Term
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Definition
| The performing party is relased due to complete performance when he meets the reasonable expectations of the other party in light of the entire contract |
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Term
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Definition
| A material breach is one which is important in light of the entire contract. If there is a material breach then the non-breaching parties duty of performance is discharged |
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Term
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Definition
| Unimportant in light of the entire contract -> still have substantially performed and may sue on the contract |
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Term
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Definition
1. Performance where there is an immaterial breach
2. Substantial performance is a partial discharge of the performing party -> the performing party may still collect on the contract, but the other party is entitled to a reduction of payment because of the immaterial breach |
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Term
| Three things affecting materiality of breach: Satisfaction Clause |
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Definition
1. If the contract is a matter of taste, then complete, personal satisfaction is required
2. If the contract is a matter of function, then reasonable satisfaction is required |
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Term
| Three things affecting materiality of breach: Time is of the essence clause |
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Definition
1. Generally a reasonable time delay is an immaterial breach or not a breach at all
2. A "time is of the essence clause" converts an immaterial time delay into a material breach |
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Term
| Three things affecting materiality of breach: Anticipatory Repudiation |
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Definition
One party informs the other that he will not perform the contract, prior to the time performance is due
Considered a material breach, even though there would have been time remaining for performance |
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Term
| Occurrence or Failure of Condition: Condition Precedent |
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Definition
1. Event must happen before a contractual duty arises
2. Examples: Collision claim, bonus incentive |
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Term
| Occurrence or Failure of Condition: Condition Subsequent |
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Definition
1. Contractual duty is relieved after an event
2. Example: Notification of drought |
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Term
| Occurrence or Failure of Condition: Concurrent Condition |
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Definition
1. Each party's duty conditioned on the other's simultaneous performance
2. Example: Bought on Craig's List |
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Term
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Definition
| An agreement by the parties to cancel the contract |
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Term
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Definition
| An agreement by the parties to cancel the old contract and enter a new contract |
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Term
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Definition
| 1. An agreement (accord) by one party to accept a performance which is different from that required by the contract, followed by a completion (satisfaction) of that performance by the other party |
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Term
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Definition
| 1. A voluntary acceptance of inadequate performance, or a pattern or conduct which implies a waiver of breach of contract |
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Term
| Discharge By Operation of Law: Bankruptcy |
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Definition
1. Bankrupty cancels most debts of the bankruptcy debtor
2. Exceptions: student loads, child support |
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Term
| Discharge By Operation of Law: Statute of Limitations |
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Definition
| When the time period set by status for filling a type of lawsuit expires, the breaching party's obligation is cancelled dischaged |
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Term
| Discharge By Operation of Law: Alteration |
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Definition
| 1. Intentional, material alteration by one party discharges the other |
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Term
| Discharge By Operation of Law: Four Types of Impossibility |
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Definition
1. Death or incapacity of an essential party
Destruction of an essential party
2. Destruction of subject matter of contract -> for example by fire
3. Intervening Illegality -> agreement becomes illegal between the time it is entered and the time performance is complete
4. Unforeseeable Change (Drastic Change) |
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Term
| Unforeseeable Change: Commercial Frustration |
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Definition
A drastic, unforeseable change in the circumstances makes performance impossible
2. Commercial Impracticability (UCC Sales)
a. An event occurred, which parties assumed would not occur as basic part of contract, and
c. The event has an extreme effort on performance |
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Term
| Compliance with Court Ordered Remedy |
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Definition
| Breach of contract suit followed judgement and payment Breach of contract followed by judgment and payment |
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