including total damages
3. A minor breach + an anticipatory repudiation = material breach
4. A minor breach may allow the aggrieved party to recover damages, but she still must perform under the K
material or minor breach
breach:

1. The amount of benefit received by the nonbreaching party;
2. The adequacy of compensation for damages to the injured party;
3. The extent of part performance by the breaching party;
4. Hardship to the breaching party;
5. Negligent or willful behavior of the breaching party; and
6. The likelihood that the breaching party will perform the remainder of the contract
minor or material courts look at:
breach:

failure to perform on time is not material breach if performance is rendered within a reasonable time, unless the K provides that time is of the essence
timeliness of performance
remedies:

(if nonbreaching party does not mitigate, damages will be reduced by the amount that might have been avoided by mitigation)
duties to mitigate
remedies:

(goal is to put the nonbreaching party in as good a position as the party would have been in had the other party fully performed)
1. Expectation damages (benefit of the bargain)
2. Incidental (always allowed) (cost of finding replacement)
3. Consequential damages available only if foreseeable by breacher
compensatory damages
remedies:

(damages are measured by the difference between the K price and the market price when the seller tenders the goods or when the buyer learns of the breach)
a. Buyer breaches:
i. B breach & S keeps goods – S rec’vs K price minus FMV at time of delivery;
1. if volume retailer – S can get provable lost profits
ii. B breach & accepts & keeps goods – Seller gets K price
b. Seller breaches:
i. Buyer may reject nonconforming goods, cancel, cover, recover goods identified to the K, obtain specific performance (if goods are unique), or recover damages for nondelivery
ii. If the buyer accepts the nonconforming goods, the buyer may recover FMV of perfect goods minus FMV of non-conforming goods
iii. S breaches, S keeps goods – B gets what it would cost to replace minus K price (benefit of bargain)
compensatory damages: contracts for the sale of goods
remedies:
damages are measured by the difference between the K price and FMV
compensatory damages: contracts for sale of land
remedies:

a. Employer breaches: measure of damages is the full K price
b. Employee breaches: measure of damages is whatever it costs to replace the employee
compensatory damages: employment K"s
remedies:

a. Owner breaches: the builder will be entitled to profits that would have resulted from the K plus any costs expended (if K is breached after construction is completed, the measure is the full K price plus interest)
b. Builder breaches: the owner is entitled to the cost of completion plus reasonable compensation for the delay
compensatory damages: contruction K's
remedies:

1. Non-breaching party – if performed (conferred benefit on breaching party) – can get damages unjust enrichment – benefit rec’d by breaching party
2. Breaching party – Majority: cannot recover; Minority: recover reas. value
restitution
remdies:

1. Actual damages difficult to calculate at the time the contract was formed
2. Amount is a reasonable forecast of the damages that are likely to occur
liquidated damages
remedies:

An unpaid seller can get his goods back when:
i. The buyer is insolvent at the time he received the goods;
ii. The seller demands return of the goods within 10 days of buyer’s receipt of the goods (or within a reasonable time if before delivery the buyer made an express representation of solvency); and
iii. The buyer still has the goods when the seller demands return
reclamation
remdies:

when one party to the K has reasonable grounds for insecurity about the other party’s performance, he can stop performance and submit to that party a written demand for adequate assurance
adequate assurance of future payments
remedies:

c. Quasi-K remedy
d. Specific performance – if goods are unique or preventing competition
e. Rescission – see above
f. Reformation – judicial change – clerical mistake – get K to really reflect terms
remedies