Remedies 1
What are Expectation Damages?
Formula for Expectation Damages
Contract Price minus Money Recieved/Saved) + Costs
If Buyer Breaches, and the goods were delivered and accepted, Seller can recover:
Contract Price
If Seller Breaches, and replacement goods were not purchased, Buyer can recover:
Contract price minus market price of the goods at the time of breach
Name 7 things parol evidence is admissible to show
1. partial integration of a contract
2. fraud
3. mistake
4. duress
5. condition precedent
6. course of dealing
7. trade custom
What are Reliance Damages?
Damages that put plaintiff in the position he would have been prior to the contract. Includes unreimbursed costs.
Define Restitution
The innocent party will recover whatever property or money it has given to the breaching party to prevent unjust enrichment.
If Buyer Breaches, and some of the goods were delivered or none of the goods were delivered, Seller can recover:
Contract Price minus Market price of the goods
If Seller Breaches, Buyer can recover:
Incidental/Consequential damages - expenses saved
Name 3 things that are not valid consideration.
promise to give a gift
past consideration
moral consideration
What are Consequential Damages?
Consequential damages allow for the recovery of any losses which were (1) reasonably foreseeable and (2) contemplated by the parties at the time the contract was made
What are Liquidated Damages?
Damages that are determined at the time of a contract. Enforced if reasonable, so long as they don't look like a penalty.
If Buyer Breaches, and the goods were resold, Seller can recover:
Contract Price minus resale price
What is a novation?
An express agreement between the parties to a contract to substitute a new party for an existing party to the contract.
If there has been a novation then the substituted party no longer remains liable under the contract. The substitute will now be liable.
Name 4 things that ARE valid consideration
already given gift
promise to pay debt barred by statute of limitations.
promise to pay debt discharged by bankruptcy
forbearance to sue (promise not to sue)
What are Incidental Damages?
Incidental damages are expenses that arise after a breach which are associated with the transportation or care for goods and/or costs associated with arranging a substitute service or transaction.
Ex. Advertising, Storage, Insurance, Delivery costs
What is a lost volume seller, and what is the calculation only for lost volume sellers?
Lost Volume Seller is a seller that has a theoretically unlimited supply of the goods.
If a seller is a “lost volume seller”, and the buyer breaches, the seller will be entitled to its lost profit on the deal.
After any breach under the UCC, what is always added to what the seller can recover?
Incidental Damages
In a shipment contract, when the risk of loss shift to the buyer?
When goods are delivered to the carrier.
When is time of the essence in a contract?
What is an option contract?
A promise to hold open the offer plus consideration for that promise
What's the equation for quantum meruit?
Reasonable value of services minus damages incurred
If Seller Breaches, and the buyer had to purchase replacement goods, Buyer can recover:
Contract price minus the cost of the replacement goods.
What is an illusory promise?
A promise is illusory, and therefore unenforceable, if it is so indefinite that only one party is required to perform. And that party retains control.
In a destination contract, when does the risk of loss shift to the buyer?
When the goods are delivered to the destination.