Sales and Leases - A Problem-based Approach, 2016a

More documents

Recommendations

Info

Chapter 15. Common Law Remedy Principles and Seller’s Remedies under the UCC 15.1. Common Law Remedy Principles 15.1.1. Basic Common Law Remedy Concepts. To the extent not displaced by the UCC, common law principles governing remedies continue to apply to both buyers and sellers. Let us review some of those principles. At common law, you must first establish that one of the parties has breached the agreement. If a breach exists, the non-breaching party is entitled to be compensated for the losses suffered by the non-breaching party as a result of the breach. See § 1- 305. However, the following common law principles may limit the non-breaching party’s ability to recover damages: causation, foreseeability, certainty, and mitigation. 15.1.1.1. The non-breaching party must establish that the breach caused the damage (i.e., causation). 15.1.1.2. The damages must have been reasonably foreseeable at the time of contracting. This limitation often makes it difficult to obtain consequential damages. As stated in Restatement (Second) of Contracts § 351, damages “are not recoverable for loss that the party in breach did not have reason to foresee as a probable result of the breach when the contract was made.” 15.1.1.2.1. Section 2-715(2) adopts the principle of foreseeability by limiting buyer’s consequential damages to “any loss resulting from general or particular requirements and needs of which the seller at the time of contracting had reason to know....” Problem 15-1. Missoula Music Shop agreed to sell a violin to Brenda, which Brenda intended to use in an upcoming audition for a scholarship to be awarded by the University of Montana. The Music Shop had to special order the violin, and promised to deliver it on February 1. The audition was scheduled for February 10. On January 31, the Music Shop informed Brenda that it would not be able to deliver the violin until February 15, after the audition. Brenda used her old violin at the audition, and did not receive the scholarship. Brenda sues Missoula Music Shop for the $10,000 scholarship she would have been awarded if she had won the competition. Is the Music Shop liable for these damages? Problem 15-2. On February 1, Farmer Bob ordered a new tractor from the local implement dealer, which he intended to use to plant his spring wheat crop in May. The implement dealer promised to deliver the tractor by May 1. However, the implement dealer did not deliver the tractor until May 15. As a result of the delay, Farmer Bob was unable to plant 500 of his 2000 acres. He seeks damages from the implement dealer for his lost profits on the 500 acres. Will 209
Bob be able to establish that the damages were foreseeable? 15.1.1.3. The non-breaching party must be able to prove the amount of the damages with reasonable certainty. 15.1.1.3.1. Damages need not be calculated with mathematical accuracy. See Comment 1 to § 1-305, which “rejects any doctrine that damages must be calculable with mathematical accuracy.” You can estimate or approximate damages, as long as there is some certainty involved. Problem 15-3. Let’s go back to Farmer Bob. What sort of evidence would you submit to establish Bob’s lost profits on the 500 acres? 15.1.1.4. The breaching party may raise the affirmative defense of mitigation, pursuant to which the non-breaching party has an obligation to reasonably mitigate his/her damages. 15.1.1.4.1. The only explicit reference to mitigation in Article 2 appears in § 2- 715(2), which adopts the principle of mitigation by limiting buyer’s consequential damages to those “which could not reasonably be prevented by cover or otherwise.” Nevertheless, the common law principle must always be applied. Problem 15-4. Let’s go back to Farmer Bob. If you represented the implement dealer, what arguments would you make regarding mitigation? 15.1.1.5. Under the principle of freedom of contract, the parties, by agreement, may to some extent expand or limit otherwise available remedies or the measure of damages. However, because many of the principles are so strong, we will say that such provisions are not always enforceable. Problem 15-5. What if the purchase agreement between the implement dealer and Farmer Bob contained a clause specifically stating that seller was not responsible for any consequential damages resulting from a breach, including lost profits? See § 2-719. 