- Stated in original agreement.

- Explicitly stated in the contract are are usually preceeded by words such as "conditoned on, if, provided that, or when"

- not explicitly stated but are inferred from the nature and language of the contract

- ex: when a builder is replacing the windows of a home they must be allowed access to the house to complete the action

-Humbach: implied that something happens before performance begins

Humbach: both parties perform at the same time

Book: each party's performance is conditioned on the performance of the other. 

- When performance has already begin and the conditon tells the party when to stop performing.

- future event that terminates the obligations of the parties when it occurs

Conditions precedent

Condition must occur before you can act

Party decides to give the other party a break.

-A's obligation stays the same, but B's changes

-Until B performs new obligation they are liable for both obligations

ACCORD: when A accepts substituted obligation

SATISFACTION: when B performs new obligation

- All three parties have to agree (obligee, obligator, delegatee)

- Gets obligator discharged from duties

-substantial, important breach that undermines a basis of the contract

-significantly impairs the agreeved party's rights under the contract

-other party is discharged from duties if other person commits a material breach

-jury decides is breach is material

- performance is not complete, but does not defeat the purpose of the contract

-agreeved party is not discharged, but still can recover damages for te acts that were not performed.

1. Completion of nearly all the terms of agreement

2. honest effor to complete all the terms

3. no willful departure from the terms of agreement

all aspects of the parties' duties are completed  and carried out perfectly

-often hard to carry out and many courts only require substantial performance

-to cpmpensate b/c they've been subjected to a breach

-put party in a financial condition that they would be in had the contract not been breached

-calculate value of contract as promised and compare to value of contract as performed

-always have this w/ monetary damages

damages reasonably or associated with other damages.

Damages directly related to breach

-indirectly related to breach

-look at lost profits

-hard to prove

-forseeable damages that result from special facts and circumstances arising outside the contraact itself

an order either forcing a person to do something or prohibiting a person from doing something.

May result when a contractual service has been breached

-most common type of agency

-authorization to act on someone elses behalf on legal matters

1. Duty of obediance

2. Duty of diligence - exercise reasonable care and skill

3. Duty to inform - as soon as the agent is given info that have duty to inform principal asap

4. Duty to account - agent has to account to the principal where finances come from.  No commingling of money. Keep record of money

5. Fiduciary duty - duty to maintain loyalty to principal.  Avoid conflicts of interests. Duty to not compete. Keep info confidential (not true if involved in criminal case). Duty to account for financial benefits

1. Compensation

2. Reimbursement - for extra expenses incurred

3. Indemnification - account for legal losses

Agency creation without the consideration of services renderred

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Acts of parties (by agreement): specified time, fulfillment of purpose, mutual agreement, principal revocation, renunciation by agent

By Law: Bankruptcy, death of principal or agent, subject matter of agency is lost or destroyed, subject matter becomes illegal, breach of fiduciary duty, residing countries go to wat

-duty of principal to agent

-duty to reimburse for legal losses

an employer is responsible for the actions of employees performed w/in the course of theit emplyment

-must be committed in the scope of the employment

-action by an agent w/out formal authority

1. Agent must DISCLOSE to 3rd party that he is a would be agent working for someone else's intersts

2. Agent must PROVIDE knowledge of entire transaction to principal, both sides know

3.No notice of withdrawal 4. Both principal and 3rd party must have CAPACITY

-to restore

-restore things they way they were before the contract had been agreed on

Express: agency by agreement. most common type. authority to act on behalf of principal

Implied: implied by the conduct of the parties. Circumstances determine the extent of an agent's ability to conduct business for the principal.

Apparent: Agency by estoppel. When principal leads a third party another party is their agent w/out discussing w/ agent first. Principal must uphold any agreements made.

Agent's liability to third parties

3rd party can not rely on anything that the agent says to them unless the principal lets the know that they really are their agent