Part I

Review

Breach of Contract

When a promisor is under an absolute duty to perform, and their duty is not subject to discharge, they are in breach. The non-breaching party must demonstrate that they were willing, ready, and able to perform in order to bring an action for breach.

Common Law

Minor Breach

A minor breach occurs at common law when a party receives a substantial benefit of their bargain. Damages are available for the defective portion of the performance, and the nonbreaching party still obligated to perform their duties under contract.

Common Law

Material (Major) Breach

A material breach occurs at common law when a party does not receive a substantial benefit of their bargain as a result of the breaching party's defective performance or failure to perform. The nonbreaching party does not owe any counter-performance, and is entitled to an immediate right to remedies.

Benefit of the Bargain

The analysis really hinges on this. Have you discussed this already? Yes, when you analyze Consideration. Reuse that analysis for considering breach.

Miscellaneous

Minor Breach and Anticipatory Repudiation

Generally treated as material breach.

Material Breach and Divisibility

Breach only applies to the portions unperformed.

Determining Materiality of Breach

1. Amount of Benefit Received
2. Adequacy of Damages
3. Extent of Part Performance
4. Hardship on Breaching Party
5. Negligent or Willful Behavior
6. Likelihood of Full Performance

Failure of Timely Performance

• Nature of contract or term
• Time is of the Essence clauses

Substantial Performance

At common law, if its found that there's substantial performance, then the breach is minor and vice versa.

Remember I told you during discharges that if you're going to raise either substantial performance or minor breach, then you must discuss both.

Part II

Review Multiple Choice and Essay questions from Winter Quarter final examination

Part III

Questions, then Cases.

Our cases this week

UCC Article 2 Part 6 (pp 835–841 in 6th Ed.)

R&R of Connecticut, Inc. v. Stiegler

Bartus v. Riccardi

@peoplescollolaw