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express condition making performance contingent upon one party's approval of the other's performance
contingency understood by the parties to be part of the agreement, though not expressed
contingency not contained in the language of the contract but imposed by law; also called a constructive condition
a wrongful failure to perform the terms of a contract that gives rise to a right to damages by the injured party
nonperformance that significantly impairs the injured party's rights under the contract and discharges the injured party from any further duty under the contract
Prevention of Performance
one party's substantial interference with or prevention of performance by the other; constitutes a material breach and discharges the other party to the contract
Perfect Tender Rule
standard under the Uniform Commercial Code that a seller's performance under a sales contract must strictly comply with contractual duties and that any deviation discharges the injured party
performance that is incomplete but that does not defeat the purpose of the contract; does not discharge the injured party but entitles him to damages
an inability or refusal to perform, before performance is due, that is treated as a breach, allowing the nonrepudiating party to bring suit immediately
Material Alteration of Written Contract
a material and fraudulent alteration of a written contract by a party to the contract; discharges the entire contract
an agreement between the parties to terminate their respective duties under the contract
a new contract accepted by both parties in satisfaction of the parties' duties under the original contract
Accord and Satisfaction
substituted duty under a contract (accord) and the discharge of the prior contractual obligation by performance of the new duty (satisfaction)
the promisor—but not all promisors—cannot perform;
does not discharge the promisor
if performance becomes illegal or impractical as a result of a
change in the law, the duty of performance is discharged
Frustration of Purpose
principal purpose of a contract cannot be fulfilled because of a subsequent event
where performance can be accomplished only
under unforeseen and unjust hardship, the contract is discharged under the Code and the Restatement
discharge available to a debtor who obtains an order of discharge by the bankruptcy court
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