Term
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Definition
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Term
| Formula for expectation damages |
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Definition
| Expectation damages + other damages - costs avoided = Total damages |
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Term
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Definition
| 1. Clear and in BIG PRINT |
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Term
| When will an adhesion contract not be enforced? |
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Definition
| 1. overwhelming bargaining power |
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Term
| Substantive unconscionability |
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Definition
| focus on the fairness of the terms of the bargain |
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Term
| Procedural unconscionability |
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Definition
| Focus on how the bargain is formed (concealed info) |
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Term
| When might a buyer's purchase not be considered reasonable? |
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Definition
| - Not commercially reasonable |
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Term
| What does reasonable mean in commercially reasonable? |
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Definition
| It depends on the nature, purpose, and circumstances of the action |
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Term
| How long does a breach have to retract? |
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Definition
| Until the repudiatiing party's next performance is due, unless the other party has |
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Term
| Assurance of due performance |
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Definition
| No right to assurance of due performance under common law |
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Term
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Definition
| A manifestation of assignor's intention to transfer a right to someone, and that someone thus acquires a right to performance |
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Term
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Definition
| Where a duty is transferred from one person to another |
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Term
| What makes a valid assignment? |
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Definition
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Term
| Which rights can be assigned (MBIRFA) |
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Definition
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Term
| How can an assignment be made? |
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Definition
| Either orally or in writing |
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Term
| When to calculate damages in the case of anticipatory repudiation |
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Definition
| 1. When the other party learns of the breach |
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Term
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Definition
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Term
| If not express enough an assignment |
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Definition
| can be made but the remedy will be damages not a bar of assignment |
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Term
| In order for frustration of purpose to be valid (MMB) |
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Definition
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Term
| At will termination for employment |
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Definition
| If it is an at-will relationship it will be hard to win if you are the employee |
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Term
| What is a condition precedent |
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Definition
| When a parties duty is not activated until a condition is fulfilled |
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Term
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Definition
| A party is precluded from asserting a defense of non-occurrence if he was the reason for the non-occurrence |
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Term
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Definition
| The party whose duty is conditional may elect to perform anyway. |
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Term
| Mitigating doctrine of estoppel |
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Definition
| If the othe rparty relies on the waiver, estoppel will prevent retraction of hte waiver. |
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Term
| Mitigating doctrine of waiver |
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Definition
| Where a party agrees to forego the non-occurrence of the condition and proceed as if it had occurred. |
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Term
| Condition concerning subcontractors |
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Definition
| Even if there is a condtion stated, subs are in entitled to get pad w/in a reasonable time according the Peacock case |
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Term
| What are the exceptions to the Parol Evidence rule? (STACCIDS) |
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Definition
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Term
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Definition
| - Behavior of the parties prior to formation |
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Term
| What are constructive conditions of exchange? |
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Definition
| Each parties performance is conditioned on the other party's performance (implied condtions) |
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Term
| If the contract and custom do not dictate when can a builder recieve payment? |
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Definition
| Where the K is made to perform work and no agreement is made as to time of payment, work must be substantially performed before payment can be demanded |
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Term
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Definition
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Term
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Definition
| No delegation of performance relieves teh party delegating of any duty to perform or any liability for breach, unless the obligee agrees to release |
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Term
| An assignment of the contract or "all my rights under the contract" means |
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Definition
| An assignment of both the rights and duties |
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Term
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Definition
| Buyer can accept the whole, reject the whole, or a portion. |
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Term
| Exceptions to the perfect tender rule |
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Definition
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Term
| Can a party in breach of the perfect tender rule get restitution? |
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Definition
| Depends on the jurisdiction, some hold that P is entitled to payment for as much as the labor performed was reasonably worth. |
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Term
| English rule for recovering of the breaching party in a perfect tender rule contract |
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Definition
| Builder can recover for services and material unless |
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Term
| Lost volume sale can receive |
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Definition
| Lost profits but has to prove |
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Term
| Things that limit damages? |
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Definition
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Term
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Definition
| - damages as such as may fairly and reasonably be considered as arising naturally or |
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Term
| General damages v. special or consequential damages |
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Definition
| Gen Dmgs - natural and probable consequence of breach |
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Term
| Dmgs for emotional distress |
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Definition
| Typically excluded unless the breach also caused bodily harm (casket cases) |
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Term
| Buyer's duty to if purchased products are defective |
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Definition
| Give notice to seller so that the seller can cure |
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Term
| Rules about licensing statutes |
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Definition
| 1. IF hte license is Reulatory thent eh contract is unenforceable |
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Term
| Difference between impracticability and frustration of purpose |
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Definition
| Impracticability is substituted for work frustration of purpose |
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Term
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Definition
| To compensate for hurt, loss, or damage |
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Term
| Traynor's Extrinsic evidence Rule |
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Definition
| 1. look at the look at the evidence offered to prove the intent of the parties |
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Term
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Definition
| 1. If the language is clear and unambiguous on its face, there is no need to go outside the document. (to be determined by judge) |
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Term
| Heirachy of interpretation for words according for the UCC and the Rest. |
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Definition
| 1. Express terms outweight |
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Term
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Definition
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Term
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Definition
| as a warning Example: a provision in a will that disinherits a person who challenges the will |
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Term
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Definition
| If you default, all remaining payments are due |
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Term
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Definition
| The amount has to reasonable in light of the anticipated or actual loss |
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Term
| How do discharge a duty to perform |
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Definition
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Term
| When can a seller not use the impracticability defense? |
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Definition
| 1. the non-occurrence of the contingency was the seller's fault |
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Term
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Definition
| Where a court finds that the parties have expressed their contract in a completely integrated written agreement, the court will not consider extrinsic evidence of prior or contemporaneous oral or written exchanges for the purpose of adding to, contradicting or modifying the terms of the K. |
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Term
| Fully integrated agreement |
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Definition
| Final and complete as to the entire agreement |
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Term
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Definition
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Term
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Definition
| ALTERNATIVE remedy: when Expectation cannot be proved with certainty |
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Term
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Definition
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Term
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Definition
| Costs incurred to obtain substitute performance; direct expenditures |
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Term
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Definition
| Breach prevents injured party from using the performance in a profitable way |
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Term
| Rest. 302 3d party beneficiaries |
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Definition
| (1) Unless otherwise agreed between promisor and promisee, a beneficiary of a promise is an intended beneficiary if recognition of a right to performance in the beneficiary is appropriate to effectuate the intention of the parties and either |
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Term
| The doctrine of misunderstanding |
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Definition
| 1. The doctrine applies only when the parties have different understandings of their expression of agreement. |
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Term
| What is reasonable notice? |
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Definition
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