1. Breach of Contract Issues
Contract - Breach
Breach of Contract Issues
A contract exists (all four elements have been met so that there is formation).
A material breach has occurred (a party fails to deliver, the service is awfully provided, etc., not in small way).
Actual damages exist – one of the parties is damaged.
This bridges the gap between formation issues and those on damages. Others lie in between…
Damages measured at time of breach.
Common law treats “substantial performance” as sufficient and not as breach and may be treated as full performance – no damages because what was done was close enough.
Rights that are breached could be express terms, implied terms (implied in fact or implied in law, collectively, constructive terms.
If a party presumes breach by other party too soon, s/he/it could become the breaching party – if in doubt, ask for adequate assurances.
Compare U.C.C. Article 2 Perfect Tender Rule (§2-206(1)) to the common law doctrine of substantial performance – they are very different and the U.C.C. does not utilize substantial performance…
Use this concept to consider perspective. Is a question calling for extensive focus on the elements of a contract? Or are they a sub-issue? Is it a formation issue (the former)? Is it a breach issue (this concept). How much analysis you devote is critical.
With only a few exceptions, “anticipatory repudiation” at common law is the same as per U.C.C. Article 2, §§ 2-609, 2-610, and
© 2018 Paul J. Carrier, Paul J Carrier, LLC Blue – Category Recognition; White – Specific Category; Yellow – “Black Letter” Rules (to be memorized); Green – Main Factual Issues – Analysis; Red – Upper-Level, Integrated Comprehension