Misconduct
Duress
Is sufficient when threat/coercion overcomes the will of the victim.
UCC 2-314: Implied warranty of Merchantability
Unconscionability
Abusive contract
Impossibility
Non enforcement/non-performance only if performance is literally impossible because of unanticipated changed circumstances.
Total Breach
Total breach by one party excuses the other from performance
Undue influence
Misuse of power, abuse of fiduciary relationship, taking unfair advantage.
UCC 2-315 Implied warranty of fitness for particular purpose
Seller who known or should know of a particular purpose, and sells to buyer who relies on their skill and judgment, warranties that the goods are fit for that purpose.
Dual Inquiry
Unequal Bargaining position
-absence of meaningful choice
-no bargaining
-"take it or leave it"
-sophistication
vulnerability
Unfair Contract
-terms unreasonably favorable to more powerful party
-compared to regular commercial practice
-compared to regular contract remedy
Impracticability
Non-enforcement/non-performance if performance rendered unreasonably difficult or expensive or unreasonable risk of injury because of unanticipated changed circumstances
Material Breach
Major breach, but not total allows breaching party a reasonable opportunity to cure and/or entitles them to damages
Undue Influence Factors
Excessive pressure: pPersistence, exhortation, flattery, time pressure, inappropriate time/place, outnumbering
Deception: trickery, insinuation
Mutual Mistake
Allows defense if there was a mutual mistake as to the very nature of the contract.
-one arguing there was a mm, one arguing I didn't make a mistake
Public Policy
Contract/term is void if it violates public policy.
Frustration of purpose
Non-enforcement/no-performance if performance rendered virtually useless because of unanticipated changed circumstances
Trivial Breach
Trivial breach by one party entitles other to damages but does not excuse performance.
Economic Duress
To win this you must prove:
1. Agressor's wrongful conduct: bad faith threat to breach contract
2. Target's situation: no reasonable alternative or no adequate remedy
Unilateral Mistake
Mistake by one party: recession allows if mistake is so extreme that the other party knows or should have known of the mistake.
-Some jurisdictions allow this only if non-mistaken party caused/induced the mistake
Qualified acceptance rule
A definite acceptance that is accompanied by proposed or additional terms and that acceptance is not conditioned on the other sides agreement to the new terms, constitutes acceptance of original terms.
Liquidated Damages
Contractually set damages that must be reasonable and not excessive or punitive.
-if valid, no duty to mitigate.
Fraud, Misrepresentation, Non-disclosure
Fraud: intentional misstatement
Misrepresentation: negligent misstatement
Non-disclosure: no statement, but missing information on material matter
-must contain a material fact. Does not count if party would have entered into contract anyways
Risk of Mistake
-risk allocated by contact
-assumed the risk
-party's neglect
-reasonableness