If you prove profit with reasonable certainty or it was a losing can’t contract Lost Volume Seller: Requirements: Supply is greater than demand so you can service all comers Other transactions are going to be profitable (next sale will be profitable) That buyer resell to one of the subsequent buyers wouldn’t Selling in different market (b/c not professional)? Maybe require that the additional contract was probable absent the breach (Learjet) UCC §2-708 = limited number of buyers that can be sold to CASES: P wants royalties when publisher Freund v. Washington Square Press: doesn’t publish book D contracts with P to regrade his land in American Standeard v. Schectman: exchange for tools Stipulation at the end of a lease requires Ds to clean up Peevyhouse v. Garland: the land Contract for medical equip, down RE Davis Chemical Corp v. Diasonics: payment + breach Rodriguez v. Learjet: Additional contract was probable absent the breach Damages LIMITATIONS – Damages must be foreseeable: Foreseeable damages unless breaching party is aware of special circumstances (Hadley) Idiosyncratic parties have to reveal circumstances to price the risk NOT majoritarian default forces info out of parties – Made sense with 1-1 relationships, but maybe not in the real world RST §351: Foreseeable as a probable result from breach if it follows from the breach in the ordinary course of events or as a result of special circumstances that the breaching party had reason to know about Non-breaching party must attempt to mitigate damages: Express notice of breach = must stop working (Rockingham) Different inferior employment cannot be used to mitigate (Parker) RST §350: Damages are unrecoverable for losses the non-breacher could avoid without undue risk, burden, or humiliation Not precluded if he made a reasonable, but unsuccessful effort to avoid loss Stop performance + take any appropriate affirmative steps to avoid further loss EXTRA INFO:
If you can’t prove profit with reasonable certainty or it was a losing contract Lost Volume Seller: Requirements: Supply is greater than demand so you can service all comers Other transactions are going to be profitable (next sale will be profitable) That buyer wouldn’t resell to one of the subsequent buyers Selling in different market (b/c not professional)? Maybe require that the additional contract was probable absent the breach (Learjet) UCC §2-708 = limited number of buyers that can be sold to CASES: Freund v. Washington Square Press: P wants royalties when publisher doesn’t publish book American Standeard v. Schectman: D contracts with P to regrade his land in exchange for tools Peevyhouse v. Garland: Stipulation at the end of a lease requires Ds to clean up the land RE Davis Chemical Corp v. Diasonics: Contract for medical equip, down payment + breach Rodriguez v. Learjet: Additional contract was probable absent the breach Damages – LIMITATIONS Damages must be foreseeable: Foreseeable damages unless breaching party is aware of special circumstances (Hadley) Idiosyncratic parties have to reveal circumstances to price the risk NOT majoritarian default – forces info out of parties Made sense with 1-1 relationships, but maybe not in the real world RST §351: Foreseeable as a probable result from breach if it follows from the breach in the ordinary course of events or as a result of special circumstances that the breaching party had reason to know about Non-breaching party must attempt to mitigate damages: Express notice of breach = must stop working (Rockingham) Different inferior employment cannot be used to mitigate (Parker) RST §350: Damages are unrecoverable for losses the non-breacher could avoid without undue risk, burden, or humiliation Not precluded if he made a reasonable, but unsuccessful effort to avoid loss Stop performance + take any appropriate affirmative steps to avoid further loss EXTRA INFO:
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