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Contracts II
Faulkner Law - Thomas Goode Jones School of Law
See, Brenda

Remedies for Breach

Expectation Damages

§ 344(a) Parties interest in having the benefit of the bargain by being put in as good a position as he would have been in had the K been performed.
§ 347 – Formula

i. The loss in value to him of the other party’s performance caused by its failure or deficiency, PLUS
ii. Any other loss, including incidental or consequential loss, caused by the breach, MINUS
iii. Any cost or other loss that he has avoided by not having to perform

Reliance Damages

§ 344(b) Parties interest in being reimbursed for loss caused by reliance on the K by being put in as good a position as he would have been in had the K not been made.
§349 – Damages Based on Reliance Interest

i. The injured party has a right to damages based on his reliance interest, including expenditures made in preparation for performance or in performance, LESS any loss that the party in breach can prove with reasonable certainty the injured party would have suffered had the K been performed.

Restitution

§ 344(c) Parties interest in having restored to him any benefit that he has conferred on the other party
“Quantum Meruit”
§ 373 – Restitution when other party is in breach

i. The injured party is entitled to restitution for any benefit that he has conferred on the other party by way of part performance or reliance.

§ 374 – Restitution for the party who is in breach

i. If a party justifiably refuses to perform on the ground that his remaining duties of performance have been discharged by the other party’s breach, the party in breach is entitled to restitution for any benefit that he has conferred by way of part performance or reliance in excess of the loss that he has caused by his own breach.

Specific Relief

Specific Performance

i. § 359 (a) – Specific Performance or an injunction will not be ordered if damages would be adequate to protect the expectation interest of the injured par

seller to recover reasonable overhead in calculating lost profits when 2-708(1), which measures damages as the difference b/w the K price and mkt. price, is inadequate to give the seller the benefit of the bargain

Cover

i. 2-712: Buyer may have damages by making in good faith and w/o unreasonable delay any reasonable purchase of or K to purchase substitute goods and may recover from seller the difference b/w the cover and the K price PLUS incidental/consequential damages
ii. Elements of Cover under 2-712:
1. purchase goods in substitution
2. have to be similar to what was going to be originally bought
3. no unreasonable delay
a. so market v doesn’t fluctuate
4. In good faith
5. Must be a reasonable purchase
FORMULA: Cover cost – contract price + incidental/consequential damages = damages