Contract Law Lecture Two (of 3): Performance, Breach, and Remedies

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The Menendez Brothers | Five-Year Plan | 1 43:56

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On August 20th, 1989, Lyle and Erik Menendez shot and killed their own parents. Until then, this Beverly Hills family had been a portrait of the American Dream. How did it go so wrong? To listen to all four episodes of 'The Menendez Brothers' right now and ad-free, go to IntoHistory.com . Subscribers enjoy uninterrupted listening, early releases, bonus content and more, only available at IntoHistory.com . If you or someone you know is in crisis, there is free help available at mhanational.org Learn more about your ad choices. Visit megaphone.fm/adchoices…

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Lecture 2

I. Performance and Breach

Welcome back! Our second lecture will focus on how contracts are carried out, what constitutes breach, and how courts determine whether a party’s performance is adequate.

A. Performance Standards

Parol Evidence Rule

When a written contract is intended as a final expression, prior or contemporaneous statements that contradict the writing are generally inadmissible.

Exceptions: Clarifying ambiguities, showing fraud or duress, or establishing a separate oral agreement.

Conditions

Express Conditions: Must be strictly performed (e.g., “payment upon receipt of goods”).

Implied/Constructive Conditions: Courts may excuse minor deviations if there is substantial performance.

B. Performance under Common Law vs. UCC

Common Law

Substantial Performance: Minor deviations do not necessarily excuse the other party’s performance, but may allow for damages.

UCC Perfect Tender Rule

Under UCC Article 2, sellers must deliver goods exactly as specified; any deviation can be rejected (unless seller has time to cure).

II. Breach of Contract

Material vs. Minor Breach

Material Breach: Excuses the non-breaching party from performance and may allow them to sue for total breach.

Minor Breach: Non-breaching party must still perform but can seek damages for the shortfall.

Anticipatory Repudiation

When a party indicates they will not perform before performance is due, the other party may treat it as a breach or wait for performance.

III. Remedies

A. Damages

Expectation Damages

The usual measure, placing the injured party in the position they would have been in had the contract been performed.

Consequential (Special) Damages

Foreseeable losses beyond direct expectation damages (lost profits, etc.). Must be known or reasonably foreseeable to the breaching party.

Reliance Damages

Reimburses the non-breaching party for expenses incurred in reliance on the contract when expectation damages are too uncertain.

Restitution

Prevents unjust enrichment; may apply when a contract is rescinded or unenforceable.

B. Equitable Remedies

Specific Performance

Court orders actual performance (often for unique goods or real estate).

Injunction

Prohibits a party from doing something in breach. Commonly used with non-compete clauses if reasonable in scope.

Rescission and Reformation

Rescission: Voids the contract, returning parties to their pre-contract positions.

Reformation: Corrects a written instrument to reflect the true agreement when there is a mutual mistake.

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#Higher Education #Podcasting Education #Law School Of America

Contract Law Lecture Two (of 3): Performance, Breach, and Remedies

Law School

15 subscribers

published منذ عام واحد

MP3•منزل الحلقة

Lecture 2

I. Performance and Breach

Welcome back! Our second lecture will focus on how contracts are carried out, what constitutes breach, and how courts determine whether a party’s performance is adequate.

A. Performance Standards

Parol Evidence Rule

When a written contract is intended as a final expression, prior or contemporaneous statements that contradict the writing are generally inadmissible.

Exceptions: Clarifying ambiguities, showing fraud or duress, or establishing a separate oral agreement.

Conditions

Express Conditions: Must be strictly performed (e.g., “payment upon receipt of goods”).

Implied/Constructive Conditions: Courts may excuse minor deviations if there is substantial performance.

B. Performance under Common Law vs. UCC

Common Law

Substantial Performance: Minor deviations do not necessarily excuse the other party’s performance, but may allow for damages.

UCC Perfect Tender Rule

Under UCC Article 2, sellers must deliver goods exactly as specified; any deviation can be rejected (unless seller has time to cure).

II. Breach of Contract

Material vs. Minor Breach

Material Breach: Excuses the non-breaching party from performance and may allow them to sue for total breach.

Minor Breach: Non-breaching party must still perform but can seek damages for the shortfall.

Anticipatory Repudiation

When a party indicates they will not perform before performance is due, the other party may treat it as a breach or wait for performance.

III. Remedies

A. Damages

Expectation Damages

The usual measure, placing the injured party in the position they would have been in had the contract been performed.

