clancey's contracts: discharge
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discharge of D's duty to perform
once the P has either performed all his requried condtions or has been excused from such perfomrance, the D's duty to perform arises, unless the d's duty to perform is discharged
is said to have occurred in a contractual situation when one contract supersedes or incorporates another
Impossibility of performance
performance of K rendered impossible due to events after K performed, discharging both parties
- a subsequent agreemnt entered into for consideration for purposes of modifying the prior contract.
- The PE issue does not apply to modifications since it only bars evidence related to agreements made prior to or concurrently with the written contract.
- Under CL, consideratin required.
- Under UCC, no consideration required.
frustration of purpose
- purpose destroyed by unforeseeable events.
- : conditions of performacne is discharged when bargained for performance still possible but unaticipated event occurs after contract formation making benefit to be received totally destroyed or materially impaired.
occurrence of condtion subsequent
is related to an event, which, by agreement of the parties, operates to terminate a duty of performance after it has arisen.
- terminates contractual obligations due to mutual agreement satisfied by consideration.
- : an agreemt by the parties to an existing executory K to consider their K null and void.
- this rescission is a K in itself and requires mutual assent and consideration. consideration is usu found in the fact that all parties incur a legal detriment by giving up their right to sue each other.
- In a case involving an executed contract or a unilateral contract, an attempted rescission by mutual agreemt would be lacking in consideration. Regarding an executed contract, the party who has received full perfromance is not giving up any right against the other, so he or she is incurring no legal detriment. Regarding a unilateral K, the offeror only has the power to revoke the offer an dterminate all obligations if revocation of the offer is communicated to the offeree before the offeree has materially changed his position in reliance upon the offer.
- is an agreement between the parties to a prior contract which take s the place of and discharges the prior contract.
- It differs from a novation in that no new parties are involved.
accord and satisfaction
- is an agreemnt to compromise an existing obligation which has become the subject of a good faith dispute.
- acceptance of the accord results in satisfaction, meaning that the orig obligation has been discharged witht he accepting party no longer being able to charge the performing party with a breach of contract.
- is a new contract that is an immediate discharge of a pre-existing contractual duty which creates a new duty in its place.
- It requires the replacement of one of the previously contracting parties with a new party who neither owed the previous duty nor was entitled to its perfomrance.
- conditions of performance will be discharged when unanticipated difficulty occurs after contract formation with the result that performance would be vastly different than that intended by the parties.
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