primary remedies
If a party includes into their contract a specific amount or formula to be awarded to the non breaching party in the event of a breach it is called______
Liquidated Damages
consequential damages are caused by a breach of contract but ____________.
do not directly flow from the breach.
specific performance may be awarded under the UCC if:
(1) the goods were available to the buyer only from the seller (2) the goods were custom built (3) the goods have historical or sentimental significance or (4) the goods are designed to particular specifications
when are liquidated damages more likely to be enforced
when the harm caused by the breach would be difficult to prove like repetitional harm or lost profits.
a college football coach signed a 5 year contract with a salary of 600,000 per year. the contract included liquidated damages provision stating that the college would have to pay the coach 100,000 if they terminated his employment before the five year contract term expired. Would the clause be enforceable?
most likely because of the reputation harm that would likely be caused by being fired that would lead to difficulties in finding another position
Specific Performance is awarded if
(1) monetary damages are inadequate to compensate the non breaching party and (2) the award is equitable under the circumstances
__________ are the other expenses incurred by the nonbreaching party as a result of another party's breach
incidental damages
market damages:
difference between the market price of the goods and the contract price at the time the buyer received notice of the sellers breach.
in what kinds of contract is specific performance typically awarded
land-sale
an art gallery contracts with a buyer to sell the buyer a one of a kind painting. the art gallery than changes its mind and refuses to sell the painting. would the buyer be awarded specific performance?
yes because, under the UCC specific performance may be awarded when the good is unique and there are not other concerns weighing in favor of non enforcement.
the default damage awarded for breach
expectation damages
A bad faith breach result in what award?
punitive damages
the UCC permits only the ______ to recover consequential damages resulting from a ______ breach.
buyer, seller
defective or unfinished construction sub rules of expectation damages
if the loss in value to the aggrieved party is not proved with sufficient certainty, then the aggrieved party may recover damages based on (1) the diminution in the property's market price caused by breach or (2) cost to complete performance or to remedy the defects UNLESS the cost is clearly disproportionate to the loss in value caused by the breach.
a buyer contracted to buy a rare coin that was a collectors item for 1k. the contracted stated that the coin was valued at 1.2k. after buyer accepted the coin, he discovered it was only worth 500. Can the buyer recover the difference?
Yes, because under breach of warranty, the measure of primary expectation damages is the difference, at the time and place of acceptance, between the value of the goods accepted and the value of the goods had they been warranted.
reliance damages represent____________
the amount that would put the non breaching party in the position they were in before entering the contract.
Generally _____ are not recoverable by the prevailing party in a breach of contract action unless the contract or an applicable statute provides for their recovery
attorneys fees
when may a buyer recover restitution and other damages under the UCC
(1) a seller fails to. make delivery, repudiates the K, or breaches before the buyer accepts the goods OR (2) where the buyer rightfully rejects the goods or justifiably revokes acceptance
Cover (UCC)
an alternative measure of expectation damages for buyers. if a seller breaches a K by not providing goods or the buyer rightfully rejects/ revokes acceptance of goods, the buy may make a good-faith purchase of substitute goods without unreasonable delay. The buyer's primary damages would be the difference between what the buyer paid for the substitute goods and the contract price.
a buyer and a seller enter into a K for the sale of a business in exchange for 1 million dollars. at the time of the K, the business had never been profitable but they buyer believed it would be in the future. in preparation for the sale, the buyer entered into a 6 month lease for a commercial building for 50,000 and sold other assets at a 10,000 loss. IF the seller breaches, what the may the court award the buyer?
Under reliance damages, the court may award the buyer 60,000 provided the expenditures were reasonable.
____ protects against unjust enrichment
restitution damages
consequential damages may be awarded only to a non breaching party who seeks ______ damages.
expectation
action for the price
if the buyer fails to make payment when due, then the seller may recover the full contract price of goods in three situations: (1) the goods have been accepted by the buyer (2) the goods have been lost, damaged, or destroyed after the risk of loss passed to buyer (3) the seller is unable to resell goods at reasonable price.
UCC-- if there is no liquidated damages agreement, then the breaching buyer's restitution will be reduced by either ____ percent of the value of the buyers total performance under the K or ___ dollars, whichever is smaller.
20,500
a medical doctor treats an unconscious accident victim. Despite the absence of doctor/patient K, could the doctor recover the from the patient the market value of the medical care?
yes, under restitution damages because damages are available to a party who had a reasonable expectation of compensation for a benefit they conferred unto another party.