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Eurice ± absent fraud Duress or mutual mistake one is bound by their signature having read it or not. CHAPTER II: MUTUAL ASSENT AND CONSIDERATION MUTUAL ASSENT: OFFER & ACCEPTANCE Offer §24: 1. Manifestation of willingness 2. To enter into a bargain, 3. Made to justify other¶s understanding 4. Assent is invited and will Conclude it Acceptance §50: 1. Manifestation of assent to terms 2. In manner invited or required by offer Ways to Terminate Power of Acceptance §36: 1. Rejection/Counter Offer 2. Lapse of Time 3. Revocation 4. Death/Incapacity 5. Non-Occurrence of any Condition of Acceptance in terms Preliminary Negotiations §26 1.A manifestation of willingness to enter into a bargain 2. is not an offer if one addressed to 3. knows/has reason to 4. One making it does not intend to conclude until he made a further manifestation of assent. Lonergan: ad in paper for land was a mere request for an offer. Izadi v. Machado: Ad $3k trade in; The test of the true interpretation what a reasonable person in the position of the parties would have thought it to mean §39 Counter Offers: 1. Offer made by offeree relating to same matter 2. Proposing a Substituted Bargain Differing from original 3. Offer¶s power of acceptance is terminated by
counter offer Patteberg: Unilateral K: Mort.bond on porch. B/c K was unilateral offeror able to withdraw before offeree¶ act was completed. Cook: (Unilateral K; Performance) Realtor performed. when the promisee performs, consideration is supplied, and K is enforceable to the extent performed. UCC 2-204 Formation in General (1) A K for sale of goods may be made in way 2. Sufficient to show agreement, including conduct by both parties, which recognizes the existence of such a contract. (2) K may be found even though the moment of its making is undetermined. (3) Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving appropriate remedy Harlow v. Advance Steel: negotiated on phone, sent forms delivery dates. Ct held an oral sales contract was reached before the parties began exchanging forms that were never signed
: final reply form is a counter offer not an acceptance. loss suffered by other American Ash: AggRite was quid-pro quo. Unless each would have been consideration on its own Salt: no consideration if regarded as such by both parties Batsakis: Mere inadequacy of consideration will not void a contract. 3. In a specified way. Irrevocability by Statute: §2-205 Firm Offers: (given on exam) 1. detriment. Manifestation of intention to act 2. Detriment to the Promisee . gives assurance that the offer will be held open 4. Signed in writing 3. Is not an acceptance but is a counter offer. Reliance 4. Inc. There must be a benefit to the Promissor OR 2. Offer by Merchant to buy/sell goods 2. Determining the Nature of a Contract: 1. Nature of the Business of the supplier 3. Promise §2 2. Is not revocable for lack consideration 5. interest. Battle of the Forms 2-207 (given on exam) Princess Cruise: when the predominant purpose of a contract is services. Made to justify promisee in understanding 3.either some right. profit or benefit to one party OR forbearance. Limiting Offeror¶s Power to Revoke: Preacceptance Reliance Promissory Estoppel §90 1. v. Hercules. materially altering terms do not b/c part of K unless expressly accepted Purported Acceptance Which Adds Qualifications §59: 1. Promise is Not Consideration if: 2. Promissor Expects Reliance 3. having them pick it up was what they were seeking Illusory and Alternative Promises §77: 1.Hammer: 1. Injustice Berryman: Rejected PE b/c not acts that could have reasonably been expected as a result Pops: Reliance could be reasonable 2. Reply to offer which purports to accept it 2. Plowman: Appreciation of past services or pleasure afforded an employer thereby is not sufficient consideration Issues in Applying the Concept of Mutual Assent 1. Promise/Performance Sought by promissor in exchange for his promise 3. Some courts also look at what the dispute is about: the Service or the Goods? . during stated time or reasonable time not greater than 3 months 3.CONSIDERATION Promise §2: 1. Language of the Contract 2. A commitment has been made Requirement of Exchange/Consideration §71 1. but is conditional on the offeror¶s assent to terms additional to or different from those offered 3. the UCC inapplicable §2-207 rejects ³last shot and mirror image rules´ Brown Machine Inc. Promissor Reserves a choice of Alternative Performances 3. Consideration must be Bargained for: 2. Intrinsic worth of the materials 4. Given by the promisee in exchange for that promise Benefit Detriment Rule.
