Ch 12-18 B-Law PDF

Ch 12-18 B-Law 12/10/24, 11:26 AM Ch 12-18 B-Law parties before their duties and amicably part ways...

Ch 12-18 B-Law 12/10/24, 11:26 AM Ch 12-18 B-Law parties before their duties and amicably part ways requires: (proper discharge) discharge by 1. PROPER TENDER: offer/ability to performance perform prior to contract 2. PROPER TIME: reasonable time unless specified that it is “of the essence” satisfaction of reasonable person unless (proper discharge) performance to “satisfaction” is specified to a particular satisfaction individual 1. party’s performance only required when even occurs/does not occur before conditional performance parties are obligated to perform 2. party’s obligation to perform is discharged when condition is not met about:srcdoc Page 1 of 13 Ch 12-18 B-Law 12/10/24, 11:26 AM 1. not all acts are complete, but (proper discharge) substantial the degree of the tasks you performance have not yet completed are is not material 2. “materiality” = enough to make a reasonable person change their mind about the bargain 3. one party may demand the other party performs to the extent they themselves performed about:srcdoc Page 2 of 13 Ch 12-18 B-Law 12/10/24, 11:26 AM (proper discharge) discharge by 1. Bankruptcy: operation of law liquidation is a complete discharge restructure is a partial discharge 2. Statute of limitations: specified period of time when you can no loner sue to have obligations fulfilled debts outside statute of limitations can be revived voluntarily both: expressly and implicitly 3. unilateral alteration: contract altered by 1 party innocent party is discharged and offending party is held to either the original or the modified contract 4. supervening illegality: law changes making contract illegal, result in the contact being void ab initio (assuming there is no severance clause in the initial contract) both parties agree to no longer be bound (proper discharge) discharge by natural by a contract agreement discharge clause written in contract about:srcdoc Page 3 of 13 Ch 12-18 B-Law 12/10/24, 11:26 AM Requires that an event that was unforseablae th the time the contract was created has made performance grossly expensive or infeasible t the point o grave injustice (proper discharge) discharge by impossibility aka “commercial GENERALLY INCLUDES: impracticality” contract is destroyed through natural means supervening illegality death or incapacity of person performing personal servies malicious acts by a third partu GENERALLY DOES NOT INCLUDE: normal market fluctuates normal weather fluctuations breaching a contract 1. failure to substantially perform any contractual duty 2. anticipatory repudiation (improper discharge) (express refusal) 3. assume there is no forces “election of remedies” on filings and that all remedies can be pled in the alternative about:srcdoc Page 4 of 13 Ch 12-18 B-Law 12/10/24, 11:26 AM default damages awarded under contract (breach remedy) compensatory puts you in position you’d be in damages if promise has been performed cannot be speculative, must be reasonable measured by: 1) expectation: cost of substitute performance, 2) reliance: position plaintiff would be in if promise was never performed, 3) consequential damages: available when loss is foreseeable and unavoidable with reasonable effort requires performance rescission of a contract specific performance = forces party to fulfill duty despite the fact that they would rather (breach remedy) equitable remedies breach (rare)…available for unique things like selling land injunction = force breaching party to NOT do something within a reasonable amount of time 1. intended receives rights under contract if other party intended you to have those rights 2. measure by: intended vs incidental being identified in a contract whether they received benefits fiercely from parties in contract is beneficiary related to product? about:srcdoc Page 5 of 13 Ch 12-18 B-Law 12/10/24, 11:26 AM 1. 3rd party cannot enforce its right under contact between 2 parties 2. measured by: when parties under contract vested vs (un) vested beneficiaries to consent beneficiary materially or justifiably relies on promise made in contract beneficiary. brings suit to enforce its rights under contract generally all rights unless: 1. it would substantially change the promisor’s duty/risk 2. cannot assign future rights for future contracts 3. prohibited by law assignments of rights 4. contract took away your right to assign rights Revocation not allowed if it was done in return for consideration Effect is that it extinguishes privity between original parties and puts. new party in its place delegation of obligations about:srcdoc Page 6 of 13 Ch 12-18 B-Law 12/10/24, 11:26 AM generally duties can be delegated except: 1. duties that require personal judgement/skill 2. duties where a special trust was purposed on the delegator 3. duties that are probated by contract