15.1.2. Purpose of Remedies. The primary purpose of a contract remedy is to put the nonbreaching party in as good a position as that party would have been in had the contract been performed. This is often referred to as the non-breaching party’s expectation interest, or the rule of the expectancy. See Restatement (Second) of Contracts § 347. We will see that even though the Code contains a lot of formulas for calculating damages, these are just ways of computing the expectancy. 15.1.2.1. Section 1-305 incorporates the concept of fulfilling a party’s expectation interest by stating that the “remedies provided by [the UCC] must be liberally administered to the 210
Page 2 and 3:
SALES AND LEASES: A Problem-based A
Page 4 and 5:
About CALI eLangdell Press The Cent
Page 6 and 7:
Table of Contents About the Authors
Page 8 and 9:
5.1. Statute of Frauds - the Genera
Page 10 and 11:
8.3.4. Remote Sellers under UCC §
Page 12 and 13:
12.3. Qualifications to the Perfect
Page 14 and 15:
16.4. Buyer’s Remedy of “Cover.
Page 16 and 17:
Chapter 1. Introduction to the Unif
Page 18 and 19:
asserted in the Code itself (see [
Page 20 and 21:
(4) The requirement in § 2-511 tha
Page 22 and 23:
unfair that a court refuses enforce
Page 24 and 25:
(1) What factors should the consume
Page 26 and 27:
Problem 1-8. Number from 1 through
Page 28 and 29:
Was the court correct to distinguis
Page 30 and 31:
Chapter 2. Introduction to UCC Arti
Page 32 and 33:
the sale of goods, such as the stat
Page 34 and 35:
714 (Mich. App. 1981) (court held t
Page 36 and 37:
Advent filed a complaint in the dis
Page 38 and 39:
That a computer program may be copy
Page 40 and 41:
and available in the marketplace.
Page 42 and 43:
having knowledge or skill peculiar
Page 44 and 45:
2.4.5.2. Section 2-207(2) regarding
Page 46 and 47:
Chapter 3. Formation of a Contract
Page 48 and 49:
3.2.4.2. Quantity. Section § 2-204
Page 50 and 51:
common law). The provision probably
Page 52 and 53:
3.3.5.3. Section 2-206(1)(b) provid
Page 54 and 55:
Commercial Code. Whether there are
Page 56 and 57:
Case Notes: 1. Although UCC § 2-20
Page 58 and 59:
a website and a little box pops up
Page 60 and 61:
4.2.1. Section 2-207(1) requires a
Page 62 and 63:
4.3. Second Step: Look for Language
Page 64 and 65:
(2) the additional term materially
Page 66 and 67:
522 U.S. 808 (1997) (arbitration pr
Page 68 and 69:
eached orally . . . and is followed
Page 70 and 71:
Terms. Accord Brown Machine, 770 S.
Page 72 and 73:
Section 2-207(2) is silent on the t
Page 74 and 75:
the approach. On the contrary, at l
Page 76 and 77:
offered terms. And if there is nego
Page 78 and 79:
Problem 5-1. Would the following co
Page 80 and 81:
noted a 10 per cent discount on the
Page 82 and 83:
All that is required is that the wr
Page 84 and 85:
We do not mean to [imply] that term
Page 86 and 87:
Problem 5-3. On July 10, 2014, Jack
Page 88 and 89:
A more difficult question is whethe
Page 90 and 91:
Chapter 6. Warranties Implied by La
Page 92 and 93:
6.3.1 If a buyer provides specifica
Page 94 and 95:
particular model of toaster would b
Page 96 and 97:
etween the chowder and crackers whi
Page 98 and 99:
unwholesomeness of the food itself,
Page 100 and 101:
extent beyond that which would be c
Page 102 and 103:
One of the purchasers asks for Joan
Page 104 and 105:
Chapter 7. Express Warranties and W
Page 106 and 107:
5. A picture of a watch with a face
Page 108 and 109:
sorghum seed, but it didn’t grow.
Page 110 and 111:
gets home. When the DVR breaks ten
Page 112 and 113:
7.3.1.5.1. In any event, Home Appli
Page 114 and 115:
merchantability is extended to thos
Page 116 and 117:
court's reason for abolishing the p
Page 118 and 119:
(e) in sales of any seed for planti
Page 120 and 121:
the surrounding text of the same si
Page 122 and 123:
does not claim title in himself (su
Page 124 and 125:
(b) the purchase by a celebrity of
Page 126 and 127:
Problem 8-9. Read § 108. What, if
Page 128 and 129:
8.3.3. Alternatives. After receivin
Page 130 and 131:
8.3.3.1. Under Alternative A, famil
Page 132 and 133:
Problem 8-14. Jump High Inc. manufa
Page 134 and 135:
of a consistent additional term to
Page 136 and 137:
BUTZNER, Circuit Judge …. Columbi
Page 138 and 139:
whether the buyer has in fact defau
