ContractsII - CONTRACTS II Professor Kniffin Felicia...

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CONTRACTS II Professor Kniffin Felicia Nadborny ______________________________________ Part One: Remedies for Breach……………….2 Part Two: Contract Interpretation……………. .8 Part Three: Performance and Breach………. .14 Part Four: Excuse from Performance……… . .19 Part Five: Third Party Beneficiaries………….22 Part Six: Assignment and Delegation……… . .24 ______________________________________ 1
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PART ONE: REMEDIES FOR BREACH I. Three goals of contract damages – 1. Compensatory rather than punitive 2. To give money damages rather than specific performance (equitable relief) 3. Within money damages, to give expectation damages rather than reliance or restitution II. Compensatory Damages -- 1. Specific Performance- At discretion of the court even when reqs are met o m onetary relief is inadequate - uniqueness (land is always unique) - requirements/output contracts - damages cannot be adequately calculated - cover is VERY difficult, not just expensive o item contracted for is u nique so difficulty in covering o extensive s upervision by ct is unnecessary - i.e. – ct will sometimes issue SP for construction contracts but not in case where it would need to make sure certain # men working o K is c lear enough to write specific decree of performance - Violation of court order is criminal offense so it must be clear o A ntagonistic parties are not forced to work together - In some cases, cts will issue an injunction rather than ordering performance to get around this requirement (ie. ct will not force an employee in breach to work under the terms of K, but will use an order preventing the employee from working for anyone else.) 2. Money Damages i. Expectation – Put injured party ahead in time to where they expected to be had the K been performed Buyer’s Damages – if buyer covers, he must use that formula Cover (UCC) – Buyer can buy replacements in good faith, reasonable time frame, and reasonable purchase and is repaid difference between cost of cover and the contract price together with incidental and consequential damages but less expenses saved in consequence of the seller breach. If no cover, use market price formula. o Incidental Damages from UCC- expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods 2
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o Consequential Damages from UCC – remote damages, chain reaction damages. P can only collect if the D had reason to foresee the damages as a possible result of the breach ( forseeability ). Market Price Formula (UCC) “the difference between the market price at the time when the buyer learned of the breach and the contract price together with any incidental and consequential damages but less expenses saved in consequence of seller’s breach” If cover formula and market formulas don’t work, there is case for specific performance b. Seller’s Damages – substitute transaction is preferred, otherwise use lost profit (1) Cover (Re-Sale) Formula - must be in good faith and
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This note was uploaded on 02/15/2008 for the course LAW 2000 taught by Professor Kniffin during the Spring '02 term at St. Johns Duplicate.

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ContractsII - CONTRACTS II Professor Kniffin Felicia...

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