Damages which compensate the non-breaching party for the loss of the bargain. Put non-breaching party in original position + incidental damages - losses avoided (unnecessary shipping, etc.)
Forseeable damages outside the actual contract, result from the breach. Breaching party must have known of the special circumstances.
Only if a tort (usually fraud) is involved. May arise out of a contract case, but the conduct must be more than a breach of contract.
No actual damage or loss results from breach and only a technical injury is involved. Legally you win but you have no real damages 1$.
Mitigation of Damages
Innocent party has duty to mitigate (reduce). Landlord needs to look for new tenants, etc. Wrongfully fired employees must take a similar job if available.
Provision in contract that states a specific dollar amount to be paid when a breach or default in the contract occurs. Damages difficult to estimate, set damages reasonable and not excessive. If excessive then = penalty, and not enforceable.
Rescission and Restitution
Parties return to original position and goods are returned.
Only awarded if legal remedy is inadequate (i.e. real estate, unique goods, etc.) Buyer may get it, seller will not.
Public policy strongly discourages involuntary servitude. Personal-service contracts.
Reformation: Fraud or Mistake
Allows court to rewrite the contract. Clerical error my be present.
Reformation: Oral Contracts and No Compete
Correct oral terms can reform written contract.
To recover requires: 1. Conferred benefit 2. Benefit with expectation of pay 3. Did not act as volunteer in conferring benefit.