Consequential (Special) Damages

Foreseeable losses beyond direct expectation damages (lost profits, etc.). Must be known or reasonably foreseeable to the breaching party.

Reliance Damages

Reimburses the non-breaching party for expenses incurred in reliance on the contract when expectation damages are too uncertain.

Restitution

Prevents unjust enrichment; may apply when a contract is rescinded or unenforceable.

B. Equitable Remedies

Specific Performance

Court orders actual performance (often for unique goods or real estate).

Injunction

Prohibits a party from doing something in breach. Commonly used with non-compete clauses if reasonable in scope.

Rescission and Reformation

Rescission: Voids the contract, returning parties to their pre-contract positions.

Reformation: Corrects a written instrument to reflect the true agreement when there is a mutual mistake.

1387 حلقات

#Higher Education #Podcasting Education #Law School Of America

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منذ 10 hours20:11

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Lecture 5: Advanced Topics and Bar Strategy Alterations and Forgeries: Discuss the types of alterations that can occur on a negotiable instrument, such as changes to the amount, date, payee, or interest rate. Explain the effect of an alteration on the liability of the parties involved, including the drawer, maker, drawee, and endorsers. Differentiate between material and non-material alterations and their respective consequences. Analyze the allocation of loss among the parties under UCC Articles 3 and 4, considering the negligence or wrongdoing of each party. Discuss the concept of forgery and its impact on the validity of a negotiable instrument. Explain the liability of the forger and the potential liability of other parties who may have contributed to the forgery. Analyze the allocation of loss in cases of forgery, considering the rights and responsibilities of the parties involved. Electronic Fund Transfers: Introduce the concept of electronic fund transfers (EFTs) and their growing importance in modern payment systems. Discuss the types of EFTs, such as wire transfers, ACH transfers, and online payment systems. Explain the legal framework governing EFTs, including relevant federal regulations and statutes. Analyze the rights and responsibilities of the parties involved in EFTs, including the originator, beneficiary, and financial institutions. Discuss the risks and potential liabilities associated with EFTs, such as unauthorized transfers, errors, and fraud. Compare and contrast EFTs with traditional check-based payment systems, highlighting the advantages and disadvantages of each. Exam Strategy: Emphasize the importance of identifying the "who is liable to whom" question in negotiable instruments exam questions. Explain the holder in due course (HDC) analysis, including the requirements for HDC status and its legal consequences. Discuss the types of defenses that can be raised against a holder, including real and personal defenses. Provide guidance on applying the IRAC (Issue, Rule, Analysis, Conclusion) structure to negotiable instruments exam questions. Offer tips on thoroughly addressing possible defenses in the analysis section of the IRAC response. Highlight common exam pitfalls and provide strategies for avoiding them.…

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Parties' Liability Maker/Drawer: The maker of a note or the drawer of a check is primarily liable for the instrument. This means they are obligated to pay the instrument when it becomes due, according to its terms. Endorser/Indorser: An endorser is secondarily liable. They only become liable if the maker/drawer defaults on the instrument, and proper presentment and notice of dishonor have been given. Acceptor: An acceptor is a drawee (such as a bank) who has agreed to pay a draft. By accepting the draft, they become primarily liable for its payment. Transfer and Presentment Warranties Transfer Warranties: These warranties arise when an instrument is transferred for consideration. The transferor warrants that they have good title, the signatures are authentic, there are no material alterations, there are no known defenses, and they have no knowledge of insolvency. Presentment Warranties: These warranties arise when an instrument is presented for payment or acceptance. The presenter warrants that they have good title, there are no material alterations, and they have no knowledge that the signature of the maker/drawer is unauthorized. Disclaimers: Transfer warranties can be disclaimed by specific language on the instrument, such as "without recourse." Presentment warranties cannot be disclaimed on checks, but can be disclaimed on other instruments. Who they Protect: These warranties protect subsequent holders of the instrument by ensuring that they are receiving a valid and enforceable instrument. Discharge Payment in Full: An instrument is discharged when it is paid in full by the party primarily liable. Tender of Payment: If a tender of payment is made by the party primarily liable and refused by the holder, the instrument is discharged to the extent of the tender. Cancellation: An instrument can be discharged by intentional cancellation by the holder, such as by writing "void" across its face. Reacquisition: If the instrument is reacquired by a prior party who was discharged, they are no longer liable on the instrument, and intermediate parties are also discharged. Exam Pitfalls Confusion with Contract Disclaimers: Students may incorrectly apply contract disclaimer principles to negotiable instruments. It's important to remember that specific rules govern disclaimers of warranties on negotiable instruments. Failure to Recognize Discharge Events: Students may overlook certain events that can discharge an instrument, such as tender of payment or reacquisition. Understanding these events is crucial to determining liability on an instrument. Forgetting Notice Requirements: For secondary parties to be liable, they must be given proper notice of dishonor. Students often forget this requirement, assuming that secondary liability always attaches. Overlooking the Importance of Presentment: Proper presentment of the instrument is crucial for holding parties liable. Students may fail to recognize the significance of presentment and dishonor in determining liability. Misunderstanding Accommodation Parties: An accommodation party is someone who signs an instrument to provide credit for another party. Students often struggle with the liability of accommodation parties, which differs from that of other parties. Incorrectly Applying the Shelter Rule: The shelter rule allows a transferee to acquire the rights of their transferor, even if the transferor had a defective title. Students may misapply this rule, assuming that it always applies regardless of the circumstances. Confusing the Types of Liability: Students often confuse primary and secondary liability, as well as the liability of different parties on the instrument. Understanding the distinctions between these types of liability is essential. Neglecting the Role of Consideration: Consideration is a key element in the transfer of negotiable instruments. Students may overlook the importance of consideration, assuming that transfer always occurs regardless of consideration. Misinterpreting…

