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14 Cards in this Set
- Front
- Back
Excuse of Nonperformance/Improper Performance -- Material Breach
(Services only, never goods) |
For excuse from non/improper performance
Repeated Ks, if performance less than 50% = Material Breach OPPOSED to: Substantial Performance |
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Excuse of Nonperformance/Improper Performance -- Article 2 alternative for Material Breaches
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DO perfect tender and installment contract principles
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Excuse of Nonperformance/Improper Performance -- Divisible Ks
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Contract law allows recovery for substantial performance of a divisible part even when material breach for entire K
payment = per task |
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Excuse of Nonperformance/Improper Performance -- Express Condition
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Limits obligations created by other K language
require STRICT COMPLIANCE Can be EXTINGHUISHED with: 1) waiver (by benefitted party) 2) prevention (by benefitted party) "only if, provided that, so long as, subject to, in the event that, unless, when, until, on condition that" |
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Excuse of Nonperformance/Improper Performance -- Condition Precedent/Subsequent
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PRECEDENT -- condition must occur before any obligation to perform
SUBSEQUENT -- occurrence after performance excuses any further performance |
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Excuse of Nonperformance/Improper Performance -- Anticipatory Repudiation
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Unambiguous statement or conduct indicating:
1) repudiating party will not perform 2) made prior to time performance was due CAN LEAD TO: 1) excuse 2) claim for damages UNLESS claimant has already finished performance (then must wait for date of K breach to occur before claim for damages can be made) RETRACTION possible when repudiating party takes back their position BEFORE any material changes in positions |
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Excuse of Nonperformance/Improper Performance -- Insecurity qw(Article 2 only) qw(3)
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If words/conduct give "reasonable grounds for insecurity", then other party can:
1) Demand adequate assurance 2) If commercially r/s 3) Can suspend performance until adequate assurance |
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Excuse of Nonperformance/Improper Performance -- Excuse by Later Contract
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RECISSION -- depends if performance still remaining from both parties
ACCORD: later agreement in which one party to contract agrees to accept performance different from that originally promised SATISFACTION: performance on the accord; discharges both accord and original debt (IF and THEN) |
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Excuse of Nonperformance/Improper Performance -- Modification
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Agreement by parties to an existing obligation to accept a different agreement in satisfaction of existing condition
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Excuse of Nonperformance/Improper Performance -- Novation (4)
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Later agreement that changes party that is going to perform K terms; excuse of performance (by substituting party)
1) previous valid contract 2) an agreement among all parties, including new party 3) immediate extinguishments of contractual duties as between original contracting parties 4) valid new contract |
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Excuse of Nonperformance/Improper Performance -- Delegation
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When a non-K party substituted as being responsible for performance
Does not require agreement of parties and does not excuse |
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Excuse of Nonperformance/Improper Performance -- Impossibility/Impracticability
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Impossibility -- cannot be done by anyone (objective)
Impracticability -- cannot be done without undue hardship or expense because of unforeseen circumstances that the parties could not anticipate at the time of K formation Service Ks - neither party bears risk of loss UCC -- generally seller assumes risk |
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Excuse of Nonperformance/Improper Performance -- Impossibility/Impracticability --
DEATH |
Death does not make K obligation disappear
EXCEPTION -- Personal Service K (both parties must have intended specific person perform K) |
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Excuse of Nonperformance/Improper Performance -- Impossibility/Impracticability --
Later Law or Regulation |
K made illegal? Impossible.
K purpose made legal? Frustration of Purpose. |