Contracts II - Conditions - Hall

Contracts II - Conditions - Hall - 1 CONDITIONS AND PROMISE...

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CONDITIONS AND PROMISE – Performance and Breach – Chapter 7 Spring 2008 – T. Hall – Chad Propst – EXAM OUTLINE A. EXAM Hall CONDITIONS ROADMAP (this is similar/exact to the SOF analysis) 1. Interpretation/Identification, Satisfaction, Excuse? 2. Interpretation /Identification -- Is there a condition? i. Courts are reluctant to find a condition over a promise a. Interpretation is NARROW; if there’s ambiguity … b. If there’s doubt, treat it as a PROMISE only; not a condition. c. If it’s a promise, all you can do is seek damages 1. Breached promise = damages ii. Identify the conditions in the K iii. Construe against the drafter iv. Discern between conditions v. promises v. Once you have a condition there is a duty attached to it. a. identify the duty 3. Satisfaction -- Was the condition satisfied? i. determine if they were satisfied ii. Entails . . (Hall – has nothing to do with offer/acceptance – you can still have damages remedy) a. Substantial Performance 1. common-law only doctrine 2. If no sub. perf., must allow failing party chance “cure” defect 3. Other party may “suspend” return performance while waiting for cure 4. If they don’t, then party other is completely “discharged from any duty to perform and may sue for breach of K. b. UCC 2-6xx – 1. 2-612 – installment Ks – buyer can reject the K if the deficient shipment substantially impairs the whole K. a. 2-608 – revoke acceptance in whole or part if (1) noncomforming and (2) substantial impairment AND either (a) seller told me he’d cure and didn’t OR (b) defects were too hard to find or seller assured me there was no defects . . . but there were. b. Must revoke in reasonable time after discovery of defect and must notify seller. 2. 2-601 – perfect tender (conform to the K.specs) rule – as long as it’s not an installment K, buyer has right to reject if nonconforming to K iii. Objective vs. Subjective standard? 4. Excuses? -- If NOT, was the failure of the condition “excused”? i. If no, are there excusing doctrines which allow one to get out of the condition? ii. Excuses (for failure of the condition) – Tricky – distinction between excusing behavior of party and excusing the failure of the condition Here, IF the condition is EXCUSED, it is AS IF the condition has been SATISFIED. Excusing the condition itself. a. Wrongful prevention -- Duty to reasonably cooperate/Prevention caused by other party 1. duty to act in good faith b. Waiver c. Estoppel d. Forfeiture 5. If a condition fails – WE STILL HAVE A K – the other party is excused from performing and can then sue for breach, if the condition was material B. CONDITIONS BUZZ WORDS 1. Conditions Mature 1
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2. Court Disfavors conditions over promises – if vague, courts will construe it as a promise 3. Court Disfavors forfeiture – will try everything to avoid this 4. Condition Excused 5. Condition intended to give a party a choice of alternative performances i. EX. If you paint the apt., rent is 1200/month; if not, $1500
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This note was uploaded on 04/18/2011 for the course LAW 101 taught by Professor Many during the Spring '11 term at University of Louisville.

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Contracts II - Conditions - Hall - 1 CONDITIONS AND PROMISE...

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