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Lecture

LAW 122 Lecture Notes - Condition Subsequent, Novation, Breach (Security Exploit)


Department
Law and Business
Course Code
LAW 122
Professor
Nick Iannazzo

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CHAPTER 11 DISCHARGES AND BREACH
A contract is Discharged: when the parties are relieved of the need to do anything more.
DISCHARGE BY PERFORMANCE
Performance: when the parties fulfill all of the obligations contained in the contract
General rule, that parties must perform exactly as the contract requires. Any
deviation from the terms of the contract, however small, is considered a breach,
rather than performance and will entitle the innocent party to a remedy
TIME AND PERFORMANCE
Although the parties generally have to perform exactly as the contract requires
courts usually hold that Time is not of the essence
If a contract states that performance must occur by a particular date, a party may
be entitled to perform late
it can be held liable if the other party suffers results of the delay
Some situations time is of the essence, and late performance can be refused, and if
that happens the contract will not be discharged by performance.
TENDER OF PAYMENT
Debtor has the primary obligation of locating the creditor and tendering
( offering) payment even if the creditor has not asked for it
If the case eventually goes to trial a judge can punish a creditor who improperly
rejected a reasonable tender by holding the party liable for the debtors cost of
litigation
Second the creditor can insist on receiving legal tender: is a payment of notes and
coins to a certain amount.
Third, debtor does not have to actually tender payment if it would obviously be
refused
TENDER AND PERFORMANCE
Damages: is the amount of money that the court may order the defendant to pay
the plaintiff
Substantial Performance
Party may be discharged form further obligations if it provides:
substantial performance: generally satisfied the contract but is defective or
incomplete in some minor way
court will determine number of factors
onature of the defect
odifference between the contract price and the cost of curing the defect
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Parties may create a ENTIRE CONTRACT says that no part of the price is
payable unless all the work is done
DISCHARGE BY AGREEMENT
OPTION TO TERMINATE
Option to terminate: is a contractual provision that allows one or both parties to
discharge a contract without agreement of the other
Usually found in employment contracts
CONDITION SUBSEQUENT AND CONDITION PRECEDENT
Condition subsequent: is a contractual term that states that the agreement will be
terminated if a certain event occurs
Does not have to exercised by either party to be effective
discharged if a relevant situation occurs
True condition precedent
is a contractual term that states that an agreement will come into existence only if
and when a certain event occurs
RESCISSION
Executory: a contract is executory if a party has not fully performed its obligation
Executed: if a contract has fully performed its obligations
Rescission: occurs when the parties agree to bring a contract to an end.
ACCORD AND SATISFACTION
Occurs when a party gives up its right to demand contractual performance in
return for some new benefit
Requires fresh consideration
Hard to recognize if parties has given nothing new
General rule a promise to pay a smaller sum cannot discharge an obligation to pay
a larger amount
RELEASE
Release: is an agreement under seal to discharge a contract
VARIATION
Variation involves an agreement to vary the terms of an existing contract
Requires fresh consideration on both sides of the agreement
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