Business Law_Chapter 17_Performance, Breach, And Discharge

1. Performance by the parties

2. Material breach by one or both of the parties,

3. Agreement of the parties

4. Operation of law

An event whose occurrence or nonoccurence affects a duty or performance

Contingency explicitly put forth in writing

1. Satisfaction

2. Subjective satisfaction

3. Objective satisfaction

Express condition making performance contingent upon one party's approval of the other's performance.

Approval based upon a party's "honestly held" opinion

Approval based upon whether a reasonable person would be satisfied.

Contingency understood by the parties to be part of the agreement, though not expressed (implied duty that the homeowner needs to tell the painters what color to paint the house) Also called constructive condition

Contingency not contained in the language of the contract imposed by law (delivery and tender must be made at the same time).

Conditions that are to take place at the same time

An event that must or must not occur before the performance is due.

An event that terminates a duty of performance (pay me $5 until it rains)

Termination of a contractual duty

Fulfillment of a contractual obligation resulting from a discharge

A wrongful failure to perform the terms of a contract that gives rise to a right to damages by the injured party.

Nonperformance that significantly impairs the injured party's rights under the contract, and discharges the injured party from any further duty under the contract.

One party's substantial interference with or prevention of performance by the other; constitutes a material breach and discharges the other party to the contract.

Standard under the UCC that a seller's performance under a sales contract must strictly comply with contractual duties and that any deviation discharges the injured party.

Performance that is incomplete but that does not defeat the purpose of the contract does not discharge the injured party but entitles him to damages (unlike UCC)

An inability or refusal to perform, before performance is due, that is treat as a breach, allowing the non repudiating party to bring suit immediately ("time is of the essence" and the manage cannot bring the suits in time) Repudiation can be retracted, but only before the other party retracts)

A material and fraudulent alteration of a written contract by a party discharges the entire contract.

An agreement between the parties to terminate their respective duties under the contract. Only works if both parties still have performance.

A new contract accepted by both parties in satisfaction of the parties' duties under the original contract.

Substituted duty under a contract (accord) and the discharge of the prior contractual obligation by performance of the new duty (satisfaction)

A substituted contract involving a new third-party promisor or promisee.

1. Subjective impossibility

2. Objective impossibility

3. Destruction of subject matter

4. Subsequent illegality

5. Frustration of purpose

6. Commercial impracticality

The promisor but not all promisors cannot perform the duty

No one can perform the duty

Will discharge contract if it occurs without the promisor's fault

If performance becomes becomes illegal or impractical as a result of a change in the law, the duty of performance is discharged

Principal purpose of a contract cannot be fulfilled because of a subsequent event (Rich people London parade)

Where performance can be accomplished only under unforeseen and unjust hardship, the contract is discharged under the code and the Restatement

Discharge available to a debtor who obtains an order of discharge by the bankruptcy court

After the statute of limitations has run, the debt is not discharged, but the creditor cannot maintain an action against the debtor