Gateway: Ct. will not be prevented from doing b/c parties also manifest an intention to prepare and adopt a written memorial 3. Existence of a K where Written Memorial is Contemplated § 27: 1. . no K exists.com: Ct. Gateway version where the oral K (phone order) is the actual K. Charitable Subscriptions: King: Where donatives intent is sufficiently clear. No bargained for exchange Greiner: mother deed son: substantial action induced 2. Quake: formal K contemplated.Postponed Bargaining: The "Agreement to Agree" UCC 2-305 Open Price Term (given on exam) Walker v. 3. But the circumstances may show that the agreements are preliminary negotiations. Klocek v. Agreement was not unconscionable. Promises Within the Family: Kirksey: sister come. LOI given was not enforceable 2-204 Formation in General Electronic Contracting (About Assent) Bower v. on all subsequent quires Verio assented to the terms. Manifestations of assent that are in themselves sufficient to conclude a K 2. held an enforceable K was formed only when the consumer kept the pc past the 30-day period specified in the agreement. found. Chapter III: LIABILITY IN THE ABSENCE OF BARGAINED-FOR EXCHANGE: PROMISSORY ESTOPPEL AND RESTITUTION Protection of Promisee Reliance: the Doctrine of Promissory Estoppel 1. Keith: Where essential terms such as price/rent are not contained in an option K. Register. get insur. Promises in a Commercial Context: Katz: application of PE does not require the relinquishment of a legal interest Shoemaker: Reasonable Reliance mortg. and no standards are included whereby such terms may be judicially determined. the court will give effect to that intent to the extent possible without abandoning basic contract principles such as reliance.
: Posner High T. Necessary to prevent serious bodily harm/pain 3. Cost CHAPTER IV: THE STATUTE OF FRAUDS These Ks Must be in Writing §110: 1. Restitution in the Absence of a Promise: Restatement of Restitution §116: One who supplied good/service w/o other¶s knowledge/consent is entitled to restitution if: 1. Benefit 3. of Rest. Rest of Rest. The things have been accepted by the owner. Material Benefit 1. No reason to think other would not consent 4. §117 3. 2. though w/o consent preserves another¶s property is entitled to restitution if: 1. Impossible for other to give material consent Credit Bureau v. or (b) its value is disproportionate to the benefit. 2. Restatement of Restitution §117: Preservation of Another's Things One who. Miscellaneous Consumer Ks . of Limt. Promise for Benefit Received §86 1. Sale/Leas of Land 3. Moral Obligation: a. Promise made in recognition of a benefit previously received is binding to the extent necessary to prevent injustice. Rest. Promise 2.Liability for Benefits Received: The Principle of Restitution 1. Restitution Rules Chart Promissory: 1. K not to be performed During Lifetime of Promissor 4. Not binding if: (a) gave benefit as a gift or for other reasons the promissor has not been unjustly enriched. Services not made in breach of duty to the other. Debt of a Minor 2. §116 2. Emgcy. 3. another¶s debts) 6. Certain Dollar Amounts: 2-201 5. Reasonably Necessary to Perform services before Possible to Communicate with the owner. Pelo: Restitution: return or restoration of what the one has gained in a transaction to prevent his unjust enrichment Mills: son ³died´ A moral obligation is insufficient as consideration for a promise Webb: permant. b. Sit. Suretyshipts (resp. Bankruptcy c. Material 3. §86: Promise for the Benefit Received Without a Promise: 1. Acted Unofficiously w/Intent to charge 2. Intended to charge or to retain the things if the identity of the owner were not discovered or if the owner should disclaim 5. Had no reason to believe owner did not desire him to act 4. Injured w/ log drop: A moral obligation is a sufficient consideration to support a subsequent promise to pay where the promissor has received a material benefit. K Can¶t be Performed W/in One Year 2. Stat.
