Restitution
What do restitution damages hope to do? What type of contract is likely to acquire restitution damages?
breaching party give back what they took
What do expectation damages do?
to pay the non-breaching party what they would have gotten out of the deal
What are consequential damages. Give the three examples.
expenses or losses beyond general damages that plaintiff would have never incurred but for the breach
a. loss of primary profits
b. loss of secondary profits
c. loss of good will damages
When do you receive equitable remedies?
when remedy at law ($) is inadequate
Name the types of contracts that are within the SOF.
M.Y. L.E.G.S.
a. sale of interest in land
b. promise that cannot be performed within a year
c. promise for sale of goods > $500
d. Suretyship
e. promise in consideration of marriage
When do courts grant restitution damages?
1. there is no enforceable K
2. defendant has totally breached
3. breaching party to recover, with K price as cap
What do reliance damages do?
put the non-breaching party in position pre-promise (ie. out-of-pocket expenses)
What are the limitations to consequential damages? What do they mean?
(a) certainty = too speculative or too conjectural
(b) foreseeability = seller at the time of contracting had reason to know
(c) avoidability = 'cover' ; affirmative duty to mitigate
What are the four types of equitable remedies?
1. Specific Performance
2. Injunction
3. Mandamus
4. Reformation
What writing satisfies the SOF?
(1) signed by the party to be charged
(2) identifies subject matter
(3) indicates K has been made
(4) states essential terms
What are the unjust enrichment elements?
a. benefit conferred upon defendant;
b. appreciation/knowledge by the defendant and
c. acceptance or retention of the defendant
Bonus: what are the exceptions?
when expectation damages are too speculative
What is the formula for cover?
Bonus: how do you mitigate breaches of employment K?
cost to cover - K price
Bonus: finding employment that COULD NOT be performed at the same time as previous employment (preferably of equal caliber)
Why are they reluctant to award specific performance for sale of goods?
Buyer can buy goods elsewhere ; seller can recover price of good
What is the part performance exception for sale of interest in land?
a. actual and exclusive possession;
b. payment or tender of consideration;
c. making of permanent, substantial improvements to K
What is quantum meruit limited by K price?
allows promisee to recover value of services > K price
What is the formula for calculating expectation damages?
(value of performance - value received) - costs saved + incidental and consequential damages
What are the elements of liquidated damages?
amount if reasonable of
(1) anticipated/actual loss +
(2) difficulties of proof of loss
*not enforceable when a penalty
What type of equitable remedy can you get for personal service K's?
Why can't you get specific performance?
What is the performance exception for a promise that cannot be performed within one year?
subsequent restatement of terms starts a new clock
Maya owns a small farm. One morning, a landscaping company, GreenLeaf, mistakenly arrives at her property, believing it is the property next door that hired them for a major cleanup job. Without speaking to Maya, GreenLeaf spends the entire day removing dead trees, clearing brush, and grading the soil. Their work increases Maya’s property value by $6,000. When Maya returns home and sees the work being done, she assumes her neighbor hired the company for both properties as part of a shared project, so she does not stop them. After the work is completed, GreenLeaf sends Maya a bill for $4,500. Maya refuses to pay, saying she never contracted with them. GreenLeaf sues for unjust enrichment.
Is Maya liable in restitution? If so, how much?
reasonable market value of services = $4,500
*courts pick the lesser of the two
Company contracted with Builder to build an office building. The total K price was $500,000. However, some unforeseen difficulties increased the cost of the work. By the time the project was 25% complete, Builder had spent $260,000. Builder now projected the total cost for the work to be $550,000 instead of the original cost estimate of $450,000. This meant that instead of turning a profit, Builder now projected a loss of $50,000. Before Builder could do ant more work, Company breached. Assume that Company has learned that Builder was slated to lose $50,000 on the project.
Best and most likely recovery under the K?
a) reliance damages of $210,000
b) expectation damages of $450,000
c) reliance damages of $260,000
d) restitution damages of the value conferred
A) Reliance damages of $210,000
What is a penalty?
if provision seeks to get entire price without accounting for costs saved, it is seeking more than the profit that is going to be realized
When can you not grant an injunction for an employment contract?
cannot do if probable results will
(1) leave employee without reasonable means to make a living or
(2) leave someone working with someone they've lost a relationship with
What is the merchant exception elements under 2-201(2)?
(1) between merchants
(2) within reasonable time
(3) writing in confirmation of K
(4) sufficient against sender
(5) received
(6) party received has reason to know it's contents
(7) no written notice of objection within 10 days