Analyzing a Contract (for exam)

1. UCC vs. Common Law (Restatement)?
  • Sale of goods = UCC.
2. What is the contract? What is to be enforced?
  • Interpretation
  • Is there ambiguity in the contract? Is the contract "integrated"? (i.e. fully expressed)
    • If ambiguity or not integrated, parol evidence can be used to refine contract.
    • Also look to express terms, course of prior dealings, course of prior performance, and trade usage.
  • Are there any conditions precedent?
    • Did either side waive any such conditions through precedent?
3. Who had the first material breach?
  • Any "bad faith"?
  • Was there a repudiation/renunciation?
  • Did one side demand "adequate assurances?" And did other side give them?
  • Justification
    • Fraud
    • Changed circumstances/impossibility/impracticability
    • Modification
    • Frustration
4. Damages
  • Check "duty to mitigate"--cannot "run-up" damages.
  • Consequential vs. incidental damages.
  • Willful breach? Material?
  • Generally, damages are expectancy--"benefit of the bargain"
    • Can otherwise be: "restitution" or "reliance" (anticipated profits are too speculative)
    • Check: if trivial and not willful, can be "loss in value" vs. cost of replacement.
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