Contract Law - Performance, Breach, and Discharge

Core Concepts:

Contract Interpretation: The process of determining the meaning of contract terms (both express and implied) using established rules and contextual evidence.

Conditions and Performance: Understanding how conditions influence contractual duties, differentiating conditions from promises, and applying the substantial performance doctrine.

Breach and Remedies: Categorizing breaches as material or minor, exploring available remedies (e.g., damages, specific performance, rescission), and understanding the implications of anticipatory repudiation.

I. Contract Terms and Interpretation:

Express Terms: Explicitly stated in the contract (written or verbal). Example: "Contractor will complete renovation by June 30th."

Implied Terms: Not explicitly stated but assumed by law.

Implied in Fact: Based on parties' conduct or circumstances. Example: Plumber using reasonable care and materials.

Implied in Law: Inserted by courts to ensure fairness or fill gaps. Example: Employer providing a safe working environment.

Rules of Contract Interpretation:

Plain Meaning Rule: Clear wording is interpreted based on its ordinary meaning.

Contra Proferentem: Ambiguity is interpreted against the drafting party.

Specific Terms vs. General Terms: Specific terms prevail over general terms in case of conflict.

Usage of Trade, Course of Dealing, and Course of Performance: Contextual evidence used to clarify unclear terms.

II. Conditions and Performance Obligations:

Conditions: Events that must occur for a party's performance to become due.

Conditions Precedent: Events that must happen before an obligation arises. Example: Buyer securing financing before the seller transfers ownership.

Conditions Subsequent: Events that terminate an existing obligation. Example: Contract termination if new legislation renders its purpose illegal.

Concurrent Conditions: Both parties perform simultaneously. Example: Seller delivers goods while buyer makes payment.

Conditions vs. Promises:

Conditions: Non-fulfillment relieves the obligated party from performing.

Promises: Covenants that must be performed regardless of conditions. Failure may lead to damages.

Substantial Performance Doctrine: Allows a party who has largely completed their obligations to enforce the contract, even with minor incompletions.

III. Breach of Contract and Anticipatory Repudiation:

Types of Breach:

Material Breach: Significant failure that undermines the contract's essence. Non-breaching party can terminate and seek damages. Example: Supplier fails to deliver a critical component for production.

Minor Breach: Less serious breach that does not substantially affect the contract's value. Non-breaching party must still perform but may seek damages. Example: Contractor installs a different but equally good countertop.

Remedies for Breach:

Damages:

Compensatory: Cover direct losses.

Consequential: Cover foreseeable losses caused by the breach.

Nominal: Small damages awarded when no significant loss is proven.

Liquidated: Pre-agreed amounts for specific breaches.

Specific Performance: Court orders breaching party to perform obligations (usually for unique goods or real estate).

Rescission and Restitution: Contract cancellation and return to pre-contract positions (often in cases of voidable contracts).

Anticipatory Repudiation:

One party indicates in advance they will not perform their obligations.

Non-breaching party can treat this as an immediate breach or wait for performance.

Key Takeaways:

Accurate interpretation of contract provisions is essential, applying established rules and using contextual evidence.

Understanding the distinction between conditions and promises is crucial, as it directly affects available remedies.

A material breach significantly undermines the contract, allowing the non-breaching party to terminate and seek damages.

Anticipatory repudiation occurs when a party indicates in advance their intention not to perform.