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I.
What is a Contract?
a.
Contracts are promises.
b.
Restatement § 1 says “A contract is a promise the law will enforce.”
c.
Some contracts are written, and others are oral.
d.
Contract disputes are frequently caused by failures in communication.
II.
Breach of Contract
a.
To prove a breach of contract, a plaintiff must prove three things:
i.
Contract formation
ii.
Breach
iii.
Damages
b.
Anticipatory repudiation (UCC § 2-610)
i.
When either party breaches before the date they were supposed to
perform, the aggrieved party has several options.
1.
They can wait a “commercial reasonable” amount of time for the repudiating
party to change their minds and perform (Oloffson v. Coomer)
a.
Pursuant to UCC § 2-610(a), one may await performance by the
repudiating party for a “commercially reasonable time”. Then one has a duty
to “resort to any remedy for breach”, pursuant to UCC § 2-610(b).
2.
They can use a remedy for breach (at § 2-703 for aggrieved sellers, and at §
2-711 for aggrieved buyers)
ii.
The doctrine of anticipatory breach by repudiation is meant to help
the injured party and thus does not apply when it helps the breaching party
(Reliance Cooperage v. Treat)
c.
Breach of an employment contract
i.
What damages should be mitigated by the plaintiff? The plaintiff
must accept employment that is substantially similar to the employment
offered by the breaching defendant. The plaintiff need not seek or accept
employment that is not substantially similar or comparable. The plaintiff
is also not required to mitigate damages by doing the same work at lower
pay. (Billetter v. Posell)
ii.
Can a defendant’s offer of alternate employment mitigate the damages
from the breach of the original employment contract? The damages to a
wrongfully dismissed employee should be the salary for the period of the
contract minus the amount the employer affirmatively proves the employee did
earn or could have earned from another similar job. (Parker v. Twentieth
Century-Fox)
III.
Remedies for Breach of Contract
a.
The Goals of Contract Damages
i.
There are no punitive damages for contract breach except in very
extreme cases.
ii.
A court may award expectation damages, reliance damages, restitution
damages, or nominal damages.
iii.
Hawkins v. McGee
– “Hairy Hand” – expectation damages are awarded, meaning the difference in
value between the hand promised and the hand actually received. The pain of
the operation doesn’t matter.
b.
Nominal damages
i.
The injured party does not need to show actual injury to prevail in
court.
ii.
If they don’t show any actual injury, they will collect nominal
damages, which are usually $1 or $0.06.
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