Contract Performance and Breach Flashcards
(26 cards)
Conditions
Future uncertain events that qualify a party’s performance obligations under a contract.
Condition Precedent
An event that must occur before a contractual duty arises.
Condition Subsequent
An event that, if it occurs, will discharge an existing duty to perform under a contract.
Concurrent Conditions
Two mutual conditions precedent, in which each party’s performance under a contract is conditioned upon the other party’s performance.
Express Condition
The type of condition that is included within the contract and must be strictly performed.
Constructive Condition
The type of condition that is not created by the contracting parties but rather is implied in law and imposed by the court to fix the order of performance and achieve a just result.
Election Waiver
The type of condition waiver that involves the relinquishment of a known right by a contracting party.
Estoppel Waiver
The type of condition waiver that occurs when one contracting party manifests a willingness to perform even though the condition has not yet occurred.
Breach of contract
What occurs when a contracting party fails to perform as set forth by the contract.
Anticipatory Repudiation
What occurs when a contracting party unequivocally communicates that the party does not intend to perform under the contract, made before such performance is even due.
Partial Breach
A breach of contract that is immaterial.
Adequate Assurances
The right to temporarily suspend performance and request affirmation from the other party to a contract when one party has reasonable grounds to believe the other party may not perform, but the other party has not anticipatorily repudiated the contract.
Perfect Tender
The UCC Rule under which, if good or delivery do not conform to a noninstallment contract, then the buyer, upon giving notice to the seller, may (1) reject all goods, (2) accept all goods and due for deficiency.
Equitable Conversion
The majority common law that, if risk of loss is not specified in the contract, the risk is placed on the buyer.
F.O.B
An abbreviation used in a UCC shipment contract to specify the time and place when and where the risk of loss shifts from the seller.
Good faith (common law)
Faithful execution of contractual parties’ common purpose and acting consistent with justified expectations demonstrated by efforts to abide by community standards of decency, fairness, and reasonableness.
Good faith (UCC)
Honesty in fact and the observance of reasonable commercial standards of fair dealing in trade.
Risk of Loss
Term referring to which party will bear cost of paying for damages that arise during the execution of a contract.
Impossibility
A rationale for discharge of contractual duties where the subject of the contract is unexpectedly destroyed of or unexpected circumstances arise that otherwise objectively preclude performance of the contract.
Objective Impossibilty
The type of impossibility that discharges contractual duties where performance has become physically impossible (as opposed to having been rendered more difficult or expensive).
Temporary Impossibility
The type of impossibility due to an unexpected event that does not discharge a party’s obligation to perform but allows the party to suspend or delay performance until such time as performance is possible.
Frustration of Purpose
A rationale for discharge of contra tual duties where the primary objective of the contract has been eliminated through no fault of the parties.
Accord
An executory agreement, created by parties to a contract to settle a dispute, in which a contractual obligation is forgiven in exchange for a new obligation that the parties agree will fully satisfy the prior obligation.
Novation
A new contract that replaces a prior contract by discharging a duty under the prior contract, creating a new contractual obligation, or adding a new party.
