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1.

Principles

a. WHAT
i.
ii.
iii.
iv.

ARE THE FACTS? FACTS FACTS FACTS


FACTS
FACTS
FACTS!!!
EVEN THE SMALLEST DETAILS!

2. Does UCC or Common Law Apply?


a. (1) Movable, Tangible Goods (UCC) or Not (Common Law)
i. UCC applicability does not hinge on merchant or not
b. FACTORS
i. (2) PREDOMINANT PURPOSE TEST
1. TEST: nature of transaction, type of business, language, price of parts, incidental
service
ii. (3) Divisibility / Hybrid Ks

3. Consideration (Bargained-for Exchange)

1.
2.
3.

a. (1) Material Consideration (On Face)


b. (2) Factors to Consider HOW MUST THEY PERFORM?
i. Type of K
1. Express / Implied
2. Quasi
3. Bilateral / Unilateral
4. Void / Voidable
ii. Condition
1. Promise
2. Condition (Express/Implied)
a. Performance usually due first
3. Promissory Condition
4. Constructive Condition
5. Concurrent Condition (UCC delivery, payment)
6. WAIVING
a. Course of performance
7. MITIGATING STRATEGIES
a. Prevention of condition from occurring
b. Waiver (only non-material conditions)
c. Estoppel
d. Election
iii. Satisfaction
1. Objective / subjective standards
iv. Output / Requirement Ks (2-306 / Illusory Promises Imposition of restraints on requirements
makes it not illusory)
1. Consideration since parties operate with objective or subjective good faith (normal for
the business, past performance)
v. Types of Performance:
Common Law
U.C.C
1. Implied Warranty of Merchantibility (2-315)
Good Faith
a. Fair average quality, ORDINARY PURPOSE
Affirmative Steps to Cooperate
b. TO EXCLUDE
Do not hinder
i.

2.

3.
4.

c.

Language mention merchantability and IN CASE


OF writing, must be CONSPICUOUS
ii. as is, with all faults, or similar words unless the
circumstances indicate otherwise
iii. Excluded via course of dealing, performance, or
trade
Implied Warranty of Fitness for a Particular Purpose (2-316)
a. **Reason to know of particular purpose
b. **Buyer relying on sellers skill
c. TO EXCLUDE
i. MUST be by writing and CONSPICUOUS
ii. as is, with all faults, or similar words unless the
circumstances indicate otherwise
iii. Excluded via course of dealing, performance, or
trade
Express Warranties (2-313(1))
a. **Ss affirmation of fact or promise
b. **Becomes basis of the bargain
Puffery (2-313(2))
a. **Mere opinion (SUMMERS, BAYLINER)

(3) Was there consideration? Mutual inducement

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i. **Return promise or performance by the promisee


ii. **Given in exchange for the promise
iii. **Sought in exchange for the promise
d. (3) If no consideration, was there a consideration substitute?
i. Promissory estoppel
1. **Clear and definite offer
2. **Reasonable expectation that offer will induce reliance in other party
3. **Actual and reasonable reliance by the offeree, and
4. **Injustice avoided ONLY by enforcement of the offer
a. FACTORS: detriment (harm level), presence/absence of alternatives, strength of
case, blameworthiness of each, balance of equities b/w parties
b. Remedy is limited as justice requires
ii. UCC Article 2
iii. Written instruments (presumptive evidence of consideration)
iv. Solemn ceremonial act
v. In furtherance of economic activity
e. (4) Was the consideration adequate?
i. ADEQUATE
1. Dont care about equal value of exchange unless unconscionable
2. Assumption to perform in good faith
ii. NOT ADEQUATE
1. Shams (jokes)
2. Illusory promises (only one bound, optional performance)
3. Gratuitous / gifts
4. Rewards where unaware of reward
5. Past performance (unless material)
a. Exceptions to past performance
6. Moral obligation (unless material)
7. Pre-existing contractual duty
8. Statutory protections

4. Offer

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a. Common Law
i.

