Damages Flashcards
When is specific performance permitted?
Where the legal remedy is inadequate
* Land sales and rare/unique goods
What is the defense of “laches?”
An equitable defense that P has delayed bringing the action and that the delay has prejudiced D
What is the defense of “unclean hands?”
An equitble defense that the party seeking specific performance is guilty of wrongdoing in the transaction being sued upon
What are a buyer’s nonmonetary remedies under Article 2?
(1) Cancellation–if buyer rightfully rejects goods that don’t conform, may cancel
(2) Replevy
* If buyer has made at least part payment of purchase price of goods identified under K and seller has not delivered, buyer may replevy goods from seller if: (1) seller becomes insolvent within 10 days after receiving buyer’s first payment, OR (2) goods were purchased for personal, family, or household purpose
* Buyer may replevy underlivered, identified goods from seller if buyer, after reasonable effort is unable to cover
(3) Specific performance “where the goods are unique” even where goods have not been identified to K
When may a seller withhold goods?
When buyer fails to make payment due on or before delivery or, where sold on credit, seller discovers buyers is insolvent
* If purchase is made in cash, seller must still deliver
When may a seller recover goods?
If seller learns that a buyer has received delivery of goods on credit while insolvent, may reclaim goods upon demand made within 10 days after buyer’s receipt of goods
* Does not apply if a misrepresentation of solvency has been made in writing to the seller within 3 months before delivery
When may a party demand assurances?
Where there are reasonable grounds for insecurity with erspect to a party’s performances (i.e., actions that increase the risk of nonperformance but don’t clearly indicate that performance will not be forthcoming)
* Must be made in writing and if proper assurances are not given within 30 days after a justified demand for assurances, they may treat K as repudiated
What is a buyer’s damages in sale of goods K where seller does not deliver or buyer rejects/revokes?
Difference between contract price and EITHER:
1. Market price OR
2. cost of buying replacement goods (cover)
Plus incidental and consequential damages, if any, less expenses saved as a result of the seller’s breach
If a buyer chooses to cover, what are the requirements?
Must make a reasonable contract for substitute goods in good faith and without unreasonable delay
If. a buyer measures damages by the difference between contract price and market price, what is the measure of market price?
Determined as of the time the buyer learns of the breach and at the place of tender
If a seller delivers nonconforming goods that the buyer accepts, what are his measure of damages?
Difference between the value of the goods as delivered and the value they would have had if they had been according to K, plus incidental and consequential damages
* Buyer must within a reasonable time after they discover or hsould have discovered defect notify seller and, if they do not, lose right to sue
What is the measure of damages when a seller anticipatorily breaches a contract?
Difference between market price at the time buyer learned of breach and K price
When are consequential damages available for a buyer?
If the seller:
1. Had reason to know of the buyer’s general or particular requirements AND
2. The subsequent loss resulting from those needs could not reasonably be prevented by cover
What are a seller’s damages where the buyer repudiates or refuses to accept conforming goods?
(1) Resell goods and recover difference between K price and resale price
(2) Recover different between market price (measured as of the time and at place of delivery) and K price OR
(3) Recover under a lost profits measure (where seller could have made an additional sale)
* Determine if the seller is a lost volume seller
What is the SOL for sale of goods K and when does action accrue?
Four years (parties can shorten but to no less than one year) and accrues when breach occurs
