Business Law Chapter 9.docx

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Management and Organizational Studies
Management and Organizational Studies 2275A/B
Cristin Keller

Business Law Chapter 9 Performance • Contractual obligations are discharged when each party satisfactorily performs its part of the bargain • Substantial Performance • All or most contractual obligations are fulfilled • Contract discharged • Some contracts must be performed exactly • Therefore companies should put disclaimer on contract – to have all duties fulfilled • Tender of Performance • When one party is ready, willing, and able and attempts to perform but performance is refused by other party • may be vicarious • person who attempted performance may sue other for damages • Payment must be in legal tender • Delivery at reasonable time and place (or time specified) • Independent Obligations Breach • A contract is breached when there is: – improper or incomplete performance – refusal to perform – repudiation (anticipatory breach) – tell the other party that you’re not going to perform ahead of time Conditions and Warranties • Conditions - terms essential to substantial performance – where breached, victim relieved of obligations (could be voidable) • Warranties - minor terms of contract – where breached, performance is still required and then you can sue for damages after performance completed Exemption Clauses • Attempt to limit liability • Strictly interpreted by the courts – if they are so one-sided and unreasonable, the court can carve them out of contract (usually happens where one person has no bargaining power) • “limited warranties” Fundamental Breach • The failures to perform are so basic they leave one party without any benefit in the contract. – Courts will not give effect to some exemption clauses unless specific – Unconscionable, unfair, or unreasonable Repudiation • Repudiation (anticipatory breach) – One party indicates that they do not intend to follow through with their end of the deal – Can be expressed or implied from conduct – Victim may choose to • accept the repudiation and end the contract, or • insist on performance – Bound by choice Discharge by Agreement • Contracts can be modified or ended by agreement • Bilateral or unilateral discharge – all rules of contract formation apply • Accord and satisfaction - parties agree to end
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