(1) Was there an offer? OFFER TEST


1. **Expression of promise, undertaking, or commitment to enter into conduct
(reasonableness)
a. Objective Test
b. NOT preliminary negotiation
i. Other party just as to accept and deal is closed
2. **Definite and certain in its terms
a. Materiality / Essential Terms
b. Who is the Offeree
3. **Communicated to the offeree
4. **Not terminated (STEP 5)
5. FACTORS: Advertisement, price quotation,
ii. (2) Was the offer revoked? OFFEROR REVOCATION TEST OR
1. **Unambiguous words/conduct by offeror
2. **Revocation only effective when received by offeree (MAILBOX RULE)
a. Standard
i. Effective when received by offeree
b. Complicated
i. Offeror sends offer offeree sends acceptance offeror sends
revocation of offer the next day offeree receives revocation
1. RULE APPLIES, offeror may still be bound
2. If revocation arrives before offer, may not be bound
3. **Before offerees acceptance UNLESS (STEP 3)
iii. (2) Irrevocable Ks
1. Option K
a. Consideration needed
2. Detrimental Reliance / Promissory Estoppel
a. RELIANCE TEST
i. **Reasonably foreseeable
ii. **Detrimental
iv. (3) Was the offer rejected or was there a counter-offer?
1. Rejection
a. Rejection of Irrevocable Offer / Option K
b. Time Lapse / Face to Face Negotiations
2. Counter-offer
a. Mirror Image Rule
b. Does not terminate the offer
v. (4) If offers / promises did not work out, are there any issues that would cause any
liability?
1. SEE STEP 6

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b. UCC
i.

ii.

iii.

iv.

v.

(1) Was there an offer? OFFER TEST (2-204)


1. 2-204: Does not require an identifiable offer and acceptance if demonstrate objective
manifestation of intent to be bound (definiteness used with gap fillers)
a. GAP FILLERS
i. 2-307: No price reasonable price
ii. 2-308: No place of delivery sellers place of delivery
iii. 2-309: No time of delivery reasonable time of delivery
iv. 2-311: NO QUANTITY GAP FILLER (unless requirements / output K)
2. FACTORS: Advertisement, price quotation
(2) Was the offer revoked? OFFEROR REVOCATION TEST OR
1. **Unambiguous words/conduct by offeror
2. **Revocation only effective when received by offeree (MAILBOX RULE)
a. Standard
i. Effective when received by offeree
b. Complicated
i. Offeror sends offer offeree sends acceptance offeror sends revocation of
offer the next day offeree receives revocation
1. RULE APPLIES, offeror may still be bound
2. If revocation arrives before offer, may not be bound
3. **Before offerees acceptance UNLESS (STEP 3)
(2) Irrevocable Ks
1. UCC FIRM OFFER TEST (2-205)
a. **Offer [offer not need to be completely definite. Assent is enough (gap fill)]
b. **by merchant
c. **in a signed writing
d. **that offers to keep offer open
e. **is NOT revocable during
f.
**stated time or reasonable time less than 3 months
2. Detrimental Reliance / Promissory Estoppel
(3) Was the offer rejected or was there a counter-offer?
1. Rejection
a. Rejection of Irrevocable Firm Offer 2-205
b. Time Lapse / Face to Face Negotiations
i. NOTE: (2-206(2)) Offeror who isnt notified of acceptance within reasonable time
may treat offer as having lapsed before acceptance
2. Counter-offer
a. BATTLE OF THE FORMS 2-207
b. Does not terminate the offer
3. Time Lapse / Face to Face Negotiations (2-206(2))
(4) If offers / promises did not work out, are there any issues that would cause any liability?
1. SEE STEP 6

