Excuses for Non-Perf
What are the four excuses for non-performance
Mistake, Impossibility, Impracticability and Frustration
Explain partially integrated, fully integrated and not integrated
Partially integrated some terms of the contract are included and some aren't. Extrinsic evidence allowed for parts that aren't.
Fully integrated: all terms are included in the contract, parole evidence rule apples meaning NO extrinsic evidence allowed
Not integrated: extrinsic evidence is allowed because the terms are unclear
two types of conditions and their subparts
Express Warranties
An express warranty is a clear statement about the product, "as is".
i.e., this car has red doors
Creditor
a creditor promisee satisfies the obligation to pay a third party beneficiary usually to satisfy a debt
What is Impossibility and Impracticability?
Impossibility is when it is impossible to perform the contract due to external facts. Impracticability is the modern version, where it is not impossible but it would be unfair to force performance because it is very difficult or costly.
hard and soft application of parole evidence and where does UCC fit in
Hard is the majority rule which does not allow extrinsic evidence when the contract is fully integrated.
Soft minority rule which allows evidence to determine if the contract is fully integrated.
UCC is the soft application but for sale of goods
what is waived and what is modified
conditions are waived, promises are modified
Implied warranties
Implied warranty of merchantability: what you would expect with a product of this kind
Implied warranty of fitness: expect the product to be used for the specific purpose
Donnee
is an intentional beneficiary whom two parties contract for their benefit
Two types of Mistake; Explain
Unilateral Mistake: one party is mistaken about the essence of the contract and it would be unfair to force them to perform
Mutual Mistake: both parties are mistaken about the essence of the contract that it excuses performance.
interpretation two rules
plain meaning rule
contextualist approach
UCC: usage of trade, course of dealing course of performance
what happens when a condition is breached?
performance is no longer due
Specific performance
Specific performance is usually for real estate contracts, force the other person to perform
Can incidental parties recover for a breach of contract
No because only intended beneficiaries can recover
Two parties contract for a room for the purpose of watching a parade. The parade gets cancelled, is the party renting the room exceed for non-performance? If so, under what doctrine.
Yes, under the frustration doctrine a party is excused for non-performance when the purpose of the contract has been frustrated.
What is the difference between course of performance and course of dealing
Course of performance: how the parties acted within this contract
Course of dealing: how parties acted in prior dealings
What is substantial performance
usually applies for real estate performance, doesn't have to be the exact way it was contracted for so long as it does not materially alter the property
Three types of damages
Expectation: put the non-breaching party in the place they would have been had the contract been performed
Reliance: put the party in the position they would have been had the contract ever existed
Restitution: give a party damages when the other party has conferred an unjust benefit
Can you recover from government contracts
No, because of special application of third party beneficiary rules.
The public is seen as a incidental beneficiary
Anticipatory breach: implied or expressly
implied repudiation: circumstances arise that make it evident that performance will not occur
express: by changing behaviour or expressly notifying other party that performance will not occur
when is extrinsic evidence allowed
when a term is ambiguous or when the contract is not fully integrated
What is perfect tender
standard for exchange of goods, they can be rejected if the goods do not comply. However, when you want to rescind a good after acceptance then it has to follow substantial performance
What are liquidated and Nominal damages
Liquidated damages: the contract includes the amount that would be due if there was a breach
Nominal damages: when no loss can be shown the court will award damages in name only
can contracts be assigned if the contracts says that the contract can only be assigned with permission
Yes, it can be and can only not be assigned if the promisor has good reason to prohibit it