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Excuse of Nonperformance of Contract (EATING)

Terms in this set (18)

Anticipatory repudiation - requirements
unambiguous statement or conduct prior to time performance was due
anticipatory repudiation - time of recovery
generally: immediate claim

UNLESS: claimant already finished her performance, then have to wait until after K date for payment
anticipatory repudiation - retraction
allowed if no material change in position by other party
excuse because of insecurity whether other guy going to perform - 3 things look for (only applies UCC)
1. words or conduct of one party give reasonable grounds for insecurity
2. other party can in writing demand assurance
3. if commercially reasonable, can suspend perf until gets adequate assurace
excuse because improper performance - perfect tender rule
seller must perf perfectly otherwise buyer can reject
excuse because improper performance - CL material breach: quality of performance
material breach can allow money damages

if immaterial, only recover damage for that part

if use shittier brand than contracted for, not considered material if only slightly shittier thus not excused from paying. BUT you can still get damages
excuse because improper performance - CL material breach: quantity of performance
if material breach (finish less than half then quit), no obligated to pay!!!

(remember tho safety net of quasi K)
excuse because improper performance - CL material breach: divisible contract corrolary
can be recovery for substantial performance of divisible part even though material breach of entire K

ex: lump sum/per performance basis
excuse b/c nonoccurence of express condition - rule and exceptoin
rule: strict compliance required for "satisfaction" of a condition

exception: condition of personal satisfaction of one of the parties - honest and good faith dissatisfaction
express condition waiver
wavier lets you eliminate express condition so nonoccurrence does NOT affect performance obligations
condition subsequent
must apply strict compliance
excuse and later contract - rescission (cancellation)
VALID ONLY IF there is still performance remaining on each of the K parties
excuse and later contract - accord and satisfaction (substituted performance) 2 effects ("IF.. THEN")
1) new agreement (accord) is performed (satisfaction): original perf excused

2) new agreement (accord) is NOT performed: recover under either original OR accord
excuse and later K - modification (substituted agreement) ("INSTEAD OF")
agreement by parties to existing obligation to accept a different agreement in satisfaction of existing obligation
Ex: wigits instead of 1K

Recovery only on substituted agreement (not on original)
excuse and later K - novation
novation is agreement b/t BOTH parties to existing K to substitute new party (same performance, different party)

EXCUSES original K
excuse by later event - damage or destruction of subject matter of K
CL - not excused if still possible to perform/start over

UCC - risk of loss on buyer then buyer pays
UCC - risk of loss on seller then seller pays
excuse and death after K - general rule and exception
general rule: death does NOT make a person's K obligations disappear

exception: death of party to K is special person
excuse and subsequent law/regulation - 2 types
later law makes performance of K illegal, then excuse by impossibility

law law makes mutually understood purpose of K illegal - excuse by frustration of purpose
Sets found in the same folder