1. I. Conditions A. Definition B. Types of conditions 1. condition precedent: 2. example: 3. condition subsequent: 4. example: 5. conditions concurrent: 6. example:

2. Conditions C. Creation of conditions 1. express: 2. implied or constructive: D. Conditions may be excused by

3. II. Standards of Performance A. Dispute as to whether parties have fulfilled their duties of performance under the contract B. Complete performance C. Substantial performance D. Material breach

4. II. Standards of Performance (cont.) E. Special Performance Problems F. Time for Performance 1. failure to perform on time is a breach of contract 2. within reasonable time 3. time is of the essence

5. III. Excuses for Nonperformance A. Definition B. Prevention C. Impossibility 1. occurrence of unanticipated, extraordinary event that arises after formation of contract 2. illness or death of promisor terminates personal service

6. III. Excuses for Nonperformance C. Impossibility 3. intervening illegality 4. subsequent destruction of subject matter: 5. commercial impracticability: TEST

7. IV. Discharge A. Nature B. Discharge by agreement C. Discharge by waiver

8. V. Remedies A. Analysis B. Theory of remedies C. Damages D. Compensatory damages 1. actual losses 2. designed to place party in position as if contract had been performed 3. partial performance: 4. deducts amount of any cost plaintiff was able to avoid

9. V. Remedies E. Consequential damages 1. losses not ordinarily present 2. TEST F. Reliance damages

10. V. Remedies (cont.) G. Liquidated damages 1. where parties to a contract provide in advance that a specific sum shall be recoverable if contract is breached 2. TEST:

11. V. Remedies (cont.) H. Punitive damages 1. generally not awarded in commercial contract cases 2. recoverable only if breach is willful, malicious 3. bad faith: I. Duty to mitigate

12. VI. Equitable Remedies A. General rule B. Specific Performance C. Injunctions