5. Acceptance
a.

Common Law

b. Method of Acceptance Given by Offeror


i. Suggestion or specified manner of performance?
ii. Type of acceptance requested
1. Promise or Promise / Performance (Bilateral K)
2. Performance Only (Unilateral K)
a. Option K can be created if start partial performance or gives some kind of
consideration
c. Acceptance by Promise (Bilateral)
i. **Notice, Reasonable Efforts to Notice, or Waiver
ii. **Starting Performance
1. Start of performance is acceptance to enter into bilateral K because treated as implied
promise to perform (so K exists)
a. IMPLIED PROMISE TO PERFORM NOTE: Depending on offer may obligate to
complete, obligated when bilateral, but not when unilateral
d. Acceptance by Performance Only (Unilateral Could be Bilateral Depending on Acceptance
Requested by Offeror)
i. **Notice Dependent on Situation, or Waiver
ii. **Starting Performance
1. Start of performance not treated acceptance b/c completion of performance is required
2. Performance v. Preparation
a. FACTORS FOR PREPARATION (POSSIBILITY TO BE RELIANCE): extent to which
conduct clearly referable to offer, definite/substantial, extent to which conduct
is of benefit to offeror than offeree, communication b/w parties, etc.
3. Sending the Wrong Goods

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a. Acceptance and breach


b. COULD SAY counteroffer (no K, no breach)
e. Acceptance by Silence
i. **Usually no K unless offeree intends silence as acceptance, previous dealings were silent
acceptances, takes benefit though opportunity to reject
f. Was there improper response to offer?
i. If parties act as though there is a K, conduct is taken as acceptance
g. If acceptance, when is acceptance effective?
i. **MAILBOX RULE
1. Standard
a. Acceptance effective upon dispatch if method of communication invited by
offer and properly used
b. DOES NOT APPLY TO: to instant communication like phone calls or e-mails (only
applies to lagged means), option K
c. NEED: proper dispatch, reasonable diligence
d. TRANSMISSION FAILURE: K still exists when acceptance is sent
i. IF NOTICE IS NECESSARY, offerors duty conditional on receipt of the
acceptance
e. QUALIFICATIONS
i. Offeror can OPT OUT of rule by stating acceptance is effective on
receipt
2. Complicated
a. Send acceptance overtake A with phone call rejecting offer
i. RULE APPLIES, A binds parties, but if offeror relies on rejection,
protected by estoppel
b. Send rejection send acceptance
i. NO RULE, first received counts
c. Send acceptance send rejection
i. RULE APPLIES, K formed on dispatch
d. Send acceptance send rejection rejection received first
i. NO RULE IF offeror relies on rejection
ii. RULE APPLIES IF offeror DOES NOT RELY on rejection and K is formed
h. If no acceptance, was it a rejection or counteroffer? When do these things become
effective? (THIS BLEEDS INTO STEP 6)
i. Rejection
1. **MAILBOX RULE
a. Standard
i. Terminates offerees power of acceptance upon receipt by offeror
b. Complicated
i. See above scenarios under acceptance Mailbox Rule
ii. Counter-offer
1. **MAILBOX RULE
a. Standard
i. Terminates offerees power of acceptance upon receipt by offeror
b. Complicated
2. UCC
a. **Battle of the Forms (2-207)
i. Determining Additional / Different Terms
j.
k. UCC
l. (1) Method of Acceptance
i. 2-204: K for sale of goods made in any manner sufficient to show agreement, including
conduct by both parties which recognizes the existence of a K
ii. 2-206: Offer shall be construed as inviting A in any manner and by any medium reasonable in
circumstances UNLESS otherwise indicated
m. (2) Acceptance by Promise
i. **Notice
ii. See above
n. (2) Acceptance by Performance
i. **Notice: (2-206(2)) Offeror who isnt notified of acceptance within reasonable time may treat
offer as having lapsed before acceptance
ii. **Starting Performance
1. Shipment of goods counts
o. (2) Acceptance by Silence
i. See above
p. (3) Was there improper response to the offer?
i. **Conduct is like a new K

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ii.