Joyner: office park developer Frigalament: Chicken. Term is Bizarre or Oppressive. Eliminates the dominant purpose of the trans. if that party fails to faces dismissal Interpretation Exam Question: 1. Prior Negotiations inferred from the circm. Preliminary Negotiations 3. or (b) that party had no reason to know of any different meaning attached by the other. Language of K 2. Eviscerates the non-standard terms agreed to 5. Not accept K if knew the particular term 2. External Legal Standards 5. Course of Performance: How did the parties behave once the K was formed Adhesion Contracts Adhesion K: standardized K imposed and drafted by party of superior bargaining strength. and the other had reason to know the meaning attached by the first party. Parties attach same meaning interpreted in accordance with that meaning 2. 3. neither party is bound by the meaning attached by the other. Trade Usage: witnesses in industry 4. and the other knew the meaning attached by the first party. with a ³take it or leave it´ approach.party who seeks to interpret the terms of the K in a sense narrower than their everyday use bears the burden of persuasion to so show.CHAPTER V: THE MEANING OF THE AGREEMENT: PRINCIPLES OF INTERPRETATION AND THE PAROL EVIDENCE RULE Principles of Interpretation WHOSE MEANING PREVAILS §201 1. unconscionable Doctrine of Reasonable Expectations: The objectively reasonable expectation of applicants regarding the terms of insurance contracts will be honored even though painstaking study of policy provisions would have negated those expectations (cant have read the clause in most cases -> boilerplate) Comment f to §237: 1. even though the result may be a failure of mutual assent. C & J Fertilizer: ³burglary´ def. or 4. . (3) Except as stated in this Section. Attached Different meanings: interpreted in accordance with the meaning attached by one of them if at the time the agreement was made: (a) that party did not know of any different meaning attached by the other. Maxim of Interpretation (pg 358) 6.
Libby: logs quality warranty: Ct. Undue influence. Collateral Agreements. Oral Condition. Course of Dealings . Lack of Consideration. held Parol evidence is inadmissible to contradict or vary the terms of a valid written contract. and they are so prevalent that the parties would have intended to incorporate them. Fraud. Collateral agreement Thompson v. (parole can¶t be to contradict written agreement) Merger Clause: Entire Agreement: states that this is a completely intergrated agreement that is a FINAL expression Determining Integration: Two approaches Four corners approach: * look a written contract only * merger clause is conclusive Contextual Approach: * look for parties¶ actual intent * consider all facts and circumstances * merger clause is not dispositive NOT Excluded by Parol Evidence Rule: Incapacity. No mutual assent.The Parol Evidence Rule Parol Evidence Rule Evidence of prior or oral and written communications BETWEEN the parties introduced to add to or contradict a written agreement is NOT admissible: Only Applied to Intergrated Agreement Restatement §209 (1): An Intergrated Agreement is a writing or writings constituting FINAL Expression of one or more terms of an agreement (parole cant be to add/contradict written agreement) Section 210(2) A Partially Intergrated Agreement is an integrated agreement other than a completely integrated agreement. Nanakuli: Price protection then not: Trade usage and course of performance will be implied into contracts if there is evidence that it is not inconsistent with the terms of the contract. Taylor v State Farm: auth higher settlement: Extrinsic evidence may be allowed for the purpose of interpretation when the K is AMBIGUOUS. UCC Approach to Parol Evidence and Contract Interpretation §1-205 Usage of Trade: § 2-208 Course of Performance or Practical Construction: Express Terms. Course of Performance. Duress. Mistake.
