Pmbr Contracts - Breach

Front 1

DIfference between material or immaterial breach.

Back 1

Does it go to the essence of the bargain, or some insignificant sense.

Front 2

What effect does material breach have on the K?

Back 2

K is dead, other than remedies.

Upon material, must forego all effort to perform your on duties. Must mitigate damages.

Front 3

Minor breach, immaterial.

Back 3

Go forward and perform your own duties, and seek remedy for any loss you can prove.

Front 4

what effect does material breach have on affirmative duties of aggrieved party.

Back 4

K

Front 5

What duty owned upon tender by seller?

Back 5

Prompt inspection to ensure conformity.

Front 6

What duties are owed by buyer upon discovery of non-conformity?

Back 6

Waiver if not notified promptly and specific.

Front 7

What options does a buyer have upon discovering non-conformity? (Perfect Tender Rule)

Back 7

1. May reject the entire order.

2. Accept the conforming goods, while limiting rejection to non-conforming lemons. Pay for goods accepted.

3. Waive non-conformity and accept with knowledge of non-conformity. Pay at K price as if conformity.

Front 8

What if the seller responds to prompt and specific notice with intention to cure.

Back 8

affirmative obligation of the aggrieved buyer to cooperate and give S a chance to cure within time allowed, K is considered intact.

Front 9

What if seller responds to prompt and specific notice with good faith surprise?

Back 9

Buyer must grant seller reasonable extension of time, unless buyer can demonstrate that that extension would prejudice to their interest.

Front 10

What duties to seller upon uncured breach for non-conforming goods?

Back 10

Ask seller what to do with rejecting goods, and at own expense follow any reasonable instructions.

Front 11

If seller refuses instructions, what should buyer do?

Back 11

Use self-help to preserve the rejected goods.

AND use self-help to sell non-conforming lemons and create a "cover" contract for oranges.

Front 12

For what expenses is the seller liable, in the event of uncured breach for non-conforming goods?

Back 12

Consequential damages - difference between K price and cover price.

Incidental Damages - e.g. Cost to buyer to preserve rejected goods.

MINUS - Money made selling non-conforming goods.

Front 13

How to trigger perfect tender doctrine?

Back 13

Inspect promptly, discover non-conformity, send prompt and specific notice.

Front 14

Affirmative duties of aggrieved seller (buyer says don't sell):

Back 14

Cover by re-selling, collect damages in the form of difference between K price and market price, plus incidental damages in re-selling.

Front 15

What is the aim of awarding money damages for breach of contract?

Back 15

To give the aggrieved party the benefit of the bargain. In the position that would have been had there been full and timely performance "expectation interest."

Front 16

How is expectation interest measure?

Back 16

The difference between the K price and the market value of D's performance at the time it was to be performed.

Front 17

What barrier diminish the size of expectation $$

Back 17

1. Plead and prove that the damages were consequential upon the breach. Cause and effect, but-for.

2. Of the but-for damages, can recover only for those that were foreseeable to the formation stage. Any that a reasonable person so situated, familiar with only the terms of the K, might have foreseen as the probable consequences of the breach.

3. Only those losses which were unavoidable, given the expenditure of reasonable efforts to mitigate.

4. Prove losses to a certain dollar amount.

Front 18

What of performance bestowed upon breaching party prior to breach?

Back 18

1. Recover market value under quasi-contract.

Front 19

Can traders stipulate as to the consequences of breach?

Back 19

Courts will scrutinize and likely void as punishment clause.

When will court enforce liquidated damages clause? Look to the likelihood of adequacy of remedy,