Quiz 11 Flashcards
R2 231 Criterion for Determining When Performances Are to Be Exchanged Under an Exchange of Promises
Performances are to be exchanged under an exchange of promises if each promise is at least part of the consideration for the other and the performance of each promise is to be exchanged at least in part for the performance of the other.
R2 232 When It Is Presumed That Performances Are to Be Exchanged Under an Exchange of Promises
Where the consideration given by each party to a contract consists in whole or in part of promises, all the performances to be rendered by each party taken collectively are treated as performances to be exchanged under an exchange of promises, unless a contrary intention is clearly manifested.
R2 234 Order of Performances
(1)Where all or part of the performances to be exchanged under an exchange of promises can be rendered simultaneously, they are to that extent due simultaneously, unless the language or the circumstances indicate the contrary.
(2)Except to the extent stated in Subsection (1), where the performance of only one party under such an exchange requires a period of time, his performance is due at an earlier time than that of the other party, unless the language or the circumstances indicate the contrary.
R2 235 Effect of Performance as Discharge and of Non-Performance as Breach
(1)Full performance of a duty under a contract discharges the duty.
(2)When performance of a duty under a contract is due any non-performance is a breach
R2 236 Claims for Damages for Total and for Partial Breach
(1)A claim for damages for total breach is one for damages based on all of the injured party’s remaining rights to performance.
(2)A claim for damages for partial breach is one for damages based on only part of the injured party’s remaining rights to performance.
R2 237 Effect on Other Party’s Duties of a Failure to Render Performance
Except as stated in § 240, it is a condition of each party’s remaining duties to render performances to be exchanged under an exchange of promises that there be no uncured material failure by the other party to render any such performance due at an earlier time.
R2 241 Circumstances Significant in Determining Whether a Failure Is Material
In determining whether a failure to render or to offer performance is material, the following circumstances are significant:
(a)the extent to which the injured party will be deprived of the benefit which he reasonably expected;
(b)the extent to which the injured party can be adequately compensated for the part of that benefit of which he will be deprived;
(c)the extent to which the party failing to perform or to offer to perform will suffer forfeiture;
(d)the likelihood that the party failing to perform or to offer to perform will cure his failure, taking account of all the circumstances including any reasonable assurances;
(e)the extent to which the behavior of the party failing to perform or to offer to perform comports with standards of good faith and fair dealing.
R2 242 Circumstances Significant in Determining When Remaining Duties Are Discharged
In determining the time after which a party’s uncured material failure to render or to offer performance discharges the other party’s remaining duties to render performance under the rules stated in §§ 237 and 238, the following circumstances are significant:
(a)those stated in § 241;
(b)the extent to which it reasonably appears to the injured party that delay may prevent or hinder him in making reasonable substitute arrangements;
(c)the extent to which the agreement provides for performance without delay, but a material failure to perform or to offer to perform on a stated day does not of itself discharge the other party’s remaining duties unless the circumstances, including the language of the agreement, indicate that performance or an offer to perform by that day is important.
R2 250 When a Statement or an Act Is a Repudiation
A repudiation is(a)a statement by the obligor to the obligee indicating that the obligor will commit a breach that would of itself give the obligee a claim for damages for total breach under § 243, or(b)a voluntary affirmative act which renders the obligor unable or apparently unable to perform without such a breach.
R2 251 When a Failure to Give Assurance May Be Treated as a Repudiation
(1)Where reasonable grounds arise to believe that the obligor will commit a breach by non-performance that would of itself give the obligee a claim for damages for total breach under § 243, the obligee may demand adequate assurance of due performance and may, if reasonable, suspend any performance for which he has not already received the agreed exchange until he receives such assurance.
(2)The obligee may treat as a repudiation the obligor’s failure to provide within a reasonable time such assurance of due performance as is adequate in the circumstances of the particular case.
R2 253 Effect of a Repudiation as a Breach & on Other Party’s Duties
(1)Where an obligor repudiates a duty before he has committed a breach by non-performance and before he has received all of the agreed exchange for it, his repudiation alone gives rise to a claim for damages for total breach.
(2)Where performances are to be exchanged under an exchange of promises, one party’s repudiation of a duty to render performance discharges the other party’s remaining duties to render performance.
R2 255 Effect of a Repudiation as Excusing the Non-Occurrence of a Condition
Where a party’s repudiation contributes materially to the non-occurrence of a condition of one of his duties, the non-occurrence is excused.
R2 240 Part Performances as Agreed Equivalents.
If the performances to be exchanged under an exchange of promises can be apportioned into corresponding pairs of part performances so that the parts of each pair are properly regarded as agreed equivalents, a party’s performance of his part of such a pair has the same effect on the other’s duties to render performance of the agreed equivalent as it would have if only that pair of performances had been promised.
R2 246 Effect of Acceptance as Excusing the Non-Occurrence of a Condition.
(1)Except as stated in Subsection (2), an obligor’s acceptance or his retention for an unreasonable time of the obligee’s performance, with knowledge of or reason to know of the non-occurrence of a condition of the obligor’s duty, operates as a promise to perform in spite of that non-occurrence, under the rules stated in §84.
UCC 2–601.Buyer’s Rights on Improper Delivery.
Subject to the provisions of this Article on breach in installment contracts (Section 2–612) and unless otherwise agreed under the sections on contractual limitations of remedy (Sections 2–718 and 2–719), if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may
(a)reject the whole; or
(b)accept the whole; or
(c)accept any commercial unit or units and reject the rest.
