1. Contract Defenses, Discharge, and Remedies

2. Raffles v. Wichelhaus One of the ships “Peerless” Two Ships Peerless.
Ethics: You see a desk for sale at a garage sale for $10 that you know is worth $15,000. Can you legally buy it for $10? Should you?
One of the ships
“Peerless”
Raffles v. Wichelhaus
Two 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?
Wichelhaus thought cotton would arrive in Oct
Raffles thought cotton would arrive in Dec

3. Examples of each

4. Discharge by Agreement
Parties may agree to discharge their contractual obligations in several ways:
By Rescission
And Restitution
The parties
mutually agree
to rescind
(cancel) the
contract. By
Novation
A new party is
substituted for
one of the
primary parties
to a contract.
By Accord and
Satisfaction
agree to render
performance
different from
that originally
agreed on.

5. Question 10-4, p. 346.
Ken owns and operates a famous candy store.
Purchases Sugar from Sweet. Ken contracts with Sweet to purchase 10,000 pounds of sugar to be delivered on or before November 15.
Sweet Breaches Contract. Because of problems at the refinery, the sugar is not tendered to Ken until December 10, at which time Ken refuses delivery because it’s too late.
Ken Unable to Fully Mitigate. Ken has been unable to purchase adequate sugar elsewhere to meet his Christmas orders and has had to turn down numerous regular customers, some of whom have indicated they will not do business with him in the future. He was able to buy some sugar for 10 cents more per pound than the contract with Sweet stated.
Ken sues for:
higher price of sugar (10 cents)
lost profits from this year’s Christmas sales
Lost profits from customers who indicated they will shop elsewhere in the future (future sales)
Punitive damages

6. Damages Compensate for loss of the bargain
By awarding money damages, the court tries to place the parties in the positions that they would have occupied had the contract been fully performed.

7. Consequential Damages
Types of Damages
There are five broad categories of damages:
Compensatory Damages
Consequential Damages
Punitive Damages
Nominal Damages
Liquidated Damages

8. 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?

9. Mitigation of Damages
When 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.

10. Punitive Damages
Punitive 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.

11. Nominal Damages
Nominal 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.

12. Case re: termination of catering job 5 days before picnic
$7,000 contract for catering
Cancelled 5 days before
Contract required full payment if cancelled
Plaintiff asserts it's an unlawful penalty clause
Liquidated Damages
Damages 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.

13. Specific Performance
Performance 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 as
those involving contracts for the sale of unique goods or land, or
when monetary damages would be an inadequate remedy.
Not for Personal Services. 1 2 3 4

14. job for “remainder of his life”
New company offered 8% commission
Current company said it would offer 10% commission to get employee to stay – plus employment for life (except disability or dishonesty)
Relationship soured and employee fired.
Sued for permanent – job
Was there consideration?
Does Statute of Frauds apply?

15. Parol Evidence Rule
Court Rule: Prohibits introduction of communications that contradict the written agreement.
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.

16. Should Social Promises be Enforced under the Doctrine of Promissory Estoppel?
Recently, a college freshmen whose boyfriend broke their prom date sued the boyfriend for the cost of her unused prom dress. A Minnesota state court dismissed the case, suggesting that “[w]hether the defendant has a social or moral duty to help the plaintiff with her prom costs is a question for the likes of Emily Post or Miss Manners, not for courts of this state.”
Contract law reflects society’s decisions on what promises will be enforced and what promises will not.
Injustice: a promise that has been reasonably relied on will give rise to relief only if the failure to do so would cause injustice.

17. Provisions Limiting Remedies
Houseboat example
Provisions Limiting Remedies
Exculpatory 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.

18. Extra slides

19. Reimbursement
Collision 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.

20. How much should Sweet have to pay Ken?

21. – Sugar Delivery – Group 9 v Group 10 Debate