or law effect: delegator and person who was delegated both remain responsible. If delegated party doesn’t perform, delegator is secondly liable. UCC - uniform commercial code what law governs sale of goods trumps common law what is a sale? transfer of title for consideration tangible what is good? moveable UCC: goods what do UCC and common law deal with Common Law: services if soled separately from property treat them as goods if right to take property is being liscences count it as a real commodities of real property property transaction about:srcdoc Page 7 of 13 Ch 12-18 B-Law 12/10/24, 11:26 AM statute of fraud applies involving sale of goods over $500 sales of goods and statute of fraud statute of frauds requires an agreement to be signed and in writing regarding the matter where enforcement is sought 1. goods received and accepted by buyer (only enforced up to amount actually received and accepted) 2. buyer has aid for goods (only enforced up to amount of goods actually paid for) exceptions to sales of goods rule that 3. admittance under oath that statute of frauds only applies to cases contract existed worth $500 or more 4. substantial production or procurement of goods not suitable for resale (example: custom made items) 5. confirmation letters between merchants (allows party who did not sign to enforce agreement within 10 days) Gap-FIlling in UCC law about:srcdoc Page 8 of 13 Ch 12-18 B-Law 12/10/24, 11:26 AM 1. if price is missing: use reasonable price at time of delivery 2. if place or delivery is missing: use sellers place of business 3. if time for delivery is missing: make it due in a reasonable time 4. if time for payment is missing: then it is due at time/place at which buyer receives goods 5. if assortment is missing (ex: ants of differing colors): buyer has option to choose assortment so long as its reasonable in order for goods to be transferred at all they must be: existing: goods specified in contract transfer thresholds fungible (not unique, replaceable): goods identified when shipped, marked, or otherwise designated differentiate between the following: non-carrier: goods not intended to be moved by common carrier rules for passage of risk (3rd party contractor) carrier: parties intend 3rd party to transport goods (ex: truck driver) about:srcdoc Page 9 of 13 Ch 12-18 B-Law 12/10/24, 11:26 AM merchant seller: risk of loss is non-carrier on merchant seller until buyer takes physical possession of goods non-merchant seller: risk of loss remans on non-merchant seller until they tender (notice to the other party that they are ready and willing to perform) the goods shipment contract: requires the seller to do no more than place the good with the common carrier destination contract: requires seller to deliver goods to a carrier particular destination via common carrier default delivery condition is a shipment contract “Free on Board” 1. indicates location where risk passes from seller to buyer F.O.B. 2. FOB origin = 3. FOB destination = destination contract “free alongside” F.A.S. range of the buyers ship crane on dock: shipment contract about:srcdoc Page 10 of 13 Ch 12-18 B-Law 12/10/24, 11:26 AM shipment: passes risk when seller delivers goods to the Passing of risk (shipment and common carrier destination) destination: passes wires when seller tenders goods to buyer at destination 1. buyer has right to reject goods and can elect to accept goods despite defectiveness 2. seller gets a reasonable amount of time to cure (ship conforming goods) 3. risk doesn’t pass to buyer until Exceptions to passage of risk when defective goods are accepted or goods are defective defects are cured Exceptions to passage of risk when the buyer accepts the goods then revoked the acceptance about:srcdoc Page 11 of 13 Ch 12-18 B-Law 12/10/24, 11:26 AM 1. buyer CAN revoke given the following: revoked within a reasonable time goods weren’t destroyed in buyers custody failure to initially discover defects is reasonable buyer reasonably expected seller to cure and it didn’t happen *in shipment and destination contracts, risk treated as always remaining with seller if revocation is valid buyer can take the goods, resell, and has the right to return what couldn’t be sold special circumstances in “sale or return” ordinary tules lay until buyer contracts returns goods *for returned goods risk remains with buyer in transit sales on approval: buyer may accept or reject the goods regardless of whether they’re defective or nonconforming risk does not pass to the buyer special circumstances: “sales on until they accept the goods approval” contracts for rejected goods, the seller bears the risk in transit about:srcdoc Page 12 of 13 Ch 12-18 B-Law 12/10/24, 11:26 AM insurability goods insurable as soon as they’re identified buyer may insure the goods as special property seller retains title to goods as a security collateralization measure about:srcdoc Page 13 of 13