**Terms of new K consist of all terms on which writings agree and supplementary UCC gap filler
terms
iii. **AND ALSO 2-206
q. (4) If acceptance, when is acceptance effective?
i. 2-207 Battle of the Forms
1. ADDITIONAL / DIFFERENT TERMS (SEE BINDER)
r. (4) If no acceptance, was it a rejection or counteroffer? When do these things become
effective? (THIS BLEEDS INTO STEP 6)
i. Rejection
ii. Counter-offer
1. 2-207 Battle of the Forms
a. ADDITIONAL / DIFFERENT TERMS (SEE BINDER)

s.

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6. Termination? Interpreting K? Additional / Different Terms? Etc.? How Must They


Perform?
a. (1) Counter-offer / Additional / Different Terms
i. UCC
1.

2-204 Rolling Ks
a. Final assent to K deferred until non-drafting party has chance to read and
reject terms
b. Material terms
c. SEE BINDER STEPS
2. 2-207 Battle of the Forms
a. SEE BINDER STEPS
b. (2) Pre-Contractual Liability / Preliminary Agreements (FROM OFFER STEP)
i. Liability for Failed Negotiations
1. Restitution (actual benefits conferred on other party)
2. Reliance (Dixon)
3. Misrepresentation (reliance protected) not so much here
4. Bargained-for Agreement to Negotiate in Good Faith
ii. Preliminary Agreement
1. Generally
a. **Objectively manifested intent to be bound
b. **Part performance
c. **Presence of open times
d. **Type of K
2. Types of Binding Preliminary Agreements
a. Type 1
i. Fully binding preliminary agreement
ii. Parties agree on all points that require negotiation and all that remains
is memorialization in a doc
b. Type 2
i. Binding preliminary commitment
ii. Parties agree on certain major point, accept commitment to negotiate
in good faith to reach final agreement
iii. Good faith breached when refuse to negotiate, improper tactics,
unreasonable proposal, nondisclosure, negotiations with others,
reneging
c. (3) Termination
i. Offeree / Offeror Death / Insanity
ii. Destruction of Ks Subject Matter
iii. Supervening Illegality
iv. Abandon Performance
d. (4) Parol Evidence Rule (SEE BINDER)
i. Evidence of PRIOR oral / written contemporaneous agreement
ii. Partial v. Complete Integration
1. Partial: final but incomplete (cant contradict, can supplement) SINE (nonassignable
option doesnt contradict)
a. PARTIAL IF: Omit a consistent additional agreed term that (1) given separate
consideration for agreed term OR (2) term naturally omitted from writing
2. Complete: final and complete (cant contradict nor supplement GIANNI)
iii. PER does NOT exclude evidence of:
1. Is writing an integration?
2. Interpretation of the writing
3. Things that render agreement void/voidable (fraud, duress, etc.)
4. Modification of agreement AFTER the writing
5. Consistent conditions precedent
iv. Common Law
1.

STEP 1: Partial v. full integration


a. Evidence that writing is an integration
i. Adopted as final expression of at least some terms? (1) state
final terms (2) signed or oral acknowledgement? (3)
confirmations ratified by subsequent conduct (4) usually not
exploratory proposals / drafts unless evidence of adoption
b. Tests for COMPLETE integration
i. WILLISTON (MAJORITY): Incomplete on face, NOT complete. If appear
complete, completely integrated unless would have excluded prior
agreement from writing GIANNI

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1. Objective intentions
CORBIN (RISING TREND): Look at all relevant evidence to determine
whether intend to supersede prior agreement with writing (dont look
at prior, but current writing)
1. E.g. Evidence showing prior agreement was made and that
parties didnt discuss eliminating it by signing the writing
would be relevant
c. Integration clause
d. Collateral agreements (different from agreements in writing)
2. STEP 2: Can PE be introduced and are there limits?
a. CANNOT contradict writing in any case
b. Consistent terms ARE ADMISSIBLE unless completely integrated
c. See if term would have been included based on surrounding circumstances
d. Does NOT bar mutual mistake BOLLINGER proof of omitted oral agreement
3. STEP 3: Use PER to reform the writing
a. Reform for mutual mistake
i. Need clear and convincing evidence of the mistake
b. Reform for fraudulent misrepresentation
c. No oral modification clauses
UCC 2-202
ii.

v.