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Holder in Due Course (HDC) Doctrine: A Concise Overview The HDC doctrine is crucial in negotiable instruments law, facilitating the smooth transfer of commercial paper. It protects good-faith purchasers from certain defenses against the original payee. Becoming an HDC requires meeting specific criteria, and even then, some "real" defenses remain. Core Concept: Negotiable instruments are designed for easy transfer. The HDC concept encourages good-faith acceptance of these instruments by shielding holders from prior disputes. This privileged status requires meeting specific rules. HDC Requirements: To attain HDC status under the UCC: Holder Status: Lawful possession with a proper endorsement chain (if applicable). Value: Giving consideration (money, property, debt cancellation, service). Gifts don't qualify. Good Faith: Honesty and reasonable commercial standards. No willful ignorance of wrongdoing. Lack of Notice: No knowledge of claims or defenses at the time of taking. Real vs. Personal Defenses: Real Defenses: Defeat even an HDC (e.g., fraud in the factum, forgery, alteration, infancy, illegality/mental incapacity). Personal Defenses: Do not defeat an HDC (e.g., breach of contract, ordinary fraud, unconscionability, breach of warranty). Practical Implications & Exam Approach: Analyze the Defense: Is it real or personal? Real defenses defeat HDC claims. "Without Notice": Suspicious circumstances (e.g., "Void if not paid…," knowledge of forgery, overdue note) can disqualify HDC status. Fraud Types: Distinguish fraud in the factum (real) from ordinary inducement (personal). Capacity: Is the illegal contract void or voidable? Exam Strategy: Determine HDC status (holder, value, good faith, no notice), classify the defense, and determine the outcome. Always mention HDC possibility, even if inapplicable. Ramifications: Payees should ensure smooth HDC transfer. Makers should warn transferees of fundamental issues, as personal defenses are lost against an HDC. Example: Abby signs a note for Bill, who endorses it to Clara. If Clara is an HDC, she can enforce it against Abby (defective product is a personal defense). However, if Abby's signature was forged (real defense), Clara cannot enforce it.…

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Lecture 1: Introduction to Negotiable Instruments Definition and Types Negotiable Instruments: Written documents that represent a promise to pay a specific sum of money and can be easily transferred from one person to another. Promissory Notes: A written promise by one party (the maker) to pay a certain sum of money to another party (the payee) at a specified time or on demand. Drafts (Checks): A written order by one party (the drawer) instructing a second party (the drawee, usually a bank) to pay a specified sum of money to a third party (the payee). Requirements for Negotiability Unconditional Promise or Order to Pay: The promise or order must be clear and absolute, without any conditions attached. Fixed Amount of Money: The instrument must state a specific sum of money to be paid. Payable on Demand or at a Definite Time: The instrument must specify when payment is due, either on demand or at a specific date. Payable to Order or to Bearer: The instrument must be payable either to a specific person named on the instrument (order paper) or to anyone who possesses the instrument (bearer paper). In Writing and Signed by the Maker or Drawer: The instrument must be in writing and signed by the party making the promise (maker) or issuing the order (drawer). Holder Status Holder: A person who has legal possession of a negotiable instrument and the right to receive payment. Bearer: A person who has possession of a negotiable instrument that is payable to bearer. Negotiation: The transfer of a negotiable instrument from one person to another in a way that gives the transferee the right to receive payment. Endorsement: A signature on the back of a negotiable instrument that transfers ownership. Delivery: The physical transfer of a negotiable instrument. Basic Policy Goals Ease of Transfer: Negotiability facilitates the transfer of funds by making it easier for businesses and individuals to accept payment in the form of negotiable instruments. Uniform Commercial Practice: Negotiability promotes consistency and predictability in commercial transactions by establishing a uniform set of rules for the transfer and enforcement of negotiable instruments. Encourages Market Efficiency: By providing a reliable and easily transferable means of payment, negotiability enhances market efficiency and facilitates economic growth. Reduces Transaction Costs: The ease of transfer and enforcement of negotiable instruments reduces transaction costs for businesses and individuals. Provides Certainty and Security: Negotiability provides certainty and security to parties involved in commercial transactions by establishing clear rules and procedures for the transfer and enforcement of negotiable instruments.…

