Mastering the Bar Exam: Contracts & Sales Law - Remedies for Breach of Contract - Detailed Analysis (Module Five)

1. Damages.

Damages are monetary compensation awarded to a party who has suffered loss or harm due to another party's breach of contract. They are intended to put the injured party in the position they would have been in if the contract had been performed as agreed.

Compensatory Damages.

Definition: Compensatory damages are intended to compensate the non-breaching party for the loss of the bargain.

Calculation: These damages are calculated based on the actual loss incurred and the expected benefit of the contract.

Hawkins v McGee (1929): Often cited in law schools, this case involved a breach of a surgery contract, demonstrating the calculation of compensatory damages as the difference between the promised result and the actual result.

Consequential Damages (Special Damages).

Definition: Consequential damages are awarded for losses that do not flow directly from the breach but result from the non-breaching party’s unique circumstances.

Requirements: The breaching party must have known or had reason to know that such damages would result from the breach at the time the contract was made.

Hadley v Baxendale (1854): This seminal case established the principle that consequential damages must be foreseeable and directly related to the breach.

Punitive Damages.

Rarity in Contract Law: Punitive damages are rare in contract law and are typically awarded only when the breach involves a tort, such as fraud.

Purpose: They are intended to punish the breaching party and deter future misconduct.

Nominal Damages.

Symbolic Award: Nominal damages are a small monetary amount awarded when a breach has occurred, but the non-breaching party has not suffered a quantifiable financial loss.

Significance: They are significant in establishing that a breach occurred, even if no actual damages resulted.

2. Equitable Remedies.

Equitable remedies are non-monetary and are awarded when monetary damages are insufficient to remedy the harm caused by a breach.

Specific Performance.

Definition: Specific performance is an order by the court requiring the breaching party to perform their obligations under the contract.

Applicability: It is typically used in cases involving unique goods or property, where monetary damages would be inadequate.

Limitations: Courts are hesitant to order specific performance in contracts for personal services to avoid involuntary servitude.

Injunctions.

Definition: An injunction is a court order directing a party to do or refrain from doing a specific act.

Use in Contract Law: Injunctions may be used to prevent a party from breaching a contract or to stop ongoing breaches.

Rescission.

Definition: Rescission is the cancellation of the contract, with both parties returning any benefits received under the contract.

Grounds for Rescission: It can be granted in cases of misrepresentation, fraud, mistake, duress, or undue influence.

3. Liquidated Damages and Penalty Clauses.

Liquidated Damages.

Definition: Liquidated damages are a specific sum agreed upon by the parties at the time of contract formation as a reasonable estimation of damages in the event of a breach.

Enforceability: To be enforceable, the amount must be a reasonable forecast of the probable loss and not a penalty.

Penalty Clauses.

Distinction from Liquidated Damages: Penalty clauses are not enforceable because they are intended to punish the breaching party rather than to compensate the non-breaching party for losses.

Determining a Penalty: A clause is likely a penalty if the liquidated damages are excessively high compared to the actual harm.

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