1.

Final writings cant be contradicted (a)


a. Can use course of dealing or performance, usage of trade to
supplement, however (MORE LAX THAN COMMON LAW)
2. Complete writings cant be supplemented (b)
a. Partial can with consistent additional terms
3. Cant contract away freedom
4. STEP 3
a. Can agree that Ks only modified by signed writing (2-209(2))
b. Reliance can probably render a modification that violates such a clause
effective (2-209(4)-(5))
e. Extrinsic Evidence (SEE BINDER)
i. Is the offered evidence relevant to prove a meaning to which the language of the instrument is
reasonably susceptible?
1. Not if plain and unambiguous on face
f. Gap Fillers

g.

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7. Statute of Frauds
a.

Common Law
i.

b.

(1) Does the K fall within statute?


1. **MYLEGS
ii. (2) Is the SOF satisfied?
1. **Transaction description
2. **Party identification
3. **Signature
4. FACTORS: Extrinsic evidence, piece together documents
iii. (3) Does an exception apply? ORAL KS
1. FACTORS: Part performance (estoppel / reliance), judicial admission
a. RELIANCE/ESTOPPEL FACTORS (other time mentioned in CONSIDERATION)
i. **Other remedies available?
ii. **Reliance prove promise or is promise otherwise clearly proven?
iii. **Reliance definite and substantial?
iv. **Reasonableness/foreseeability?
v. **Uncurable unless restitution
UCC (2-201)
i.
ii.

iii.

(1) Sale of goods over $500?


(2) Is the SOF satisfied?
1. **Writing sufficient to show K for sale made
2. **Signed by party to be enforced against
3. **QUANTITY IS REQUIRED
4. FACTORS: Extrinsic evidence, piece together documents
(3) Does exception apply? ORAL KS
1. FACTORS:
a. 2-201(3)(B): Judicial Admission
b. 2-201(3): Special manufacture exception
c. 2-201(3): Merchant confirmation exception

c.

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8. Defenses / Enforcement Issues

a. Material Breach and Substantial Performance


i. Common Law

ii.

1. CONSIDERATIONS:
a. Deprivation of reasonably expected benefit
b. Availability of compensation for lacking benefit
c. Extent of forfeiture required by party that failed to perform
d. Likelihood that party failing to perform will cure
e. Good faith
2. BREACH TEST
a. Is it uncured?
b. Is material (materiality factors WALKER NEON SIGN SEE BINDER)
c. If not material / if material, what remedies?
d. Divisibility
e. Unjust enrichment (even if not divisible, can get restitution)
UCC
1.
2.