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منذ 12 يومًا19:51

19:51

This third lecture expands on prior lessons about Federal Income Tax by delving into more complex issues, the strategic use of tax rules, and practical exam-oriented approaches. It begins by recalling the foundational principles—gross income, deductions, credits, and reporting—then shows how these concepts apply at a deeper level. A key section addresses business entities and how their choice affects federal taxation. Sole proprietorships are reported on an individual’s tax return (Schedule C), whereas partnerships and multi-member LLCs pass profits and losses through to partners, who then file informational returns and get Schedule K-1 forms. S corporations, requiring a special election, also pass income through but may help certain owner-employees split compensation between salary (subject to payroll tax) and distributions (not subject to self-employment tax). C corporations are taxed at the corporate level and may trigger “double taxation” when earnings are distributed as dividends. Moving on, the lecture explores tax planning and distinguishes it from illegal tax evasion. Legitimate planning may involve deferring income, characterizing gains as capital instead of ordinary, or selecting an entity structure that reduces the combined tax burden. However, transactions without economic substance or aimed solely at generating artificial losses cross into forbidden territory, raising red flags for the IRS under doctrines like “substance over form” or “economic substance.” The lecture highlights special planning considerations such as the timing of deductions and income, the use of Net Operating Losses (NOLs) to offset future (or past) taxable income, and how estate and gift taxation interplay with income tax (e.g., basis step-ups for inherited property). This discussion emphasizes how tax law’s annual accounting framework can be leveraged—through year-end strategies, for example—to manage a taxpayer’s marginal rates. A substantial part of the lecture focuses on exam strategy. Students learn to methodically identify the type of income (wages, capital gains, pass-through K-1 amounts) and check for relevant exclusions, permissible deductions, and potential credits. They must verify whether specialized rules (like depreciation recapture or the Alternative Minimum Tax) arise, and see if a business expense is legitimate or a personal cost disguised as a deduction. Clear IRAC-style writing is recommended: state the Issue, the governing Rule (citing relevant Code sections or doctrines), apply the facts carefully, then conclude. An extended hypothetical ties these advanced topics together, showing how owners in a partnership or LLC might claim or lose deductions, track basis, or consider an S corp election. By analyzing such scenarios step by step—determining entity-level vs. individual taxation, differentiating legitimate business expenses from personal ones, and weighing additional complexities like basis or recapture—students refine their abilities to address multi-layered fact patterns. In closing, the lecture underscores that while earlier sessions covered fundamentals (formation, exclusions, deductions, and credits), these advanced concepts highlight the strategic dimension of tax law. By mastering how business entities differ, how lawful planning can reduce taxes, and how to identify unscrupulous maneuvers, students can confidently tackle intricate exam questions. The central theme is to remain systematic and fact-driven, ensuring that each transaction meets the relevant legal requirements.…

