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Black Letter Law Grid - Contract Law Study Guide - Quick Reference Law School Guide

Black Letter Law Grid - Contract Law Study Guide - Quick Reference Law School Guide

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Published by JJ850
Quick reference black letter law guide for law school contract law study or open notes exams.
Quick reference black letter law guide for law school contract law study or open notes exams.

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Published by: JJ850 on May 10, 2008
Copyright:Attribution Non-commercial

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07/23/2013

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Expectation DamagesCost of Comp. v. Δ in Market Val.Excuse of Condition
 Pol: Non-breaching party entitled to benefit of bargain; to be situated as if no breach
.(Direct and Consequential Loss of Bargain) +(Reliance Costs) – (Avoidable Costs) – (LossAvoided from Breach).Direct – foreseeable, cause, calculableConsequential – foreseeable, cause, calculable
Consequential Damages
Foreseeable – w/in reasonable contemplationof both parties, @time of K -
 Pol: Limitation allows for efficient breach,-want peeps to breach if cost of  performance is higher than expected benefit to both parties
-Criticism: Eff.Brch doesn’t see non-econfactors; imperfect info; marginal cost of  breach may subsume savingsCausation – ProximateCalculation – must be reasonably calculable-New Business ExceptionCost of Completion:-Use when lower than Δ market val. OR -When performance is central to K; OR -Breach is intentional OR (
 pol: breacher shouldn’t determine
)-Completion woudn’t req gross
waste-Pol: give peeps idiosyncratic value sought 
Δ in Market Val.-Incidental OR unintentional AND waste-
 Pol: Avoid giving windfalls for “completion”of things no longer worth it 
-Forfeiture: excuse to condition enforcement of whichwould result in harsh deprivation or windfall-Materiality: can’t be material (ct may fudge)-Fault: SPLIT: some no fault; others only negligenc-Impact: SPLIT: some require NO impact to non- breacher; Others balance impacts-
 Pol:
discourage rent seeking (money for nothin’)-Wrongful Prevention: bad faith avoid/prevent condit.-Estoppel: reliance on other party saying cond. Met-Waiver: Wvr of immaterial condition by party owed-Waiver of material cond. req’s consideration
Specific PerformanceFraud/Misrepresentation
When Sufficient and Necessary-Sufficient:-Value of perf. not much more than cost of perf.-Court must be able to supervise/enforce easily-Cannot cause undue burden on breacher -Not for personal service contract Necessary:-$ remedy inadequate; uniqueness of perf.Limitations:-Not for service K’s unless wildly unique 
-Pol: no forced labor; practical concerns onenforcement; efficiency of sour grapes perf.
Fraud (5): (in factum: void; in inducement: voidable
 
)-DF makes false statement/representation-DF knows it’s false-Made w/ intention to cause PL to enter K -It actually caused PL to enter K -PL is damagedMisrepresentation(3): [no need intent to deceive]-DF makes false statement or representation-Is material to K (rsnable person in circ. would rely)-Causation: actually caused reliance
Reliance DamagesContractually Specific RemediesNon-Disclosure
-Covers expenditures made in reliance on K -Elements: *Reasonable AND *Immitigable-Limitations:-Value of contract: (
 pol: otherwise unrsnabl) 
-Losing K: Can be prorated by full loss or  proportion of performance completed-DF must show losing K 
-Pol: Put injrd prty in place as K not formed 
Use when (3) or (4):-Injury from breach tough to calculate-Parties meant to provide damages, not penalties-Reasonable estimate of damages @ time of K -“ “ “ “ @ time of Breach [only some cts]
-Pol:-Good: better info for eff.brch.;estb. Values-Bad: doesn’t look @ changed context, cost,value
-
Party made representation misleading or later learnsis false; OR -When nndsc is failure to act good faith & fair dealing-Broad: no metric, some states have affirm form.-
 pol: want people to invest in socially valuableinformation
-Also when duty of expected trust and loyalty to other  party; fiduciary duty (eg: lawyer)
Mitigation/Loss AvoidedRestitutionDuress/Undue Influence
-Expectation limited to reasonablyunavoidable damages-reasonable: eg: employment K’s:-need not take lower status, diff field jobor relocate-
Check For
: Extra Time/resource for othr job-Volume Loss Seller Exception-
 Pol: -Not a duty, just a limitation on dmg -Discourages waste of resources,-Avoids moral hazard where non-breacher has no incentive not to pile ondamages on breacher 
-Burden on DF to show PL could have mitig.-Separate basis for liability, independent of K -Compensates for unjust enrichment of DF-Computation:-Market val. of performance unjustly retaind or -Amount DF is actually enriched-Limitations:-Breacher is limited to cost of contract-Minus any loss of recipient’s bargain-
 pol: how much is unjust to keep?
-If payment is all that’s left to complete K, norestitution, must sue in K.
 pol - efficiency
-Thus, seller can pretty much not sue onrestitution.Duress(3) or (4): [Voidable; void if extreme threat]-Wrongful act of coercion (tortious/criminal/wrongf)-can be economic too-Threat leaves no reasonable alternative than K -must b severe hardship, embarrassment not enough-Causation: actually causes to enter K -Circumstances caused by DF [only some cts]-
 pol: want capitalization on binds that just happen,don’t want people investing in creating them
Undue Influence: unfair persuasion of party under domination of party exercising persuasion-Under domination: justified in not thinking straight-Can also arise from relationship of blind trust- PL is justified in assuming best interests in mind
Anticipatory BreachExpress ConditionsMateriality

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