Business Law--Contractual Remedies and Contracts for the Sale of Goods

compensatory damages

awarded for a breach of contract that results in higher costs or lost profits for the injured party

direct or consequential

two types of compensatory damages

direct damages

losses that flow naturally and foreseeably (built into contract) from the breach of the contract

direct damages

cost to replace product that was never delivered; cost incurred to correct faculty work—make sure injured party is back where they should be

consequential damages

damages that are not the immediate necessary consequence of the breach—only recoverable if foreseeable

consequential damages

lost profits from business that couldn’t operate because of breach; business interruption

liquidated damages

approximation; not meant to be a penalty; determined or settled already because it’s hard to figure out damages

mitigation of damages

honest effort; injured party has a duty to reduce the damages that party has suffered or continues to suffer

mitigation of damages

owner of building has roof leak. If contractor breaches contract and fails to come repair, owner should find another contractor to repair roof and put a stop to the continuing damage to the property

limitation of liability clauses

puts a limit on the dollar amount that a company is liable for

limitation of damages clauses

contractual limitation on the recovery of certain types of damages—contract may state that consequential damages are not recoverable

equitable remedies

non-monetary: recession, reformation, specific performance, injunction

equitable remedies

rescission and reformation

rescission

cancellation of a contract

reformation

correction of terms in an agreement to reflect the true understanding of the parties

covenant not to compete

can’t go after same customers when you switch employment —-depends on geographic

specific performance

real estate is involved; will rarely be awarded if monetary damages will make injured party whole; court order compelling a party to perform in such a way as to meet the terms of the contract

injunction

non-monetary; temporary or permanent court order preventing a party from doing something or ordering a party to do something—they have our trade secrets so you need to order them to get documents

UCC

contract for sales of goods

mirror image rule

what does UCC not abide by

$500 or more

when must a contract be in writing

Parol Evidence

what does the UCC have that Common Law doesn’t

knockout rule and gap filler

what the UCC uses when terms of offer are DIFFERENT

perfect tender rule

seller must deliver conforming goods and buyer must accept the goods and pay for them if the goods are acceptable

anticipatory Repudiation

if another party clearly states that will not be performing contract, do not have to wait until time for performance has passed before pursuing remedy for breach

demand for adequate assurances

ask them for adequate assurance that are able to perform

CISG

• contract is formed when the seller receives the acceptance from the offeree

• provides uniformity in international transactions li

clickwrap agreements

I agree button rather than a signature

browsewrap agreements

just being on a website you automatically accept