Page 140 and 141:
Problem 9-3. Betty owns a building
Page 142 and 143:
Id. at 644. defendant for the lira,
Page 144 and 145:
clauses such as this one are strong
Page 146 and 147:
(1) Can the parties agree on a deli
Page 148 and 149:
(2) Does your answer to the precedi
Page 150 and 151:
Chapter 10. Delivery Terms and Titl
Page 152 and 153:
10.1.2.3.2. So where do we go for g
Page 154 and 155:
10.1.4. Common Carrier Contracts. W
Page 156 and 157:
Rheinberg-Kellerei GMBH v. Vineyard
Page 158 and 159:
Ted asks Outdoor Sporting Goods to
Page 160 and 161:
10.2.2. Transferor’s Title. Secti
Page 162 and 163:
levied on the car on behalf of Butl
Page 164 and 165:
Id. at 266. contends its ownership
Page 166 and 167:
Hollis v. Chamberlin, 419 S.W.2d 11
Page 168 and 169:
Chapter 11. Impracticability (Excus
Page 170 and 171:
11.3. Failure of Basic Assumption.
Page 172 and 173:
(4) the promisor seasonably notifie
Page 174 and 175: [The court also rejected Bobby Murr
Page 176 and 177: performance has become commercially
Page 178 and 179: Transatlantic Financing Corp. v. Un
Page 180 and 181: 4. See Lee Russ, Annotation, Imprac
Page 182 and 183: The facts are that the parties ente
Page 184 and 185: Watson Labs., Inc. v. Rhone-Poulenc
Page 186 and 187: preclude performance under the cont
Page 188 and 189: 2. RPR's express obligation under P
Page 190 and 191: 12.3.1. Section 2-602 sets out rule
Page 192 and 193: delivery or tender. It is ineffecti
Page 194 and 195: easonable time for rejection, U.C.C
Page 196 and 197: nor refused the offer. No mention w
Page 198 and 199: uyer can reject the entire contract
Page 200 and 201: 12.7.2. Under § 2-602(2)(b), if th
Page 202 and 203: Chapter 13. Acceptance; Revocation
Page 204 and 205: 13.2.4. After acceptance, the burde
Page 206 and 207: 13.3.2.2. Another important factor
Page 208 and 209: attempted repairs sufficient to kee
Page 210 and 211: miles after revocation was found to
Page 212 and 213: Problem 13-4. Whoopie Cereals purch
Page 214 and 215: Problem 14-3. Sally has agreed to p
Page 216 and 217: constitute reasonable grounds which
Page 218 and 219: On May 1, 1969, AMF met with McDona
Page 220 and 221: Case Notes: 1. When did someone fir
Page 222 and 223: 14.6.2. An effective retraction rei
Page 226 and 227: end that the aggrieved party may be
Page 228 and 229: 15.1.4.4. The terms “general dama
Page 230 and 231: in certain circumstances, the right
Page 232 and 233: Problem 15-11. Dollar Store decides
Page 234 and 235: everse. Kenco buys mobile homes fro
Page 236 and 237: esell them on the open market; subs
Page 238 and 239: Chapter 16. Buyer Remedies under th
Page 240 and 241: Schroeder v. Barth, Inc. 969 F.2d 4
Page 242 and 243: e.g., Indiana Ins. Co. v. Plummer P
Page 244 and 245: a condition precedent to any recove
Page 246 and 247: the manufacturer under the particul
Page 248 and 249: ottles of wine instead of 12 bottle
Page 250 and 251: "We first turn our attention to the
Page 252 and 253: severe loss. Therefore, the actual
Page 254 and 255: At first blush, the result reached
Page 256 and 257: Chapter 17. Limitation of Remedies
Page 258 and 259: April and October, while almost not
Page 260 and 261: Pa. Super. 470, 473, 168 A.2d 750,
Page 262 and 263: California Civil Code § 1671. Vali
Page 264 and 265: Problem 17-7. An 18-year old high s
Page 266 and 267: In May, 1976, plaintiff LeVon Schle
Page 268 and 269: limitations governing the elected t
Page 270 and 271: 18.4. Suits against Manufacturers a
Page 272 and 273: Spanierman prepared an invoice that
Page 274 and 275:
exception, the warranty explicitly
Page 276 and 277:
state a specific time period, such
Page 278 and 279:
opinions from other jurisdictions a
Page 280 and 281:
and the tailor says, “I’m kind
Page 282 and 283:
Section 9-406.” The problem is th
Page 284 and 285:
elevant to this appeal. First, each
Page 286 and 287:
its intellectual property and trade
Page 288 and 289:
“[t]o reveal the intent necessary
Page 290 and 291:
University of Michigan. At the same
Page 292 and 293:
20.3. Lease or Security Interest? S
Page 294 and 295:
2. You cannot cancel the lease duri
Page 296 and 297:
lessee acquires ownership, and that
Page 298:
Note that incidental damages under
show all

Sales and Leases - A Problem-based Approach, 2016a

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?