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@CL substantially perform
art 2. -- perfect tender
Anticipatory repudiation
dn apply when unilateral K or bilateral K if one party has fully performed -- if this is the case non-repudiating must wait until performance due for repudiator to sue

if promises are executory on both sides AND
repudiation is unequivoval
non-repudiator may:
1)treat repudiation as total breach and sue immediately
2)suspend performance and sue on performance date
3)treat K as discharged
4)urge promisor to perform --dn consitute waiver

repudiating party has right to retract until non-rep cancels or materially changes position
prospective failure
allows innocent party to suspend until adequate assurances given -- e.g. insolvency
discharge of duty to perform
1)occurance of condition subsequent
2)discharge by supervening illegality
3)discharge by impossibility
4)discharge by impacticiability
5)discharge by frustration of purpose
7)discharge by modification
8)discharge by novation
9)discharge by accord
10)account stated

**SoL does not discharge duty to perform -- so if party w benefit agrees to subsequently perform there is no need for new consideration
discharge by impossibility
nonoccurance of event that was a basic assumption of K
neither party expressly or impliedly assumed the risk

must be:
1)objectively imppossible --noone could perform
2)impossibility arose after K
THEN each party excused -restitution where appropriate

**death or physical incapacity or destruction of K subject matter = impossibility
discharge by impracticability
\\\"1)extreme and unreasonably difficulty or expense
nonoccurance was basic assumption of K
shortage of raw materials
discharge by frustration
1)some supervening act leading to frustration
2)@time of K parties did not reasonable see frustration of event or act
3)purpose of the K completely or almost completely destroyed
4)AND both parties realized the purpose of the K
\\\"unilateral K requires new consideration
partial discharge by modification
1)mutual assent
2)consideration --if modif. Would benefit both then present
**consideration not required for CORRECTION
under art. 2
discharge by novation
creation of new k discharging duty
discharge by accord
acceptance of performance in lieu of another performance

req. different type of consideration if for less or payment by 3rd party

suspends right to enforce K until accord satisfied
account stated
payment of final balance due for more than 1 x-tion

SoF gen req\\\'d if one x-tion would require
Minor Breach
obligee gains substantial benefit then not relieved of duty
Material Breach
obligee does not receive substantial benefit of bargain
party may treat parties as discharged
have an immediate right to all remedies including total damages
same is true if minor breach + anticipatory repudiation
Perfect tender
\\\"Art 2 rule
if goods OR delivery nonconforming in any way
buyer may accept all
after reasonable time to inspect -- an action of conformance or keeping
failure to reject w/n reasonable time after tender
does anything inconsistent w/sellers ownership

acceptance cuts off rights of perfect tender
seller must also be given reasonable right to cure (quickly)
revocation of acceptance
permissible when:
defect substantially impairs value of goods
accepted on reas. belief of cure
difficulty in discovering defects or seller assured of conformity

must be revoked in reasonable time after defect should have been discovered
before any substantial changes
Right to cure
absolute if w/n the time for performance & notice given of intent to cure

outside time of performance- only if:
seller reas. believed goods acceptable
can be cured w/n reasonable time

right to cure in installment Ks unless breach material for whole K
specific performance
available if legal remedy (damages) is inadequate AND:
subject matter is rare or unique

land always unique

**never s/p for personal service K
enforced if:
services unique AND
covenant reasonable

reasonable if:
1)necessary to protect legal interest
and 2)reas. in geographic scope and duration
must also not harm public
defensese to s/p
1)laches -- prejudicial delay

2)unlean hands
3)sale to BFP
Art. 2 non monetary damages for buyer
\\\"1)right to cancel
2)Replevy of identified goods --
if partial payment AND no delivery
replevy if:
1)seller becomes insolvent w/n 10days of buyers payment
goods for personal
Art. 2 non monetary damages for seller
1)right to withold
2)right to recover goods
buyer must be insolvent and sold on credit -- may recover on demand w/n 10days of buyers reciept
**dna if buyer misrep of solvency given w/n 3 mos. Prior to delivery

3)to stop delivery
so long as goods or title not conveyed or bailee ackowledges to buyer goods avail.
adequate assurance of performance
if reas. risk of non-performance either party may suspend until adeq. Assurances given

if not given w/n reasonable time then repudiation
compensatory damages
aim is to put non-breaching party where they would have been had K been performed

1)expectation damages
if speculative then
reliance damages - put P in position would have been if K never performed
consequential damages
losses that reasonable person would have foreseen from breach

P must show both parties aware @ time of K-ing
of circs that would involve risk and damage if K breached

**in sale of goods only available to buyer
incidental damages
costs associated w breach
liquidated damages
enforceable if:
1)difficult to estimate damages @time of K-ing
reasonable forecast of damages -- meaning not penalogical
Buyers damages in sale of goods
diff b/n K
1)market price
3)or replacement cost
incidental and consequential damages
less expense saved

for anticipatory repudiation damages assessed @time learned of breach and place of tender

for breach of warranty damages =
dif b/n value of goods and value of K
plus incidential and consequential damages -- buyer must give D notice of defect
sellers damages in sale of goods
diff b/n:
1) market price & K price
2)K price and resale price
3)loss profits
PLUS incidental damages

market price determined @time and place of delievery

must give notice of resale -- seller may purchase if resold at auction

loss profits available to lost volume seller -- K price less cost to seller
damages in sale of land
diff b/n K price and FMV of land
Employment K damages
breach by employer: full K price

Breach by emp\\\'ee:
if intentional: cost to repleace
if unintentional: same less set off for quasi-k work done
damages in construction K
by owner:
if before construction: profits
during:profits +costs incurred
after: K price +interest

by builder
if before or during:cost of completion +reas. comp for delay
**unless undue econ. Waste to complete then value of what would recieve less what actually received

late performance: lost use damages
installment breaches
missed payment is only partial breach -- entitled to missing payments only
**if no acceleration clause
duty to mitigate
nonbrecahing always has duty to mitigate
3rd party beneficiaries
have right to sue if intended AND
rights vested
vest when:
manifest assent to promise
bring suit to enforce
materially changes position in justifiable reliance

freely revokable or alterable until vested
once vested requires consent

3rd party may only sue promisee if creditor beneficiary
-- promisee purpose in extracting promise was to discharge debt to 3rd party
unless detrimental reliance
defenses to 3rd party beneficiaries
Promisor may raise any D against 3rd party that he could raise against promissee (person who gives to 3rd party)

and if promise is to pay only what promisee owes 3rd party any D that promisee could raise
CANT assign unique or personal service ks
NOT req. in writing unless:
wages - land interest - chose in action >5k - intended as security instrument

gratuitious assignment effective
if for consideration then irrevocable - else freely revok.
unless deliver-performance by obligor- or estoppel

assignee becomes real party in interest and can directly enforce against obligor

obligor has same Ds as promisor in 3rd party bene
BUT cant raise and Ds the assignor has against the assignee
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