Requirements and Exclusive Dealings 1. Time of shipment/delivery if not provided/agreed shall be a Reasonable Time 2. Imposes a ³best efforts´ obligation in cases where the contract for sale calls for ³exclusive dealing´ Lady Duff: implied K existed. THE OBLIGATION OF GOOD FAITH. Notice of Termination 1. Permits the seller to refuse to deliver unreasonable amounts demanded by a customer under a requirements contract 2.CHAPTER VI: SUPPLEMENTING THE AGREEMENT: IMPLIED TERMS. Absence of Specific Time Provisions. AND WARRANTIES Rationale of Implied Terms Implied Contract (Lady Duff) ± if a promise may be implied from a writing even though it is imperfectly expressed there is a valid contract § 2-306 Output. K involves some Exercise of Discretion and that Exercises of Discretion is given in bad faith eg: Locke case Warranties §2-313: Express Warranties (given on exam) §2-314: Implied Warranty of Merchantability §2-315: Implied Warranty of Fitness for a Particular Purpose Bayliner: Boat . The marketer's implied promise to faithfully market the designer's products was fair consideration creating performance obligations by both parties.Requires Reasonable Notification be . Where K provides for successive performance for indefinite duration its Valid for Reasonable Time Unless May be Terminated at any time by either 3. § 2-309. Implied to Protect the Parties Expectations: Permits the inclusion of terms and conditions which have not expressly set forth in the written K 2. From bank: A claim of breach of Good Faith is not precluded because the parties posses equal bargaining power and are ³sophisticated´ Locke: WB K .Agreement dispensing with Notification is Invalid if Operation would be Unconscionable Libel: Exclusive dealer termination: reasonable notification was required in order to terminate an on-going oral agreement for the sale of goods Implied Obligation of Good Faith Good Faith Rules UCC § 1-201 (19): ³Good Faith´ means honesty in fact in the conduct or transaction concerned UCC § 2-103 (b): ³Good Faith´ in the case of a Merchant means honesty in facts and the observance of reasonable commercial standards of fair dealing in the trade Sidenberg: employee term. Three Categories of Cases Where Parties Have Successfully Argued Good Faith and Fair Dealings 1. Termination by one (except on agreed event) .Received by the other party .failed to show that he made known to appellant the particular purpose . a duty is imposed to exercise that discretion in good faith and in accordance with fair dealing.Where a contract gives one a discretionary power affecting the rights of the other. Bad Faith is a Pretext for Termination 3.
BARGAINING MISCONDUCT. unable to understand in reasonable manner the nature and consequences of transaction 3.537 (Dodson. unable to act in a reasonable manner in relation to transaction and other has reason to know of his condition 4. AND UNCONSCIONABILITY Minority and Mental Incapacity Minority General Rule: Ks by minors are voidable Exceptions to Minority General Rule: Benefit Rule: Upon recession.CHAPTER VII: AVOIDING ENFORCEMENT: INCAPACITY. pages 517 . shelter etc. minor can recover full amount minus the value of use Use Rule: Recover amount paid minus DEPRECIATON Necessaries: If you are an adult providing necessaries (food. In such case a court may grant relief as justice requires Hauer: A party exposes itself to a voidable K where it is put on notice/given reason to suspect the other party¶s incompetence such as would indicate to a reasonably prudent person that inquiry should e made of the party¶s mental condition.) and minor agrees to pay for it the K is enforceable Misrepresentation: If a minor misrepresents their age the K is enforceable State Statutes: can create exceptions eg) banks Disaffirm: Once minor reaches majority (18) must disaffirm the K within reasonable time after reach Dodson: rules above §15 Mental Illness or Defect 1. Where K is made on fair terms and other is w/o knowledge of mental illness/defect. K is voidable for reason of mental illness or defect if 2. Hauer) . the power of avoidance under (1) terminates to the extent the K has been so performed in whole or part or circumstances have so changed that avoidance would be unjust.
