Breach

Breach: Occurs when a party does not perform as […]

promised

At common law, breaches are divided into two categories: [..1..] breach and [..2..] breach

minor, material

MINOR (COMMON LAW ONLY): A breach is minor if the obligee obtains the substantial benefit of what they […] for

bargained

If a breach is minor, the non-breaching party must still perform but can offset any damage suffered from the failure of […]

performance

The doctrine of minor breach applies only to contracts governed by the […] law

common

MATERIAL: If a breach is material, the non-breaching party did not get the substantial benefit bargained for, the contract is treated as having […], and the non-breaching party can immediately sue for damages

ended

A court will consider the amount of the [..1..] the non-breaching party received to determine if a breach is [..2..] or [..3..]

benefit, material, minor

A factor to determine if a breach is material or minor is whether the non-breaching party can be compensated with […] damages

money

A factor to determine if a breach is material or minor is the extent of […]

performance

A factor to determine if a breach is material or minor is the hardship to the […] party

breaching

A factor to determine if a breach is material or minor is whether the breach was [..1..] or [..2..]

willful, negligent

A factor to determine if a breach is material or minor is the likelihood that the breaching party will fully […]

perform

As a general rule, failure to complete a contract by the time stated is not a […] breach UNLESS the nature of the contract makes performance on the exact day of vital importance

material

If time is of the essence, then late performance is a […] breach

material

The substantial performance doctrine does not apply to contracts for the sale of […]

goods

There is no […] breach in contracts for the sale of goods

minor

Perfect Tender Rule: The buyer is entitled to a perfect tender, meaning goods that conform to the contract in every […]

respect

If goods not conforming to the contract are delivered, the buyer can reject all of the non-conforming goods and […] the contract or sue for damages

cancel

If goods not conforming to the contract are delivered, the buyer can accept all of the goods and sue for […]

damages

If goods not conforming to the contract are delivered, the buyer can accept any number of commercial units of the goods, reject the […], and sue for damages

rest

Commercial units: Refers to how the goods are packed or unitized in […]

commerce

The Perfect Tender Rule is limited by doctrines including [..1..] and the [..2..] to cure

acceptance, right

Acceptance of goods cuts off the buyer's right to […] under the Perfect Tender Rule

reject

Once a buyer accepts goods, they can no longer reject them, though [..1..] may still be a remedy for [..2..]

damages, defects

A buyer accepts goods when, after a reasonable opportunity to inspect the goods, the buyer indicates to the seller that the goods conform to the contract or that they do not conform but the buyer will […] them anyway

keep

A buyer accepts goods when the buyer fails to reject the goods within a reasonable time after tender or delivery or fails to seasonably notify the seller of a […]

rejection

Seasonably: Means within a […] time

reasonable

A buyer accepts goods when the buyer does any act inconsistent with the seller's […]

ownership

A buyer may revoke acceptance if goods were accepted because of the difficulty of discovering […]

defects

A buyer may revoke acceptance if goods were accepted because of the seller's assurance that the goods conformed to the […]

contract

A buyer may revoke acceptance if they bought goods on the seller's assurance that a defect would be cured, and the seller does not […] it

cure

Right to Cure: If a seller delivers non-conforming goods, but the time for performance on the contract has not expired, the seller may notify the buyer of their intent to cure and then deliver […] goods

conforming

Limitation on Right to Cure: There must be […] left to perform under the contract

time

Exception (Seller's reasonable belief of acceptance): If a buyer rejects non-conforming goods that the seller reasonably believed would be acceptable, the seller, upon reasonable notification to the buyer, has a further reasonable time beyond the original contract time to tender […] goods

conforming

Anticipatory Repudiation: Occurs when a party clearly indicates, before their performance is […], that they will not perform their contractual obligations

due

For the doctrine of anticipatory repudiation to apply, the repudiation must be […]

unequivocal

Upon an anticipatory repudiation, the non-repudiating party can treat the repudiation as an immediate breach and […] the contract

cancel

Upon an anticipatory repudiation, the non-repudiating party can treat the repudiation as an immediate breach and sue for […] the breach will cause

damages

Upon an anticipatory repudiation, the non-repudiating party can ignore the anticipatory repudiation, wait for the performance due date, and sue later if the repudiating party does not […]

perform