Contracts Performance/remedies

Front 1

Perfect Tender Rule (UCC)

Back 1

Only applies to sales of goods, goods and delivery must conform to the contract terms perfectly, Less than perfect tender gives buyer option of rejection of delivered goods so long as buyer acts in good faith

Front 2

Rejection of Goods (UCC)

Back 2

If no perfect tender: Buyer has optoin to retain and sue for damages or reject any or all commercial unit and sue for damages. Rejection is limited to cure, installment contract and acceptance of goods.

Front 3

Cure (ucc rejection)

Back 3

Seller does not always have oporunity to cure, Buyer cannot compel seller to cure. May cure in following instances: 1) Sellers reasonable grounds to believe goods would be acceptable perhaps with money allowance 2) Time for performance has not yet expired. (note reasonable grounds is the stautory test)

Front 4

Installment Contracts (ucc rejection)

Back 4

contract requires or authorizes delivery of goods in separate lots, to be separately accepted. Buyer has right to reject an installment only where there is a SUBSTANTIAL IMPAIRMENT in that installment that can't be cured

Front 5

Acceptance of goods (UCC)

Back 5

If buyer accepts that goods, cannot later reject them. Payment without opportunity to inspect is not acceptance, Failing to reject timely is acceptance if reasonable time has passed, Implied acceptance if goods are kept (without objection.)

Front 6

Revocation of Acceptance of Goods (UCC)

Back 6

applies in limited circumstances: 1) nonconformity of goods substantially impairs value of goods 2) excusable ignorance or reasonable reliance on seller's assurance of satisfaction 3) revocation must occur within a reasonable time after discovery

Front 7

Specific Performance/ Injunction (when is it available)

Back 7

requires inadequate remedy at law, or other party's inequitable acts.: SP: Available for Sale of Real Estate, Unique Goods. (No SP for services). "Negative Specific Performance"/Injunction: available for other inequities - generally can have a non-compete clause

Front 8

Equitable Defenses

Back 8

Laches; Unclean Hands; Bona Fide Purchaser for Value

Front 9

Laches

Back 9

Claim that P has delayed in bringing action and that delay has prejudiced Defendant (sitting on rights)

Front 10

Unclean Hands

Back 10

Claim that party seeking equitable relief is guilty of wrongdoing in the transaction being sued upon.

Front 11

Bona Fide Purchaser for Value

Back 11

Claim that subject matter has been sold to a person who made a purchase for value and in good faith.

Front 12

Cancellation (UCC)

Back 12

buyer rejects goods for nonconformity, may cancel the contract

Front 13

Buyer's right to Replevy (UCC)

Back 13

If buyer has made at least part payment, and seller has not yet delivered, the buyer may replevy (take) identified goods in 2 circumstances: 1) Seller becomes insolvent within 10 days of receipt of first payment and 2) goods were purchased for personal/family/household purposes. In either case, buyer must pay the balance owed. May also replevy if no prepayment, but buyer is unable after reasonable effort to obtain adqueate substitute goods.

Front 14

Seller's right to withhold goods (UCC)

Back 14

1) when buyer fails to make payment due before delivery; 2) goods are sold on credit, and before delivery, the seller discovers buyer's insolvency

Front 15

Seller's right of reclaim goods (UCC)

Back 15

Seller may reclaim goods when buyer 1) was insolvent when he received the goods 2) seller demands return of goods within 10 days of receipt (or reasonable time) and 3) buyer still has goods

Front 16

Monetary Damages Slapdown answer

Back 16

Purpose for monetary damages is to compensate the Plaintiff. The various California Money Damages Rules is to protect P's Expectation interests and put P where he would have been as if there had been no breach…."

Front 17

Expectation Damages

Back 17

Seeks to give P the benefit of the bargain. Look to 1) value of performance without breach; 2) value of performance with breach 3) compare the two to determine amount of damages

Front 18

UCC - Expectation Damages (Seller breaches and buyer keeps goods)

Back 18

Fair market value if goods perfect - fair market value as delivered OR cost of repair

Front 19

UCC - Expectation Damages (Seller breaches and seller has goods)

Back 19

Market price at time of discovery of breach - contract price OR reasonable replacement price - contract price (whichever is greater)

Front 20

UCC - Expectation Damages (Buyer Breaches and Buyer keeps goods)

Back 20

Seller receives Contract price

Front 21

UCC - Expectation Damages (Buyer Breaches and seller has goods)

Back 21

Contract price - resale price [ unless seller cannot resell goods then seller can recover contract price and maybe lost profits]

Front 22

Lost Profits

Back 22

Lost profits may be recovered for a volume seller upon breach if it can be shown that Seller had ability otherwise sell regular inventory

Front 23

Incidental Damages

Back 23

Costs incurred in dealing with breach (storing rejected goods, finding a replacement etc.) These are always recoverable.

Front 24

Consequential Damages

Back 24

Foreseeable damages that are special or particular to the plaintiff and D knew of those circumstances at time of contract.

Front 25

Avoidable damages

Back 25

no recovery for damages that could be avoided without undue burden on P (Duty to mitigate)

Front 26

Liquidated Damages

Back 26

Set recovery specified in contract when 1) damages are difficult to calculate at time contract was made 2) it is a reasonable forecast of damages and not a penalty