Doctrines and Principles Sheet for Law School by JohnMValentine

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									Lost Volume Seller                          PER: No prior agreements ever except
Seller has to prove in order to recover     for TU, CP, CD; add terms to
under 2-708 that is has a definite market   supplement, or clarify but not to alter.
to sell to and has the capacity to do so
(Diasonics)                                 PER NY TEST: is it ambiguous? If yes,
Personal service contracts cannot claim     determine meaning and include. If no,
lost volume seller                          exclude evidence

Cardozo Doctrine of Damages                 Trade Usage and Course of
Role of the court is to use just prudence   Performance: evidence of them can be
to apply rules not mechanically but         used to detail good faith and fair dealing
logically to fit the case at hand.          unless expressly stated otherwise
Cost of performance v. value of a party’s   (Royster)
expectation interest
(Young/Wunder/Peevyhouse)                   Best efforts clauses: balance efforts to
                                            maintain clause with the overall interest
Consequential Damages                       of the business (Bloor)
Were reasonably foreseeable or within
the contemplation of the parties at the     Duty v. Condition: Breach of duty =
time of contract (Baxendale)                damages, Breach of condition = no
                                            premium
Liquidated Damages
Test for reasonableness                     Hicks Rule: evidence of a condition
What are actual damages and how do          before K does not violate PER. Parol
they compare with the defined damages       evidence is admissible to prove a
clause                                      condition precedent to the legal
                                            effectiveness of a written agreement…..
Emotional Damages                           if the condition does not contradict the
Only available if there is a breach and a   express terms of the K
tort or the contract is for non economic
things (Bridezilla case)                    Anticipatory Breach: if first breach was
                                            partial and not material a subsequent
Gross sales are a poor measure of           breach will be treated more harshly.
damages. Net profits are more accurate
(Wasserman)                                 Failure to take pre-action before the time
                                            when performance is promised is not an
Concealment: General rule that there is     anticipatory breach. (McKloskey).
no duty to share information that was
gathered through personal experience or     Common law: time of performance
education; if obtained legally (Swinton)    UCC: breach + reasonable time

Unconscionability: Courts can               Reccission: 1. material mistake 2.
invalidate Ks and clauses that are          unconscionable to enforce 3. party
contrary to public policy (Henningson)      cannot be in status quo 4. no notice
Divisibility: if the part to be performed
by one party consists of several and distinct
times and the price to be paid by the other
is 1) apportioned to each item to be
performed, or 2) is left to be implied by law

Impossibility v. Impractibility
Impossibility excuses performance,
while impractibility makes it extremely
difficult. Impossibility is objective while
Impractibility is subjective (Lenawee)

Frustration of purpose: party’s
principle purpose is frustrated without
his fault; remaining duties are
discharged unless language or the
circumstances indicate the contrary

								
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