Potential Breaches

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Potential Breaches by Mind Map: Potential Breaches

1. Failure to perform, Refusal to perform, incorrect performance or incomplete performance.

1.1. Anticipatory Repudiation

1.1.1. Anticipatory repudiation is a repudiation that occurs prior to the time for the repudiated duty's performance. *If a party engages in behavior that disables that party from performing, the other party's contractual duties are discharged.

1.2. Repudiation of the Contract

1.2.1. Repudiation cannot be a breach if it both (1) occurs after the repudiating party has received all of the agreed exchange for the repudiated duty, and (2) the duty repudiated is the one to pay money (not all jurisdictions care for this even if the restatements say it does)

1.2.2. A repudiation is a manifestation by a party that it will or cannot perform, where such nonperformance would, if carried out, be a material breach. Limits to Retraction of Repudiation (1) If the party has failed to perform when his performance becomes due. (2) Non-repudiating party accepts the repudiation. (3) If one party repudiates and the other party relies on that repudiation, then the other party cannot retract their repudiation. Defenses to failure to perform, refusal to perform, incorrect performance, or incomplete performance.

1.3. A party with a right not to perform expresses that they will perform even if the condition fails to occur. This waiver can be retracted unless election, consideration, estopped to retract.

2. UCC Perfect Tender Rule - the buyer who receives goods from the seller that fails in any way to conform to the contract can reject those goods.

2.1. If the buyer rejects, then it's as if the delivery hadn't occurred at all. Delay is considered non-conforming.