Contracts: Remedies

Front 1

Specific Performance: only if monetary damages are inadequate to compensate the injury

Real Property: SP generally available bc it's considered unique.

Sale of Goods (Art. 2): SP available only if goods are unique or "other proper circumstances" (eg., inability to buy substitute goods in market)

Back 1

Service Contracts: SP not available; injunctive relief may be available (ex: enjoin employees from working for competition)

Front 2

Unpaid seller's right to reclaim goods (Article 2)

Unpaid seller has no right under Article 2 in goods it has delivered to buyer (may have rights under federal bankruptcy law); no rights to reclaim from a third party

Back 2

Exception: Buyer insolvent when it received the goods AND seller makes a demand within 10 days after buyer received

Exception: Seller can reclaim goods at any time if buyer misrepresented its insolvency to seller in writing w/in 3 months before delivery

Front 3

Entrustment of Goods (Article 2)

Back 3

Owner who entrusts goods to merchant who deals in goods of the kind ("dealer") has no rights against a bona fide purchaser (BFP) of goods

*On bar, same facts: owner takes jewelry or car to be repaired by a merchant who also sells that particular kind of good

Front 4

Right to Request Assurance in a Sale of Goods (Article 2)

Back 4

A party with reasonable grounds for insecurity may request in writing adequate assurance that other party will perform in accord with K

BUT insecure party can't use provision to rewrite K or demand a particular "kind" of assurance

Front 5

Punitive Damages

Back 5

Unavailable. Purpose of contract damages is to compensate.

Front 6

Liquidated Damages

Back 6

Upheld if damages difficult to estimate in advance and liquidated damages are a reasonable forecast of probable damages.

Liquidated damages cannot operate as a penalty.

* per diem basis- likely upheld because increase w/length of delay, reasonable forecast

Front 7

GENERAL RULE: Expectation Damages** put injured party in as good a position as full performance

Sale of Goods Damages (Art. 2)
--> Buyer's Damages:
1) Cover damages (cover price- contract price if buyer covers in good faith)
2) Market Damages (market price - contract price if buyer doesn't cover in good faith or doesn't cover at all)
3) Loss in Value (value as promised - value delivered if buyer keeps non-conforming goods)

Back 7

--> Seller's Damages
1) Resale damages (K price - resale price if reseller resells in good faith)
2) Market damages (K price - market price if seller does not resell in good faith or does not resell at all)
3) Lost profit (lost profit, IF seller is a lost volume dealer ***)
- damages are that dealer has lost profit it would've made on initial sale
4) Contract price (if seller cannot resell)

Front 8

Incidental Damages

Back 8

Cost of transporting/caring for goods after breach and costs associated with arranging a substitute transaction

Front 9

** Consequential damages

Back 9

Damages special to this P and reasonably foreseeable by breaching party at the time of K

**NOT available to a seller under Article 2

Front 10

Avoidable Damages

Back 10

Injured party can't recover damages he could have mitigated w/reasonable effort