Interpretation
What are the three methods that the court will use to assign meaning
Weight of the evidence, construing against the drafter, information asymmetry
What are the three types of public policy?
Economic efficiency, channeling, freedom of contract
Burden on the non-breaching party, Likelihood of relief, Adequate compensation?, Good faith & Fair Dealing, Extent that the breaching party will suffer forfeiture
What are the types of damages that one may recover?
Expectation damages, reliance damages, restitution
What is assignment and delegation?
Assigning your right or duty to someone else
What canon of construction will the court typically use?
Harmonious interpretation
What does channeling mean?
Courts like to make quick rules that can be followed simply
What are the three types of breach?
Substantial performance, material breach, repudiation
What are the two options to remedy an injured party?
Money or performance
Delegation
What the hell does Contra preferentum mean?
In cases of interpretation construing should go against the drafter
What does economic efficiency mean? And give an example
Economic efficiency in public policy and contract law aims to allocate resources to their most valuable uses, maximizing overall benefits.
When is breaching a condition an automatic breach?
When that condition created a legal duty
What is the expectation damages formula?
Expectation damages=(Loss in value) + (Other losses) - (Costs and losses avoided)
What duties cannot be delegated?
Inherently dangerous duties, performing contracts that require a special skill
What are the effects of misunderstanding?
There is no manifestation of mutual assent, the manifestations of the parties are operative in accordance with the meaning attached to them
What does freedom of contract mean?
Freedom of contract is the ability of parties to bargain and create the terms of their agreement as they desire without outside interference from the government .
When does repudiation cause a breach? Give the section number too!
A breach by non-performance gives rise to a claim for damages for total breach only if it discharges the injured party’s remaining duties to render such performance. (§243)
What are the four questions you must ask when determining a Common law remedy?
What are the three ways that prevent someone from relinquishing their duty to a third party?
prohibition, personal duty, public policy violation
ZenTech, a software company, contracts with a freelance developer, Priya, using its standard-form agreement. The contract states Priya will be paid a “bonus for all features implemented before Q2.” The agreement doesn’t define “features” or clarify whether bug fixes count. ZenTech later refuses to pay Priya for the ten bug fixes she completed in March, arguing they don’t qualify as “features.” Priya points to her emails asking for clarification, which ZenTech never responded to. ZenTech drafted the contract, and Priya had no opportunity to negotiate terms.
What would the court use to determine the winner, and who would win?
Construing against the drafter
A mobile app developer includes a clause in its user agreement stating that all disputes must be resolved through private arbitration in the Cayman Islands, with each party bearing its own legal costs regardless of outcome. The agreement appears in small print during the download process, and users can’t proceed unless they click “I agree.” A user later sues the company in U.S. court over a data breach, arguing the clause is unconscionable and violates public policy.
Freedom of contract
Samantha hired Leo, a contractor, to renovate her kitchen for $50,000, with completion due by June 1. The contract required high-end granite countertops, custom oak cabinetry, and stainless steel appliances. Leo finished the renovation by May 25, installed the oak cabinets and appliances as agreed, but used a premium quartz countertop instead of granite, claiming granite was back-ordered. Samantha refuses to pay anything, arguing that Leo failed to complete the job as specified. What type of breach did Leo commit?
Substantial performance
Jordan contracts with Taylor to paint Taylor’s house for $10,000. Jordan expects to spend $2,000 on supplies and $3,000 on labor. Before Jordan starts, Taylor breaches the contract by hiring someone else to do the job.
What are Jordan's expectation damages?
$5,000
Olivia contracts with Mason, a well-known portrait artist, to paint her family’s portrait for $10,000. Before the scheduled session, Mason emails Olivia saying he’s too busy and has delegated the job to his former student, Taylor, who is talented but unknown. Mason assures Olivia that Taylor will do “just as good a job.” Olivia refuses and demands a refund, claiming Mason can’t delegate the work.
Who will prevail and why?