K's Iii

Front 1

Buyer's Option if Tender isn't perfect under UCC

Back 1

accept all the goods, reject all the goods, or accept any number of them, but reject the rest.

Still Entitled to Damagexs

Front 2

Breach as an Excuse under the common law

Back 2

Only Material Breach

Front 3

Anticipatory Repudiation

Back 3

Excuses party because other party manifests intention to breach contract

Front 4

When are damages available under a anticipatory repudiation

Back 4

As soon as the party manifests their intent to breach UNLESS one party has already finished performing, then breach is available at the end date of contract

Front 5

When can a party not revoke an anticipatory repudiation?

Back 5

Once a party has relied on the statements.

Front 6

Insecurity

Back 6

words or conduct give reasonable grounds for insecurity, then the other party can demand adequate insurance and if it is “commercially reasonable” can suspend performance until it gets adequate insurance.

Front 7

Recission

Back 7

parties agree to cancel contract BEFORE both parties fully perform

Front 8

Modification

Back 8

Parties agree to replace contract with a new one.

Front 9

Accord and Satisfaction

Back 9

Accord: An agreement to settle a preexisting contractual duty

Satisfaction: Performance of the new agreement which discharges the preexxisting contractual duty.

Front 10

Novation

Back 10

Substitute one of the parties. Both parties must agree to the substitution.

If only one party is aware of the substitution, it is merely a delegation.

Front 11

Excuse by Unforeseen Event

Back 11

Unforeseen event after contract formation that may render performance impoosible or impractical.

Front 12

Excuse by Destruction under the common Law and UCC

Back 12

Common Law: Destruction of something necessary for performance excuses parties.

UCC: The "destroyed" item must be identified in the contract and the buyer must not have borne the risk of loss.

Front 13

Excuse by way of Death

Back 13

Death does not excuse a contract unless party has some sort of unique skills.

Front 14

Excuse by Supervening Government Regulation

Back 14

Government order banning what was bargained for excuses contract.

Front 15

Frustration of Purpose.

Back 15

Contract excused if buyer's purpose for contracting becomes frustrated or illegal

Front 16

Failure of Condition

Back 16

Failure to adhere to a condition can excuse a contract obligation.

Front 17

express conditions

Back 17

contract language that limits obligations created by other contract language (e.g., if, so long as, provided that, etc.). Strict compliance is required.

Front 18

Is a conditional acceptance a contract?

Back 18

NO

Front 19

Waiver of a Condition and Revocation of Waiver

Back 19

Must be done by person who condition is designed to protect.

Waiver may be retracted if other person has not relied on it.

Front 20

Specific Performance

Back 20

In Rem Remedy. Only available if $ is inadequate damage. Generally available for items that are unique. (Real estate and unique goods)

Not applicable to service contracts.

Front 21

UCC: Seller’s Right of Reclamation

Back 21

: seller can reclaim goods that buyer purchased on credit while insolvent upon demand made within 10 days of delivery. Can only go after original buyer. Don’t have to wait until buyer breaches by not paying.

Front 22

UCC: Entrustment

Back 22

an owner who entrusts her property to a merchant who deals in goods of the kind has no rights against a bona fide purchaser. Owner may only sue merchant for conversion.

Front 23

Punitive Damages

Back 23

Not available in contracts

Front 24

Reliance Damages.

Back 24

Put plaintiff in same position as if contract had never happened.

Front 25

Restitution Damages

Back 25

D has to pay any profits he made. D should profit from breach

Front 26

Liquidated Damages.

Back 26

Clause that fixes damages in advance. Permissible if damages were difficult to estimate and the provision is a reasonable forecaset of probable damages.

Reasonable forecast means that damages increase as breach gets longer. Liquidated damages calling for one price regardless of breach will be invalid.

Front 27

Expectation

Back 27

"benefit of the bargain." Put the plaintiff in a place as if the bargain had occurred.

Front 28

Seller Breaches.

Buyer's Damages under the UCC in good faith?

Buyer's damage under the UCC in bad faith?

Buyer's Damages if he keeps the nonconforming goods?

Back 28

[Cost to Cover - Price of Contract]

[Market Value - Price of Contract]

[Value of goods promised - Value of goods delivered]

Front 29

Seller's damage under UCC after buyer breaches?

Seller's damage under UCC if seller doesn't resell?

Back 29

[Cost of Contract - Resale Price]

[Cost of Contract - Fair Market Value]

Front 30

Lost Volume Seller Remedy after Buyer Breaches?

Back 30

Cost of Profit

Front 31

Incidental Damages

Back 31

cost of caring for/transporting goods after breach as well as finding another buyer. Always recoverable even if not foreseeable.

Front 32

Consequential Damages

Back 32

damages that are special to the particular Plaintiff (and that are reasonably foreseeable by breaching party at the time of the contract (both common law and Article 2)

Front 33

Avoidable Damages

Back 33

can’t recover damages party could have reasonably avoided. Burden of proof on the D.