DEFENSES AGAINST ENFORCEABILITY (CHAPTER 17)
I) Unconditional vs. Conditional Duties
A) Unconditional Duty – duty to perform is absolute. It doesn’t depend on anything but the passage of time.
B) Conditional Duty – a duty that depends on the occurrence or nonoccurrence of some other event.
1) Condition Precedent – a future event, the occurrence of which gives rise to a duty to perform
Failure of condition occurs when the condition precedent did not occur, thus failure to perform is not considered a breach. The party must use their best effort.
a) Based on Satisfaction
i) Express Condition Precedent of personal satisfaction – one ...view middle of the document...
4) Accord and Satisfaction – debtor is discharged of duty
a) Accord – agreement to settle debt
b) Satisfaction – payment of agreed upon amount
C) By Operation of Law
1) Impossibility (Objective) – something that occurs that would make it impossible for anyone to perform, which discharges them from a contractual duty
a) Subsequent Illegality – a law that makes the contract illegal discharges the duties of the parties
b) Death of the Obligor in a Personal Service Contract
i) Not true with payments of money due, or selling of real estate
c) Commercial Impracticability – a contractual duty will be discharged if…
i) An unforeseeable/extraordinary event occurs AND
ii) Renders performance extremely difficult/harsh
2) Statute of Limitations
D) By Material Breach of Other Party – a breach that deprives the other party of the essence of their deal By other party’s material breach
1) A Non-Material breach does not discharge contractual duties
a) Substantial Performance under the Common Law...