2. Induces Assent 3. K is Voidable Reliance on Assertion of Opinion §168 Assertion is an Opinion if: 1. K by UI is voidable by victim 7 Odorizzi Factors of Undue Influence 1. Emphasis Untoward consequences of delay 5. Statements that there is no time to consult financial advisors or attorneys. Maker intends assertion to induce assent 2. Multiple persuaders by the dominant side against a single servient party 6. As to the Existence of a fact OR 3. Ct held was a wrongful threat and deprived them of unfettered will Undue Influence (RECISSIONARY THEORY) UNDUE INFLUENCE §177 1. value. is Material if likely to induce reasonable person to assent and maker knows Misrepresentation Makes K Voidable §164 1. authenticity or similar Syester: Dance studio. Insistent Demand Business be finished at once 4.Duress (Recessionary Theory) DURESS §175 1. Knows disclosure of the fact is necessary to prevent some previous assertion from being a misrepresentation or from being fraudulent or material. Got $97 and signed waiver. Does Not have Basis For Assertion 5. Ct: where release is procured by fraud/misrepresentation such release is not binding Nondisclosure (Recessionary Theory) When Non-Disclosure is Equivalent to an Assertion § 161 Non-disclosure of a fact known is equivalent to assertion the fact does not exist Only When: 1. Unusual Place 3. Does not have Confidence in its Truth 4. Knows disclosure would correct a mistake of the other party as to the contents or effect of writing. If Manifestation of Assent is 2. K is Voidable by V § When a Threat is Improper 1. Misrepres. Justified in assuming wont act Inconsistent with his Welfare 4. Leaves V No Reasonable Alternative 4. Knows Not in Accord with Facts 3. Misrepresentation (Recessionary Theory) Misrepresentation is Fraudulent or Material §162 1. Civil Process in Bad Faith 4. Expresses only a Belief without certainty 2. not readily observable or known to the buyer. Criminal Prosecution 3. Or by Virtue of Relation 3. Unfair Persuasion of party under Domination 2. Expresses only a Judgment of quality. Unusual or Inappropriate Time 2. Improper Threat 2. Breach of Duty Good Faith/Fair Dealing Economic Duress: P has to show some financial difficulty caused by the duress. 5. Justified in Relying 4. Non-disclosure is a failure to act in good faith and fair dealing 4. some jx just show other took advantage Totem: when gave invoice for $300k/facing bankruptcy. No third-party advisers to the servient party 7. Other person is entitled to know the fact because of a relation of trust and confidence between them Hill: Termites: where the seller knows of facts materially affecting the value of the property. Induced by Fruadul. Crime or Tort 2. under a duty to disclose them to the buyer ./Material Misrepresentation 3. Knows disclosure would correct a mistake of the other party as to a basic assumption K is made 3.
Needs of Particular Trade § 208 Unconscionable K or Terms If K Unconscionable at Time Made Ct May: 1. Adverse to Him 4. Aware has Limited Knowledge to facts and Treats this as Sufficient 3. In Circm. Has Material Affect on Agreed Performance 3. K Voidable by Adversely Affected Party 4. AND CONTRACTUAL MODIFICATIONS Mistake (Justification for Non-Performance) Mistake: a Belief not in accord with the facts Sherwood: Cow Case ± Barren v/ Fertile: A Mutual Mistake regarding the substance of the subject matter of a K may render it Unenforceable: Essence of K (Rec. Unless Bears Risk Mistake §154 and 5. Risk Allocated to him by Court Reas.If Uncon. Other Party Had Reason to Know Mistake or Fault Caused Mistake Illinois Mistake 4 Factors Test 1. §153 When Mistake of One Party Makes a Contract Voidable 1. CHANGED CIRCUMSTANCES. Relates to Material Feature of K 2. was ³As Is´: Buyer bore risk Wil-Fred: Kor bid ± All 4 Illinois Factors Met *For Mistake of One: Use 153 or Illinois 4 Factor . If K Unconscionable at time K Made Ct (above) 2. Enforcement Uncons. of Such Grave Conseq. 