Ch 17 Performance Breach And Discharge (got 96%)

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Louisiana State University
Business Law
BLAW 3201

Ch 17 Performance Breach and DischargeConditionsDefinition of a Condition an event whose happening or nonhappening affects a duty of performanceExpress Condition contingency explicitly set forth in languageUses words such as provided that if while etcSatisfaction express condition making performance contingent upon one partys approval of the others performanceEx Assume that Taylor Melissa contracts to make a suit of clothes to Brents satisfaction and that Brent promises to pay Melissa 350 for the suit if he is satisfied with it when completedShe completes the suit with materials ordered by BrentThough the suit fits Brent beautifully he tells Melissa he is not satisfied with it and refuses to accept or pay for itIf Brents dissatisfaction is honest and in good faith even if it is unreasonable Melissa is not entitled to recover 350 or any amount from Brent by reason of the nonhappening of the express conditionSubjective Satisfaction approval based upon a partys honestly held opinionIf the promisor in good faith is dissatisfied the condition has not occurredObjective Satisfaction approval based upon whether a reasonable person would be satisfiedUsed if the contract does not clearly indicate that satisfaction is subjective or if the performance contracted for relates to mechanical fitness or utilityImpliedinFact Conditions contingency understood by the parties to be part of the agreement though not expressedEx If Fred for 750 contracts to paint Peggys house any color Peggy desires it is necessary implied in fact that Peggy will inform Fred of the desired color before Fred begins to paintThe notification of the color is an implied in fact condition an event that must occur before Fred is subject to the duty of painting the houseImpliedinLaw Conditions contingency not contained in the language of the contract but imposed by law and must be substantially performed also called constructive conditionEx Melinda contracts to sell a certain tract of land to Kelly for 18000 but the contract is silent as to the time of delivery of the deed and payment of the priceThe law will imply that the respective performances are not independent of one another consequently the courts will treat the promises as mutually dependent and will therefore hold that a delivery or tender of the deed by Melinda to Kelly is a condition to Kellys duty to pay the priceConversely Melindas duty to deliver the deed to Kelly is conditioned upon the payment or tender of 18000 by Kelly to MelindaIf the contract specifies that Kelly has 30 days then their respective duties of performance are independent of each other
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