Remedies: Contract Remedies

Front 1

Compensatory Damages

Back 1

1) causation 2) foreseeability 3) certainty 4) mitigation - same analytically as torts

Front 2

Direct damages

Back 2

Those damages that flow inherently from the wrong (expecation measure)

Front 3

Consequential damages

Back 3

Available related damages foreseeable at the time of formation

Front 4

Punitive damages

Back 4

Not allowed. If conduct is willful try to characterize as fraud for torts.

Front 5

Liquidated damages fact pattern

Back 5

2 part test: 1) damages are very difficult to ascertain at time of contract formation 2) This was a reasonable forecast of what they should be if amount is excessive it would be a penalty. If valid: Only liquidated amount available. If invalid: Only actual damages available.

Front 6

Restitutionary damages

Back 6

To prevent unjust enrichment. Occurs when contract is unenforceable or the contract is breached.

Front 7

Restitutionary Damages: Unenforceable contracts

Back 7

Unenforceable due to mistake, lack of capacity, statute of frauds, illegality.

Front 8

Can Plaintiff get restitutionary damages for property/money given to, or services rendered for Defendant?

Back 8

Yes for value of the beneift

Front 9

Can Plaintiff get the property back?

Back 9

Yes if it is unique or D is insolvent

Front 10

Breached Contracts: Plaintiff Non-breaching party

Back 10

Plaintiff can get damages for property/money given to or services rendered for D for value of the benefit

Front 11

Breached Contracts: Plaintiff Breaching party

Back 11

Traditional view: No restitutionary damages. Modern view: Recovery is allowed but cannot be greater than the contract rate and it is reduced by any damages suffered by defendant as a result of the breach.

Front 12

Specific Performance

Back 12

5 point checklist 1) Contract is valid/certain and definite 2) Contract conditions of Plaintiff must be satisfied 3) Inadequate legal remedy alternative 4) Feasibility of enforcement 5) Defenses

Front 13

Specific Performance: Contract is Valid/Certain and Definite

Back 13

Plaintiff must be bale to show the contract is valid, certain and definite

Front 14

Specific Performance: Contract conditions of Plaintiff must be satisfied

Back 14

Plaintiff must be able to show her contract conditions have been fulfilled (already performed, ready and able to perform or excused from performing)

Front 15

Contract conditions of Plaintiff satisfied: Seller as Plaintiff

Back 15

Can specifically enforce the contract if the defect is minor, cannot enforce the contract if the defect is major unless the seller can cure the defect by closing

Front 16

Contract conditions of Plaintiff satisfied: Buyer as Plaintiff

Back 16

Can enforce the contract even if the defect is major. Cannot enforce the contract if the defect is very major. If you conclude Specific performance is appropriate you must include a sentence noting that the court will lower the purchase price to take into account this defect in consideration. "An Abatement" in purchase price.

Front 17

Time is of the essence clause fact pattern

Back 17

1) Land sale contract that will contain an express time is of the essence clause. The clause will contain a forfeiture provision. There will have been partial performance which is subject to forfeiture.

Front 18

Forfeiture

Back 18

Equity abhors forfeiture. Court can look at certain factors to avoid forfeiture. 1) Loss to seller is small 2) Tradiness is De Minimis 3) Waiver. 4) Buyer would suffer undue hardship.

Front 19

Inadequate Remedy Alternative

Back 19

Money damages might be inadequate because 1) Damages are speculative, 2) Defendant is insolvent 3) Multiple suits are necessary 4) The thing bargained for is unique

Front 20

Uniqueness problem

Back 20

If property is unique then even if plaintiff received money damages, he could not simply go out and buy it. Uniqueness is tested at the time of litigation. Land is always unique even if every parcel looks identical

Front 21

Uniquenes problem with personal property

Back 21

Personal property is not unique exceptions: One of a kind or very rare, personal significance to Buyer or circumstances make chattel unique.

Front 22

Liquidated Damages Clauses and inadequate remedy alternative

Back 22

A liquidated damages clause does not make money damages adequate. Specific performance is still available.

Front 23

Feasibility of enforcement: Personal services contracts

Back 23

Personal services contract are not specifically enforceable. Enforcement problem and involuntary servitude.

Front 24

Feasibility of enforcement: Covenants not to compete

Back 24

Covenants not to compete are enforceable if a 2-part test is met 1) Services are unique, and 2) the scope is reasonable.

Front 25

Defenses

Back 25

Equitable defenses = unclean hands, laches, unconscionability. Contract defenses: Mistake, misrepresentation, statute of frauds.

Front 26

Specific Performance memorizer

Back 26

Cha Cah is fairly difficult

Front 27

Recission

Back 27

Equitable Remedy. Original contract is considered voidable and rescinded. 2 step analysis 1) Determine if there are grounds for recission 2) Determine if there are valid defenses

Front 28

Grounds for recission

Back 28

Mistake, misrepresentation, coercion, undue influence, lack of capacity, failure of consideration, illegality

Front 29

Grounds for recission: Mutual Mistake

Back 29

Material fact: Recission granted. Collateral fact recission denied.

Front 30

Grounds for recission: Unilaterl mistake:

Back 30

Recission is denied. Modern trend exception - the mistaken party would suffer undue hardship if there was no recission.

Front 31

Grounds for recission: Misrepresentation

Back 31

Recission is granted.

Front 32

Determine if there are valid defenses

Back 32

Unclean hands, laches, NEGLIGENCE IS NOT a good defense

Front 33

2 specific items for recission

Back 33

1) election of remedies 2) plaintiff sues for damages "first" recission is not allowed. B) Plaintiff sues for recission first damages are allowed. 2) availability of restitution. If a plaintiff is entitled to recission and has previously rendered performance on the contract, she can get compensated for it or get property back via restitution.

Front 34

Reformation

Back 34

3 step analysis 1) determine if there is a valid contract 2) Determine if there are grounds for reformation 3) Valid defenses?

Front 35

Reformation: Grounds for reformation

Back 35

Mutual mistake = granted. Unilateral mistake = granted. Exception = when non-mistaken party knows of the mistake. Misrepresentation = reformation granted to reflect expressed intent of the parties.

Front 36

Reformation: Defenses

Back 36

Unclean hands, laches, non-defenses = negligence of plaintiff, statute of frauds, parol evidence rule

Front 37

Recission memorizer

Back 37

Good Dog

Front 38

Reformation memorizer

Back 38

Very good dog