4. both blameworthy. Affect of Mistake make Enforcement Uncon. Unless Bears Risk of Mistake §154 § 154: When a Party Bears the Risk of a Mistake 1. term to Avoid an Unconscionable Result § 2-302. By one Party to Basic Assumption K Made 2. Unconscionable contract or Clause 2. b/c one side subject to it and other not CHAPTER VIII: JUSTIFICATION FOR NONPERFORMANCE: MISTAKE. Refuse to Enforce K 2. Enforce remainder w/o Unconscionable Term 3. K Voidable by him 4. Other party can be put in Status Quo Lanewee County Board of Health: Septic TankNo rescission b/c was Mutual Mistake. in determination Walker-Thomas: payments on items. So limit application of uncon. 6. Occurred Not W/S Exercise of Reasonable Care 3.Unconsionablility (Recessionary) Unconscionablity 1. Risk Allocated to him by the Agreement 2.When claim/appears K/Clause is Uncons. Considered in light of Commercial Bkgd. Material Effect on agreed performances 3.Worthy) v. Terms Unreasonably Favor one side under circm 3. Absence of Meaningful Choice 2. The parties shall be afforded Reasonable Opportunity to Present Evidence to Commercial Purpose/Setting and Effect to Aid Ct. Present when K made ct may choose to not enforce Higgins: Kids Arbitration ± Clause uncons. By both to Basic Assumption at time of K 2. Quality/Value (Not) § 152 When Mistake of Both Parties Makes a Contract Voidable 1.
Reg. § 2-209. said no new K/modification b/c not supported by consideration Kelsey-Heys: had negotiated price increase before Mel Frank Di Chem. Duty to Perform is Discharged (Unless lang K/Circum Indicate Contrary) §265 Discharge by Supervening Frustration 1. By Domestic/Foreign Govt. Modification is Fair + Equitable in view of circum. Impracticability. Modification. Extent Justice Requires Enforcement in view of Material Change of Position in Reliance on Promise §73. By Occurrence of an Event 3.: No impracticability of frustration b/c point of storage not discussed . Performance of a legal duty owed to a promissor is NOT Consideration 2. Extent Provided by Statute 4. Performance made Impracticable w/o His Fault 2. Performance Made Impracticable 2. That is an event the Non-Occurrence of which was a Basic Assumption K Made Modification (Non-Performance) §89 Modification of Executory Contract Promise Modifying a Duty under K Not Fully Performed on Either side is Binding IF 1. Rescission and Waiver (given on exam) Alaska Packers: fisherman demanded more $: Ct./Order 3. The Non-Occurrence of which was Basic Assumption K made 4. The Non-Occurrence of which was Basic Assumption K made 4. Not Anticipated when K Made 2. But a similar performance is consideration if it differs from what was required by the duty in a way more than a pretense of bargain. and Frustration (Non-Performance) §261 Discharge by Supervening Impracticability 1. By Occurrence of an Event 3. Principle Purpose Substantially Frustrated 2. Duty to Perform is Discharged (Unless lang K/Circum Indicate Contrary) §264 Prevention by Governmental Regulation or Order 1. Performance of a Legal Duty Owed 1.Changed Circumstances: Impossibility.
