In order to be an anticipatory repudiation, the party must ___ and ___ repudiate the K
clearly, unequivocally
If there is an AR, there are two options
1. Sue ___
2. Ignore and demand performance
immediately
If there is an AR, there are two options
1. Sue immediately
2. ___ and ___ performance
ignore, demand
The exception to suing immediately after an AR, is if you've completed the ___ performance and you're only waiting for ____
entire, payment
A party can retract a repudiation until
1. Other side commences a ___
2. Other side acts in ___ on the repudiation
lawsuit, reliance
In the UCC, if there are reasonable grounds for insecurity, a party can demand ___ ___
adequate assurances
If a questionable party fails to respond within a reasonable time to the demand for adequate assurances, it can then be treated as a ___
repudiation
The most common damages in a K case are ___ damages
expectation
Expectation damages aim to put a party in the ____ economic position they would be if the contract was ___ as promised
same, performed
Measure expectation damages by the __ of performance ___ the ___ with the value of the performance with breach
value, without, breach
2 Limits on expectation damages:
1. Must be calculable with ___ ___
2. Consequential damages must be foreseeable at the time of the K
reasonable certainty
2 Limits on expectation damages:
1. Must be calculable with reasonable certainty
2. Consequential damages must be __ by __ parties at the time of the K
foreseeable, both
2 types of consequential damages
___ and ___
general, consequential
___ damages are consequential damages that almost anyone would suffer from a breach; like cost of storing rejected goods, finding a new buyer, etc
general
___ damages are consequential damages that are damages unique to that specific buyer and __ be recovered unless foreseeable
consequential, cannot
The doctrine of ___ states that a breached-against party must take reasonable steps to reduce damages from a breach
mitigation
The ___ bears the burden of proving mitigation failure
defendant
Mitigation efforts must be ___ ___ to the original contract
reasonably similar
Lost volume sellers can recover for __ __
lost profits
The normal measure of expectation damages in construction contracts is the ___ to ___ the __
cost, complete, job
If the cost to complete the job dramatically overcompensates the plaintiff and results in economic waste, ___ in market value is used
diminution
(Acronym) ____ calculates how much lower is the market value of what you got versus what you wanted
dmv
___ damage's goal is to put the party in the same economic position they would be in if the K had never been created
reliance
Reliance damages aim to put the party in the ___ same economic position they would be if the K had ___ been created
same, never
These are the ground hog day damages
reliance
Can a party collect both expectation and reliance damages?
no
___ damages aim to give the plaintiff the amount equal to the economic benefit they conferred on the defendant
restitution
Restitution damages aim to give the plaintiff the amount equal to the economic ___ they ___ onto the defendant
benefit, conferred
Liquidated damages are only given when
1. Amount is ___ at the time of contracting
2. Actual damages would be ___ and hard to prove
reasonable, uncertain
Punitive damages are almost ___ allowed in K law, and only attach when there's a ___
never, tort
Equitable relief is only allowed when monetary damage are considered an ____ form of relief
inadequate
Specific performance is presumptively available for ___ ___ transactions
real estate
Specific performance is presumptively NOT available for ___ __ contracts
personal service
Specific performance is only allowed for ___ goods
unique
A __ __ ___ is an equitable right of an unpaid seller to reclaim goods when credit is extended and the buyer is insolvent
right of reclamation
The right of reclamation is an equitable right of an ___ seller to reclaim goods when ___ is extended and the buyer is ___
unpaid, credit, insolvent
Right of Reclamation
1. Buyer is ___ when they ___ goods
2. Seller demands within 10 days
3. Buyer still has goods
insolvent, receive
Right of Reclamation
1. Buyer is insolvent when they receive goods
2. Seller demands within ___ days
3. Buyer still has goods
10
Right of Reclamation
1. Buyer is insolvent when they receive goods
2. Seller demands within 10 days
3. Buyer still __ goods
has
Two types of third parties:
1. __
2. ___
intended, incidental
These third party beneficiaries have the right to sue
intended
These third party beneficiaries DO NOT have the right to sue
incidental
A party is an intended 3rd party beneficiary if the intial parties to the K ___ to ___ enforcement rights to the third party
intended, convey
2 types of intended 3rd parties
1. ___ beneficiary
2 ___ beneficiary
creditor, donee
A ___ beneficiary arises when the promisee strikes a deal with the promisor in order to repay another debt to the third party
creditor
A ___ beneficiary arises when there is no preexisting obligation, but the promisee clearly intends to confer a gift of enforcement on a third party (life insurance)
donee
Can't revoke/modify 3rd party enforcement rights if
1. Bene detrimentally ___ on the rights
2. Bene manifests ___to the K or rights
3. Bene initiates a ___to enforce the K
relies, assent, lawsuit
__ is the transfer of rights under a K
assignment
Assignment is the transfer of __ under a K
rights
Delegation is the transfer of ___ under a K
duties
___ is the transfer of duties under a K
delegation
If a K PROHIBITS assignments, then the assigning party has ___ the deal and the 3rd party (can/cannot) recover from the guarantor
breached, guarantor
If a K ___ assignments, then the assigning party has breached the deal and the 3rd party CAN recover from the guarantor
prohibits
If K INVALIDATES assignments, the third party (can/cannot) recover from the guarantor
cannot
If the K ___ assignments, the third party CANNOT recover from the guarantor
invalidates
If rights are assigned ___ consideration, the LAST assignment controls
without
If rights are assigned WITHOUT consideration, the ___ assignment controls
last
If rights are assigned ___ consideration, the FIRST assignment for consideration controls
with
If rights are assigned WITH consideration, the ___ assignment for ____ controls
first, consideration
A ___ of duties occurs when a party to a K outsources her duties to another party
delegation
A delegation of duties occurs when a party to a K ___ her ___ to another party
outsources, duties
Delegation can occur as long as K doesn't prohibit it and the other party doesn't have a ___ ___ in having the specific individual perform
special interest
A delegatee (is/is not) generally liable for breach unless they receive consideration from the delegating party
is not
A delagatee is NOT generally liable for breach unless they receive ___ from the delegating party
consideration