UCC SECTIONS 89- Modification of Executory Contract
152-Mistake of Both Parties K Voidable
1-302 Var. by agreement Beachcomber coins-Mutual mistake because neither party
1-303 Course of perf./dealing knew coin was counterfeit
Nanakuli-Price protecting was common in trade and expected. 208-Unconscionable K or Term
Did not negate express term, merely supplemented. Jones v. Star Credit- Unconscionable for people who couldn’t
Columbia Nitrogen- K not explicit about price changes, understand K
therefore perfect time for trade usage. Williams v. Walker Thomas-Unconscionable using
McKenna v. Vernon- Tried to get out of K for lack of architect procedural/substantive sliding scale.
approval, however made prev. payments in spite of lack of 211-Standardized Agreement
approval. Course of actions waived. Hanningsen v. Bloomfield Motors-the clause denying implied
2-208 Course of perf. v. Prac constr. or express warranties would not have been agreed upon if
2-209 Mod/rec/waiver buyer knew it existed.
2-302 Unconcionable K or clause 241-Materiality
Jones v. Star Credit- price unconscionable in a rent to own 251-Failure to Give Assurances as Repudiation
setting. P didn’t understand K 253-Effect of Repudiation as a Breach on Duties
Williams v. Walker Thomas Furn- Unconscionable bec. Of Hochster v. De La Tour- Found plaintiff could seek damages
clause without meaningful choice. immediately, and def. could not change his mind after
2-303 allocation or division of risk repudiation
2-508 Cure by Seller Improrper tender/delivery; McClosky- Needs absolute repudiation for breach to be found.
replacement Cannot call K void unless abs, repudiation
2-601 Buyer rights for failed delivery 261-Impracticability
2-602 Rejection Wendt v. Int. Harvester-Heavy losses not foreseen by the K
made it impractical to continue business.
2-608Revocation of accept whole/part Mel Frank v. Di-Chem- Not sufficient frustration bec they had
2-609 Right to assurance of performance non-hazardous chemicals as well.
PDM v. Brookhaven- no grounds for insecurity and cannot 265-Supervening Frustration
demand payment until perf is complete. Krell v. Henry-Event cancelled, does not have to rent room.
2-706 Seller resale (opp. of Cover) Young v. Chicopee- bridge burns down does not get damages
2-708 Sellers damages for non- for lost materials/profits, only work rendered
acceptance/repudiation Taylor v. Caldwell- Venue burns down does not recoup
Davis Corp v Diasonic- Loss of volume buyer, must show advertising costs.
could have made the subsequent unit and sale regardless. Not Transatlantic v. USA-Shipping co. found liable bec it was the
replacement sale. more informed risk bearer.
2-709 Action for price 344-Purpose of Remedies
2-710 Sellers incidental/conseq damages 347-Meas. Of Damages(Expectation)
2-711 Buyers Remedies/ Security interest in 348-Alt. to Loss of Value of Perf.
rejected goods 349-Damages Based on Reliance
2-712 Cover- buyers procurement of substitute 350-Damages are not recoverable for loss that the
goods 351- Unforeseeability and limitations on damages
Laredo Hides- Once party gets cover, seller has to prove cover Hadley v. Baxendale- Court may limit to foreseeable recovery.
was unreasonable, or the price was too high Had they known time sensitivity it might have made a
2-713 Buyers damages for non-delivery or difference.
repudiation 352-Uncertainty as a Limitation on Damages
Tongish v. Thomas- Lost profit is not used when market price 373 Restitution when other party is in breach
under 2-713 is too great 374 Restitution for breaching party
2-716 Buyers right to specific performance or US v. Algernon Blair
replevin Sub con. justifiably stopped work and sued for performance
Klein v. Pepsi- Specific dam. not appropriate where money and labor
dam. will suffice . forgo suit on contract and claim only performance as
Laclede v. Amoco-If no alternate contract is readily available damages, even if would have lost on full performance on K.
can grant specific perf. RULES/DOCTRINES
Restatement sections Pre-existing Duty Rule
84-Promise to perf a duty in spite of non- Alaska Packers-gun to the head, renegotiated price not
Austin Instruments-Duress is found because Austin demands
a better price and the second contract, and Loral tries but
cannot find a new co. to supply the parts in time.
Watkins v. Carrig- no pre-existing duty and modification was
not made due to duress, but due to an unforeseeable circ.
Modification must stand.
Heningsen v. Bloomfield Motor
Court found could not contract out of implied contract and
personal injury liability
Frigaliament v. BNS
No contract agreed upon, no claims
Cancel all outstanding obligations
Wood v. Lucy-court recognizes reasonable efforts as valid and
Bloor v Falstaff- Do not have to spend into bankruptcy to
fulfill best efforts
Feld v Henry S. Levy- For output contract, cannot discontinue
output to divert the materials to another more profitable
product, but can pull out of business all together.
Doctrine of Economic Waste
Jacobs and Young v Kent- Court found that change of pipes too
costly for change of market value of home
Groves V. Wunder- Doctrine of Econonmic waste fails because
breach is willful
Peevyhouse v. Coal-Doctrine upheld because the amounts
were too disproportionate
Doctrine of Substantial Perf.
Plante v. Jacobs- Court ruled contract had been subs. Perf.
even though a wall was misplaced.
Ex Ante- Judged at time of transaction
Tuckwiller v. Tuckwiller- K was fair at time of inception
Ex Post- Judged after the event
Mckinnon v. Benedict-Unfair K is judged after event, does not
Odorizzi v. Bloomfield-more about status as a boss causing
undue influence and threatening exposure.