Before performance under K becomes due Oppenheimer: Sublease K ± Ct: substantial performance only for Constructive Condition not Express. AND ANTICIPATORY REPUDIATION Express Conditions (Consequence of Non-Performance) §224 Condition Defined 1. Which must occur. After Receipt of Demand. When Insecure about Performance May 1. K was unambig. Retraction of Statement 2. Extent breaching party will suffer forfeiture 4. in value was nothing Sacket: Stocks of Newspaper: Repudiation is ok when there has been a Material Breach Anticipatory Repudiation and Adequate Assurances of Performance §250 Repudiation 1. could not perform Excuse and Interpretation of Conditions Excuse of Condition: JNA Realty: 1. diff. Right to Adequate Assurance of Performance. to express condition of written consent from LLord. MATERIAL BREACH. Failure to give in Reasonable Time/30 days is Repudiation of K Truman Flatt: land sale. Venial Inattention 3. Possibility of Cure 5. B/t MERCHANTS: Reasonable Grounds for Insecurity determined by Commercial Standards 4. Good faith of breaching party Jacobs and Youngs: Redding pipe different was not material breach according to court b/c same. Acceptance of Improper Delivery/Payment Does NOT stop Right to Demand Assurance 5. Statement Indicating will Commit a Breach that will give claim for Damages OR 2. zoning: Repudiation must be CLEAR and UNIQUVICAL Hornell Brewing: Arizona tea . In Writing Demand Adequate Assurances 2. Extent nonbreaching can be compensated for breach 3. Forfeiture 2. No prejudice Waiver of Condition §84(1) an intentional relinquishment of a known right (If argue Express Condition was waived must prove was NOT a Material Condition otherwise will need consideration) Material Breach (Can withhold Performance) §241 Determining Material Breach 1. Act that renders Unable or Apparently Unable to Perform w/o Breach §256 Nullification of Repudiation 1. unless excused 3. Before Indicated to Repud. not certain to occur 2. Extent nonbreaching deprived of benefit of bargain 2. Until Receives may Suspend his Performance 3.Demand ok and no response was Repudiation JNA Realty: restaurant forgot renew lease agreement ± ok b/c 1-3 above . Party takes Repudiation as FINAL UCC § 2-609.CHAPTER X: CONSEQUENCES OF NONPERFORMANCE: EXPRESS CONDITIONS. If NonBreaching Party gets Before Materially Changes Position in Reliance on Repudiation 3. An event.
Not precluded from recovery if made reasonable but unsuccessful efforts to avoid loss. Damages not recoverable for loss Breacher did not have reason to foresee as a probable result of the breach 2.Loss Avoided: eg) New Salary §352. Damages are not recoverable for loss that the injured party could have avoided without undue risk. beyond the ordinary course of events. or otherwise if it concludes that in the circumstances justice so requires in order to avoid disproportionate compensation. 2. Rockingham County: Bridge Case Havil: terminated from job: D. court held for the recovery of lost profits sufficient certainty must be shown that reasonable minds might believe from a preponderance of evidence that such damages were actually suffered Real Estate Contracts Roesch: the seller may recover the difference between the contract price and the market value of the property at the time of the breach. Loss may be foreseeable as a probable result of a breach because it follows from the breach (a) in the ordinary course of events. the correct measure of damages would be the cost of completion. American Standard: the contract was not substantially performed and therefore. Employment and Construction Contracts: Get Reasonably Suitable Employment. by allowing recovery only for loss incurred in reliance. Court may limit damages for foreseeable loss by excluding recovery for loss of profits. UNCERTAINTY AS A LIMITATION ON DAMAGES Damages are not recoverable for loss beyond an amount that the evidence permits to be established with reasonable certainty. Nonrecoverable Damages: Items Commonly Excluded from Plaintiff's Damages for Breach of Contract: page 911 (I will lecture on this topic) Restrictions on the Recovery of Expectation Damages §351. Relied on Jacobs and Young Analysis §350. that the party in breach had reason to know. AVOIDABILITY AS A LIMITATION ON DAMAGES 1.Cost Avoided: Cost would have spent/ not now . 3. lost b/c bad call center. lost profits) . equal to old somewhat Handicapped Children's Education Board: An employer who has to obtain an employee at a higher price upon breach of an employment contract may recover the difference. or humiliation. mitigate cost * Consequential: losses incurred b/c of the breach (additional losses eg. or (b) as a result of special circumstances. . burden. UNFORESEEABILITY AND RELATED LIMITATIONS ON DAMAGES 1.CHAPTER XI: EXPECTATION DAMAGES: PRINCIPLES AND LIMITATIONS Computing the Value of Plaintiff's Expectation §347: DAMAGES FORMULA Loss in Value: what was expecting to get in K + Other Loss: cost/expenses occur B/C of breach *Incidental: expenses incurred b/c of breach. Florafax: had k with 1800 flowers.
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