CHAPTER 15 CONTRACTUAL DISCHARGE AND REMEDIES DAVIDSON, KNOWLES & FORSYTHE Business Law: Cases and Principles in the Legal Environment (8th Ed.)
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Transcript CHAPTER 15 CONTRACTUAL DISCHARGE AND REMEDIES DAVIDSON, KNOWLES & FORSYTHE Business Law: Cases and Principles in the Legal Environment (8th Ed.)
CHAPTER 15
CONTRACTUAL DISCHARGE
AND REMEDIES
DAVIDSON, KNOWLES & FORSYTHE
Business Law: Cases and Principles
in the Legal Environment (8th Ed.)
BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
TERMINATION OF THE CONTRACT
Contracts can be terminated (discharged) in
four ways:
– By Performance.
– By Agreement of the Parties.
– By Operation of Law.
– By Nonperformance.
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BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
DISCHARGE BY PERFORMANCE
Complete Performance.
– Exact fulfillment of the terms of the contract.
Substantial Performance.
– Minor deviations from contract specifications.
– Two criteria must be met:
1) Breach must not have been material.
2) Breach must be non-willful and devoid of bad
faith conduct.
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BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
DISCHARGE BY AGREEMENT
OF THE PARTIES
Release.
Rescission.
Accord and Satisfaction.
Novation.
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BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
DISCHARGE BY AGREEMENT
OF THE PARTIES
Release.
– Discharging the legal rights one party has against
another.
– To be valid, should be in writing, supported by
consideration, and should effect immediate
relinquishment of rights or claims.
Rescission.
– Voluntary, mutual surrender and discharge of
contractual rights and duties whereby parties are
returned to the original status quo.
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BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
DISCHARGE BY AGREEMENT
OF THE PARTIES
Accord and Satisfaction.
– Agreement to accept performance different from that
required in original bargain.
– When parties comply with the accord, satisfaction has
occurred.
Novation.
– Creates a new contractual duty and involves substitution
of a party who was neither owed a duty nor obligated to
perform in the original bargain.
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BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
DISCHARGE BY OPERATION OF LAW
Bankruptcy automatically discharges the
party’s contractual obligations.
Statutes of Limitations sets limits on the
length of time a contracting party may wait
to bring suit.
Any contract materially altered by one party
without the consent of the other will also be
discharged.
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BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
DISCHARGE BY NONPERFORMANCE
Impossibility.
Commercial Frustration.
Actual Breach.
Anticipatory Breach.
Conditions.
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BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
DISCHARGE BY NONPERFORMANCE
Impossibility.
– An unforeseen event or condition which
precludes performance.
– Conduct by one party which makes
performance by the other party impossible is
objective impossibility.
– Subjective impossibility consists of
nonperformance owing to personal
impossibility.
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BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
DISCHARGE BY NONPERFORMANCE
Commercial Frustration.
– This doctrine excuses performance in cases
where the essential purpose and value of the
contract have been frustrated.
– If the event causing the frustration could have
been foreseen, no discharge allowed.
Actual Breach.
– Occurs when one or more of the contracting
parties fails to perform the obligations set up by
the contract.
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BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
DISCHARGE BY NONPERFORMANCE
Anticipatory Breach.
– Involves giving advanced notice, through
words or conduct, that one does not intend to
fulfill a contract as written.
– Anticipatory repudiation, UCC sanctions a
demand that adequate assurances of due
performance. Allows one to suspend
performance for 30 days or until assurances are
put forth.
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BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
DISCHARGE BY NONPERFORMANCE
Conditions.
– Conditions may result in nonperformance
which justifies discharge.
Condition is act/event that limits or qualifies a
promise.
Condition must occur before promissor has a
duty to perform or refrain from performing.
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BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
DISCHARGE BY NONPERFORMANCE
Courts classify conditions in two ways:
–
Timing.
Conditions Precedent.
Concurrent Conditions.
Conditions Subsequent.
– Stems from the manner in which the conditions
arise.
Constructive (or implied) Conditions.
Expressed Conditions.
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BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
TYPES OF REMEDIES
Legal Remedies (money damages):
damages resulting from a court’s exercise of
its power “at law.”
–
–
–
–
–
–
Compensatory Damages.
Consequential Damages.
Punitive Damages.
Nominal Damages.
Liquidated Damages.
Mitigation of Damages.
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BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
TYPES OF REMEDIES
Equitable Remedies: remedies arising from
a court’s use of its powers of equity.
– Rescission and Restitution.
– Specific Performance.
– Quasi Contract.
– Reformation.
– Injunction.
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BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
DAMAGES
Most common legal remedy sought by
injured party.
Courts ask, when computing damages
whether breaching party, as a reasonable
person, should have foreseen the injuries
that would result from breach.
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BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
DAMAGES
Compensatory Damages.
– Sums of money which will place the injured
party in the same economic position that would
have been attained had the contract been
performed.
Consequential Damages.
– Indirect or special damages arising from the
effects of the breach itself.
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BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
DAMAGES
Duty to Mitigate.
– To measure damages the courts place on the
injured party the duty to mitigate (or minimize)
these damages.
Punitive Damages.
– Imposed not to compensate the injured party
but to punish the wrongdoer so as to deter
future conduct.
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BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
DAMAGES
Liquidated Damages.
– When parties agree in advance to a certain sum
of money that will be paid to the injured party
should breach of contract occur.
Nominal Damages.
– Small amount of compensation for the breach.
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BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
EQUITABLE REMEDIES
Plaintiff’s eligibility to receive fairness
depends on the absence of bad faith on the
plaintiff’s part and similar factors.
Court’s power to award equitable remedies
is discretionary.
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BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
EQUITABLE REMEDIES
Rescission and Restitution.
– Voluntary agreement to rescind, or set aside the
contract before rendering performance.
– Can result from a material breach in which case
a restoration of parties to the status quo is
sought.
– Restitution, or the return of goods, money, or
property involved in the contract or recovery of
a reasonable value of the services rendered is
equitable.
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BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
EQUITABLE REMEDIES
Specific Performance.
– When restitution is inadequate or unjust.
– Court compels the breaching party to perform
according to the exact terms of the contract.
Quasi Contract.
– Creation of contract for the parties to prevent
the unjust enrichment of one party.
– One party knowingly has received a benefit to
which party is not entitled.
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BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
EQUITABLE REMEDIES
Reformation.
– Rewriting a contract in order to remove a
mistake and to make the agreement conform to
the terms to which the parties originally agreed.
Injunction.
– A court order directing a person to do or refrain
from doing some specified act.
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BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
LIMITATIONS OF REMEDIES
Contract language may actually limit
remedy options available.
Uniform Commercial Code impact remedy
options in sale of goods.
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BUSINESS LAW: Cases & Principles
Davidson • Knowles • Forsythe 8th Ed.
WAIVER OF BREACH
Contracting party may agree to accept less
than complete performance by waiving a
breach of contract that is committed by
another party.
Waiver eliminates the breach.
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