NO DOCTRINE OF SUBSTANTIAL PERFORMANCE


2-601: Perfect Tender Rule
a. Any breach by seller is material and total (with two main limits / MITIGATING
FACTORS)
i. Seller breach when repudiate, fail to deliver, non-conforming goods
b. Buyer breach when wrongfully reject, wrongfully revokes acceptance, fails to
make payment, repudiates with respect to part of whole K
b. UNILATERAL MISTAKE TEST (Offer)
i. TEST 1 (OFFEROR EXCUSED)
1. **Mistake is material (significantly better of offeree / worse for offeror
2. **Other party knew or had reason to know of mistake
ii. TEST 2 (OFFEROR EXCUSED)
1. **Mistake is material
2. **Clerical mistake (as opposed to error of judgment
3. **Mistake not result of extreme negligence (CA: ordinary negligence)
4. **Enforcement unconscionable (loss to offeror from having to perform)
5. **Other party can be restored to status quo
6. FACTOR: Prompt notice of mistake
iii. **Parol Evidence Rule
c. MUTUAL MISTAKE
i. Shared, mistaken belief about a fact when K is executed is RECISSION
1. **Mistake is material AND
2. **Party seeking rescission didnt bear risk b/c
a. K allocates risk to other party AND
b. Party seeking rescission didnt act in conscious ignorance (no reason to
know)
d. Misunderstanding
i. When ambiguous, given meaning that each party intended to have, if mismatched, no K
ii. **Parol Evidence Rule
e. Fraud & Misrepresentation
i. (1) Difference between fraud and misrepresentation
1. FRAUD: KNOWING
a. **Inducement (manifestation of assent) if likely or knows, then material
b. **Justifiable reliance
c. **Intent to induce (no confidence in statement / knows or believes assertion
not true / know no basis for assertion)
2. MISREPRESENTATION: ASSERTION NOT IN ACCORDANCE WITH THE FACTS, WHERE NO
INTENT TO INDUCE
a. **Inducement, justifiable reliance, NO INTENT TO INDUCE
ii. (2) Types of Fraud / Misrepresentation
1. Concealment
a. Hide facts which prevents party from realizing a fact = assertion that fact
doesnt exist
2. Nondisclosure
a. Failure to correct
b. Half-truths (KANNAVOS)
c. Disclosure would correct a mistake of the other party
d. If fact unlikely to be discovered by prudent inspection, nondisclosure may be
basis for rescission (STAMBOVSKY) LATENT MATERIAL DEFECTS (SWINTON)

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e. False Opinion (relationship + disparity of bargaining party)


(3) Silence
1. Not misrepresentation/fraud unless start talking and need to tell the entire truth to
give full picture on that topic
iv. COMPARE TO PUFFERY
Duress (VOIDABLE)
i. FACTORS
1. **Improper Threat
a. Crime or tort, criminal prosecution, civil suit in bad faith, good faith breach of
duty, economic harm, threatened act harms threatened person and not benefit
threatener, effectiveness of threat increased by prior unfair dealing, use power
for illegitimate ends
2. **Inducement: threat substantially contributes to decision to enter K
3. **No Reasonable Alternative
4. **Show Fortitude / Courage in Face of Adversity
ii. PRE-EXISTING DUTY RULE with exception for unforeseen circumstances
1. Common Law
iii.

f.

a.

2.

PEDR not used as consideration for modification since no consideration there


modification binding only when:
i. **fair and equitable based on changed circumstances not anticipated
by either parties
ii. **statute
iii. **material change in position in reliance supports enforcement of
modification for justice reqsons
UCC ABOLISHES PEDR
a.

2-209 Exception
i. Allows K modification w/o consideration if (1) good faith (2) legit
consideration
3. Avoiding PEDR
a. **rescind old K
b. **make a new K with modified terms
c. **make only small change
d. OR **rely on new Common Law
g. Undue Influence/Capacity
i. **special relationship **weakness **exploitation of weakness assent induced by unfair
persuasion on part of stronger
ii. Minors
1. INFANCY RULE
a. Exception: necessaries, judicial approval, parental consent
iii. Mental Incompetence
1. GUARDIANSHIP ORDER (VOID K)
h. Unconscionability
i. Sliding scale
ii. Procedural
1. Gross inequality of bargaining power, inequality of sophistication, reasonable
opportunity to understand terms
2. ADDITIONAL UCC
a.

ADHESION K (2-302): **partys reasonable expectations AND **were they


violated?

iii.

Substantive
1. Unfair or one-sided result without business justification (e.g. grossly overpriced,
deprivation of benefits)
iv. Standard Form K
1. Surprise?
2. Oppression/Unfair Results?
v. REMEDIES
1. See STEP 9
i. Public Policy
i. BALANCING TEST
ii. REMEDIES
1. See STEP 9
iii. Exculpatory Clauses
iv. Covenant Not to Compete
j. Good Faith
k. Changed Circumstances

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i.
ii.

l.

