H Chapter 14 Flashcards
(33 cards)
Assignment
Transfer of K rights
Assignor
one who assigns rights
Assignee
one to whom rights are assigned
Delegation
Transfer of K duties
Delegator
one who delegates duties
Delegatee
one to whom duties are delegated
When can’t you do a assignment and/or delegation
The contract is personal in nature ( special skill or trust etc)
Prohibited by contract or law
Greatly increases risk to a party ( especially can happen in delegation)
Assignment of All Rights
usually means an assignment of rights and a delegation of duties assignor remains liable if assignee fails to perform
3rd Party Beneficiaries
A third party not a party to the original K who stands to benefit from that original K
Types of 3rd Party Beneficiaries
Creditor….stands to benefit due to a debt owed
Donee…….stands to benefit due to an intended gift ( most common = life insurance)
Incidental….no intent and therefore have no rights
What do rights vest?
3rd party demonstrates express consent
3rd party materially alters position
Vesting conditions are satisfied ( in life insurance when insured dies)
Discharge
termination of obligation
Performance
fulfillment of K duties
Condition
An event whose occurrence creates rights and duties
Types
Condition Precedent
Something that must occur before to trigger K rights/duties
Ex: Before you rent apt you must pay 3 month rent including security
Condition Concurrent
Something that must happen at same time as something
else
Ex: You must pay at the same time as delivery or no delivery ( COD)
Condition Subsequent
Something that will terminate or extinguish K rights/duties
Ex: tenant is evicted because landlord found pet and no pets allowed
Complete Performance
Total 100% performance as expected
Substantial Performance
Enough performed to satisfy K purpose ( seen in construction because so hard /$ to correct any deviation) ( not seen in UCC sales Ks as much because easier to fix issues)
Once a court rules substantial performance then the defendant only liable for difference between agreed performance and obtained performance
Ex: A wants a 20K pool gets an 18 K pool and court rules substantial performance even though repair to make pool a 20K as originally agreed would cost 5K. Plaintiff only gets 2K.
Personal Satisfaction Conditions
need only be subjective and objective view does not matter Ex. A agrees to pay B $ 500 if A’s mom likes a painting of mom. If mom does not like the painting A does not have to pay even if painting was great as per experts.
Material Breach
major breach that allows all to leave because it violates basic K purpose
Anticipatory Breach/Repudiation
Executory K where one party tells other that he will not finish performance so other party can:
Sue when due
Sue now
Encourage performance….let’s work it out
Rescission
Discharge by mutual agreement..parties back to where started
Novation
Same K but change one of parties
