Liquidated damages clauses are provisions in a contract in which the parties agree on the amount of damages to be paid in the event of breach instead of having a court decide that issue. This lesson explores whether liquidated damages clauses are enforceable under the tests used in the Restatement, the UCC, and a California statute. The lesson can be run either as an introduction to liquidated damages or as a review after you have completed your study.
This lesson explains the concept of liquidated damages. A liquidated damages clause in a contract states what damages the breacher will owe the non-breacher in the event of breach. You will have a chance to familiarize yourself with some sample clauses. Moreover, the material deals with enforceability of the clause under the common law as well as the UCC (§ 2-718). The lesson ends with a number of review questions on this subject.
This lesson demonstrates how the principles of remedies are found in the UCC and provides some guidance for working with the UCC. This lesson may be run either as an introduction before the material is studied or as a review after it is studied.
This lesson explores the remedies that are available in UCC Article 2 for the Seller when the Buyer is in breach. We first examine the remedies when the Buyer has the goods, and then when the Seller has the goods. This lesson may be run either as an introduction before the material is studied or as a review after it is studied.
This lesson explores the remedies that are available in UCC Article 2 for the Buyer when the Seller is in breach. We first examine the remedies when the Seller has the goods, and then when the Buyer has the goods. This lesson may be run either as an introduction before the material is studied or as a review after it is studied.
This lesson is part of a series of lessons that examines contract remedies. It discusses a breach by the buyer. The author deals with problems of measuring damages when the seller does resell the goods (UCC § 2-706), as well as when the goods are not resold (UCC § 2-708(1)). Prior understanding of common law expectation rule is required to work this lesson. The lesson ends with several review questions on this subject.
This lesson is part of a series that examines contract remedies. It covers the situation when the Buyer caused the breach and the UCC § 2-706 and § 2-708(1) are not the right measure of the seller's damages. You should run it after you have run the Contract Tutorials on Remedies - UCC Damage Rules. At the end of the lesson, you will find a number of review questions to help you better understand the subject.
This lesson deals with third party beneficiary contracts. The initial questions in this exercise are intended to familiarize students with the various types of contract beneficiaries. Since there is no general agreement on terminology, the questions test the students on both the First Restatement of Contracts types, i.e., creditor, donee, and incidental, and the Second Restatement of Contract types, i.e., intended and incidental. Subsequent questions deal with vesting of contract beneficiaries' rights and with defenses which can be asserted by a promisor against a beneficiary.
This podcast discusses the topic of Third Party Beneficiaries. When can a person who is not party to a contract sue to enforce the contract? While the rule can be found in Restatement (Second) of Contracts § 302, it can be difficult to apply. This podcast explains how to determine the intent of the parties when considering whether the third party is a third party beneficiary. Concepts covered in this podcast include an incidental beneficiary, creditor beneficiary, and an intended beneficiary. The podcast includes the analysis for several hypotheticals and Lawrence v. Fox, 20 N.Y. 268 (1859).
This lesson covers assignment of contract rights and delegation of contract duties. You can run it either as an introduction to the topic or as a review after you have studied it.
The topic of this podcast is when rights under a contract may be assigned to third parties, and when duties may be delegated to third parties. Using hypotheticals to illustrate, it discusses the exceptions that limit the transfer of rights and duties to a third party. The assignability of the right to receive money, and the liability involved with the delegation of a duty to pay money, are also covered. Finally, it examines prohibitions of assignment of rights or delegation of duties, including what it means to enforce such a prohibition. UCC Article 9, UCC § 2-210(5), and UCC § 2-210(6) are discussed.
This exercise reviews some substantive principles of contract law and demonstrates the application of that substance to the process of drafting. The exercise begins with a form contract that the user must rewrite to suit the needs of the client. On completion, the user has reviewed applicable principles from both the common law and the U.C.C. In addition, the user has learned principles of drafting that can be applied either to revision of a form or to drafting from scratch.