Summary: (13) Mbe: Contracts/sales

Read the summary and the most important questions on (13) MBE: Contracts/Sales

• Lectures I-II

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• Anticipatory repudiation occurs where

  AR occurs when a promisor, prior to the performance time, unequivocally indicates that he cannot/will not timely perform, allowing the non-repudiator the option of suspending performance and waiting to sue until the performance date, or to sue immediately.  No-repudiator is no longer bound to perform.

• Where a buyer breaches by repudiating his offer: UCC 2

  When a buyer breaches by repudiating his offer, the seller has a right to recover his incidental damages plus either (a) the difference between contract-price and market price, or (b) the difference between contract-price and the resale price of the goods, reduced in either case by any expenses saved as a result of the breach.

• Unilateral Mistake excusing the mistaken party's performance

  Although the general rule is that a K will not be voided by a unilateral mistake, there is an exception where the non-mistake party either knew or should have known of the mistake. Courts may also allow a party to show reformed K terms because of such a mistake.

• Liquidated Damages clause

  A liquidated damages clause is enforceable only if damages were difficult to estimate at the time the K was formed, and the amount agreed upon is a reasonable forecast of the damages that would result from a breach. Note that a party may recover liquidate damages, or, if not available, actual damages. But not both.

• Contract Damages and Lost Profits

  The purpose of K damages is to put the non-breaching party into as good a position as he would have been in had the breaching party fully performed. This can be represented by loss profits: income - expenses.

• Mail Box Rule + Option Ks

  Under the mailbox rule, acceptance by mail or similar means creates a contract at the moment of dispatch. However, the mailbox rule does not apply to option Ks. An acceptance under an option K is effective only upon reciept. Note that an option K is irrevocable for the time period stated.

• Doctrine Promissory Estoppel - R2K 90

  Detrimental Reliance Theory of Promissory Estoppel: Provides that a promise. which the promisor should reasonably expect to induce action/forbearance on the part of the promisee, and which does induce such action/forbearance, is binding if injustice can be avoided only by enforcement of the promise.

• R2K, Unjust Enrichment

  Arises in situations where there is no enforceable K, yet one person has for some reason conferred a benefit on another with the expectation of being compensated. If the second person retains the benefit without paying for it, he will be unjustly enriched.

• R2K: Consideration and "bonuses"

  Merely identifying a promise to pay as a a "bonus" does not obviate the need for consideration. For a promise to be enforceable, there must be consideration.

• R2K: Promissory Estoppel--Reliance as a substitute for consideration

  For reliance to provide a substitute for consideration, under the doctrine of promissory estoppel, the promisor must reasonably expect that its promise will induce reliance, and such reliance must be reasonably induced. However, the promise will be enforceable only to the extent necessary to prevent injustice.