Presentation on theme: "Contract Defenses, Discharge, and Remedies"— Presentation transcript:
1 Contract Defenses, Discharge, and Remedies Ethical Considerations Question, p. 220 – Reading of Contract – same issue as next slideThe contract “shall continue in force for a period of five years from the date it is made and thereafter for successive five year terms, unless and until terminated by one year prior notice in writing by either party.
2 Mistake End of Chapter Question 8 , p. 250 Group 7 $92,885,000.00 or V.$92,885,000.00or$92,855.00
3 Ethical Considerations, P. 260 $50 desk at garage sale worth $15kMap sold for $3 but worth $19 million?One of the ships “Peerless”Raffles v. WichelhausTwo Ships Peerless.Wichelhaus purchased a shipment of cotton from Raffles to arrive on a ship called the Peerless from Bombay, India. Wichelhaus meant a ship called Peerless sailing from Bombay in October; Raffles meant another ship called the Peerless sailing from Bombay in December. When the goods were finally delivered in December, Wichelhaus refused them.Should Wichelhaus be forced to accept the goods?
5 Genuineness of AssentMistake of Fact by both parties makes the contract voidable.Substantiality of the Mistake.Allocation of the Risks.CASE 7.5 Honda v. Board of Trustees of the Employees’ Retirement System of the State of Hawaii (2005).Timing.
6 Discharge by Agreement Parties may agree to discharge their contractual obligations in several ways:By RescissionAnd RestitutionThe partiesmutually agreeto rescind(cancel) thecontract.ByNovationA new party issubstituted forone of theprimary partiesto a contract.By Accord andSatisfactionagree to renderperformancedifferent fromthat originallyagreed on.
7 Agreement to Settle Based on Bad Information End of Chapter Question 4 , p. 249Agreed to settle with insurance company for $15,000, the amount he thought was his policy limit.His policy in fact had a $250,000 limitWhen he learned of the higher limit can he rescind his contract to settle?Lanci v. Metropolitan Insurance
8 Consequential Damages Case re: termination of catering job 5 days before picnic$7,000 contract for cateringCancelled 5 days beforeContract required full payment if cancelledPlaintiff asserts it's an unlawful penalty clauseTypes of DamagesCompensatory DamagesConsequential DamagesPunitive DamagesNominal DamagesLiquidated Damages
9 Hadley v. Baxendale (1854)The question before the court was whether Hadley (the mill owner) could recover for consequential damages—the lost profits—caused by Baxendale’s delay in delivering a broken crankshaft.The court held that the Hadleys could recover only if Baxendale knew or should have known that the mill would have to be shut down while the crankshaft was being repaired. Was Baxendale aware of this?If it had not been the custom in the mid-1800s for mills to have extra crankshafts on hand, how would this circumstance have affected the court’s ruling?
10 Mitigation of DamagesWhen breach of contract occurs, the innocent injured party is held to a duty to reduce the damages that he or she suffered.Duty owed depends on the nature of the contract.Classic CaseYou install a window as part of your business and the window breaks after you leave due to your negligence. The homeowner fails to cover the window and additional damages in the home results.
11 Punitive DamagesPunitive damages are awarded to punish the breaching party and deter similar conduct in the future.These are usually not awarded in an action for breach of contract unless a tort is involved.
12 Nominal DamagesNominal damages are those small in amount (such as one dollar) that are awarded when a breach had occurred but no actual damages have been suffered.They are often awarded only to establish that the defendant acted wrongfully.
13 Sound Finacial, LLC v. Unisearch (2002). End-of-Chapter Q. 2, p. 249Sound Finacial, LLC v. Unisearch (2002).Liability limited to $25.
14 Green Park Inn, Inc. v. Moore (2002) Green Park Inn, Inc. v. Moore (2002). Sale of hotel - $500,000 liquidated damagesLiquidated DamagesDamages Stated in Contract. Damages that may be specified in a contract as the amount to be paid to the nonbreaching party in the event the contract is later breached.Damages Difficult to Estimate and Reasonable Amount. Clauses providing for liquidated damages are enforced if the damages were difficult to estimate at the time the contract was formed and if the amount stipulated is reasonable.If Penalty – Not Enforced.
15 ReimbursementCollision with semi left Deborah Shank permanently brain damaged. Her husband sued and won $700,000 compensatory damages. Wall-Mart insurance company sued for the money.
16 Specific PerformancePerformance Not Damages. An equitable remedy calling for the performance of the act promised in the contract.Limited Application. Specific performance is only available in special situations, such asthose involving contracts for the sale of unique goods or land, orwhen monetary damages would be an inadequate remedy.Not for Personal Services.1234
17 Oral Agreement End of Chapter Question 5 , p. 249 Cindy Sawyer approached Melbourne Mills, an attorney, regarding an idea to sue on behalf of fen-phen users.Mills agreed to pay her $1 million, plus $65,000 over 10 years, if successfulOral agreementHe won $23 million but only paid her $160,000
19 Parol Evidence Exceptions to the rule: No Oral Evidence. Terms of a written agreement intended to be the final expression of parties’ intentions, cannot be contradicted by prior or contemporaneous agreements.Exceptions to the rule:Contracts subsequently modified.Voidable or Void contracts.Contracts containing ambiguous terms.Prior dealing, course of performance, or usage of trade.Contracts subject to orally agreed-on conditions.Contracts with an obvious or gross clerical error that clearly would not represent the agreement of the parties.
20 Changed Circumstances Impossibility: an event causes obligations to be discharged.Impracticality: performance is possible but commercially impractical.Frustration of Purpose: performance is possible, but changed circumstances have made the contract useless to one or both of the parties.Sovereign Acts Doctrine: the government cannot be held liable for breach of contract due to legislative or executive acts.
21 Provisions Limiting Remedies Houseboat exampleProvisions Limiting RemediesExculpatory Clause. A contract may provide that no damages (or only a limited amount of damages) can be recovered in the event the contract is breached.Enforceability of Clauses. Whether such provisions are enforced depends on the type of breach that is excused by the provision. For example:Fraud. Clauses excluding liability for fraudulent or intentional injury or for illegal acts cannot be enforced.Negligence. Clauses excluding liability for negligence may be enforced if both parties hold roughly equal bargaining power.
22 Contrary to Public Policy and Quasi Contract Restraint of tradeCovenant not to competeUnconscionableAdhesion ContractExculpatory Clauses (exclude liability for fraud, intentional injury, or illegal acts)Quasi Contract - Implied In LawQuasi ContractUnjust enrichmentRestraint of trade usually also a violation of antitrust laws
23 Current Events Report – ATT/Tmobile Antitrust – week 4 Ankur Nick