Impracticability
Frustration / Impossibility
1. BURNED PIANO TAYLOR
2. TRANSATLATNIC FINANCING V. US
3. SELLAND PONTAIC V. KING (SOURCE OF SUPPLY)
4. KRELL V. HENRY (LICENSE FOR CORONATION)
5. YOUNG V. CITY OF CHICOPEE (IMPLIED CONDITION THAT WILL EXIST / BRIDGE BURNED)
6. *****Must take steps to alleviate the impossibility (CANADIAN INDUSTRIAL ALCOHOL V.
DUNBAR MOLASSES CO.)
iii. <Mistake>
Repudiation
i. Common Law
ii.

1.
UCC
1.

SEE BINDER
2-609

m.

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9. Remedies

a. Unconscionable
i. Refusal to enforce K
ii. Sever the term
iii. Limit application of term to avoid unconscionable result
b. Public Policy
i. Leave parties where they are if K not enforced, dont intervene
ii. Partial performing party doesnt get restitution unless not equally in the wrong
c. Expectation
i. IF K PERFORMED
ii. Plaintiffs loss in value caused by the other partys failure to perform or the rendering of
defective performance + Any other loss such as incidental (cost of reasonable efforts to
mitigate damages like cover) or consequential damages the contract value of what the
plaintiff partially received any cost or other loss the plaintiff avoided by not having to
perform the contract (costs/loss avoided by breach)
iii. UCC 2-712 / 2-713: consequential damages specifically allowed
d. Reliance
i. IF NO K MADE
ii. Cant exceed the full K price
iii. Losing Ks
e. Restitution
i. BENEFIT CONFERRED ON OTHER PARTY
ii. Prevents unjust enrichment (benefit at anothers expense)
f. Equitable Remedies
i. Specific Performance
ii. UCC
1. 2-716 (unique goods), 2-709 (actions for price)
g. UCC REMEDIES
i. Buyers Remedies
1. Incidental or consequential damages (2-714 /2-715)
2. 2-715(2)(a): consequential damages including loss from general / particular
requirements that seller had reason to know and cant be covered / other
3. Non-delivery, delivery of non-conforming goods, repudiation
a. Recover price actually paid AND one or two remedies: cover price k price (2712) / market price k price (2-713)
4. S justifiabily withholds delivery of goods due to breach
a. Buyer gets restitution
5. Breach of warranty (2-714(2))
a. $ at time and place of acceptance accepted - $ would have had if warranted
ii. Sellers Remedies
1. Wrongful rejection of goods, wrongfully revoke acceptance, dont pay, repudiation
a. Action for price
i. Price of goods accepted by buyer
ii. Price of goods lost/damages after risk of loss given to buyer
iii. Recover price of goods identified to K if seller cant resell at reasonable
price
b. K price resale price
c. K price market price
d. Incidental / consequential damages
h. UCC 2-706 / 2-708(2) / 2-709 SELLERS REMEDIES
i. TIMELY
j. K Price Resell Price + Incidental damages
RESALE IN
Expenses saved
GOOD FAITH
(2-706)
k. DAMAGES
l. If damages from 2-706 arent adequate
FROM LOST

Lost volume sellers


PROFITS (2708(2))
m. ACTION FOR
n. Basically like specific performance, but for the seller
PRICE (2(e.g. pre-delivering seller)
709)
o. PREPAYING
p. Provides for some restitution when a party has
PARTY (2prepaid (also applies to buyers as well)
718(2))
q.

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r.

Limitations on Damages
i. Avoidability (efforts to mitigate)
ii. Foreseeability
iii. Reasonable certainty of damages
iv. Prevent windfall
v. Sentimental value
vi. Emoitional distress excluded unless serious

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