1
Federal Income Tax Lecture 2 (Part 2): Deductions, Credits, and Reporting 23:55

منذ 13 يومًا23:55

23:55

This lecture provides an overview of deductions, tax credits, and reporting requirements relevant to federal income tax. Deductions reduce taxable income. Above-the-line deductions, such as IRA contributions and student loan interest, impact Adjusted Gross Income (AGI). Below-the-line deductions include itemized deductions like medical expenses, state and local taxes (SALT, capped at $10,000), mortgage interest, and charitable contributions, or the standard deduction. Business expenses that are ordinary and necessary are deductible. Taxpayers can deduct capital losses against capital gains and, to a limited extent ($3,000), against ordinary income. Tax credits reduce the final tax bill dollar for dollar and are more valuable than deductions. Nonrefundable credits, like the foreign tax credit and the child and dependent care credit, can reduce tax liability to zero. Refundable credits, such as the Earned Income Tax Credit (EITC) and the child tax credit, can result in a refund. Many credits have phaseouts based on income levels. Capital gains and losses can impact deductions because losses can offset gains and, to a degree, ordinary income. Short-term capital gains are taxed at ordinary income rates, while long-term gains are taxed at preferential rates. Filing and reporting is done via Form 1040, with schedules for itemized deductions (Schedule A), business income (Schedule C), and capital gains/losses (Schedule D). Taxpayers must keep records to substantiate claims. Penalties exist for underpayment, non-filing, and fraud. The Alternative Minimum Tax (AMT) ensures high-income individuals pay a minimum level of tax by disallowing certain deductions. An example illustrates how to apply these concepts, including calculating above-the-line deductions, choosing between itemized and standard deductions, and determining eligibility for credits. Key steps for answering exam scenarios: identify income sources, subtract above-the-line deductions to get AGI, decide whether to itemize, factor in credits, consider capital gains/losses, and watch for specialized situations like AMT.…

1
Federal Income Tax Lecture 2: Deductions, Credits, and Reporting 19:09

منذ 14 يومًا19:09

19:09

The lecture begins by explaining deductions, emphasizing the fundamental split between above-the-line and below-the-line deductions. Above-the-line deductions, such as contributions to certain retirement accounts and student loan interest, come off a taxpayer’s gross income to yield Adjusted Gross Income (AGI). Because many credits and phaseouts use AGI thresholds, these deductions can influence eligibility for various tax benefits. Below-the-line deductions include either the standard deduction or itemized deductions like mortgage interest, state and local taxes (SALT), medical expenses above a certain AGI percentage, and charitable contributions. Taxpayers must determine which approach—standard or itemized—provides the larger benefit. Business deductions for trade or business expenses are allowed if the costs are ordinary and necessary, but purely personal or capital expenses are treated differently, often requiring capitalization and depreciation. A second area of focus is the difference between tax deductions and tax credits. While deductions reduce the amount of income subject to taxation, credits reduce the final tax owed. Credits typically appear in two main forms: nonrefundable credits, which can reduce a taxpayer’s liability to zero but not below it, and refundable credits, which can generate a refund even if the taxpayer’s liability is already at zero. Examples include the Earned Income Tax Credit (EITC) for lower-income workers and the American Opportunity Tax Credit for education-related expenses. Each credit may feature phaseouts once a taxpayer’s income passes certain thresholds. The lecture also explores capital gains and losses, covering the difference between short-term gains (taxed at ordinary rates) and long-term gains (often taxed at preferential rates). Netting processes allow short-term losses to offset short-term gains and long-term losses to offset long-term gains, with excess losses partially usable against other income. This interplay with deductions is crucial: capital losses can reduce other income to a limited degree, shaping a taxpayer’s overall liability. Moving on to tax filing and reporting requirements, the lecture details the forms and schedules that structure how individuals declare income, deductions, and credits. Form 1040 is the primary return, supported by schedules such as Schedule A for itemized deductions, Schedule C for sole proprietor business income, and Schedule D for capital transactions. The text underscores the importance of maintaining documentation—receipts, logs, and official acknowledgments—to validate any claimed deductions or credits. Audits and penalties can follow if taxpayers cannot substantiate their positions. Failure-to-file and failure-to-pay penalties accrue when deadlines are missed, while accuracy-related penalties may be imposed if the IRS discovers substantial understatements or fraudulent behavior. Another element is the Alternative Minimum Tax (AMT), a parallel system designed to prevent high-income taxpayers from disproportionately lowering their tax via various exclusions or preferences. Under the AMT regime, certain itemized deductions are limited or disallowed, and a specific exemption amount phases out at higher income levels. Taxpayers pay whichever tax (regular or AMT) is higher. An extended hypothetical scenario illustrates how these principles fit together in practice: A taxpayer might reduce AGI using above-the-line deductions (like student loan interest or retirement contributions), choose whether to itemize or use the standard deduction, and claim relevant credits (for child care, education, or energy). The presence of side-business income, capital gains, or questionable business expenses can complicate the return. Exam questions often require step-by-step analysis: begin with total income, subtract relevant deductions, confirm whether itemizing surpasses the standard deduction, factor in credits, and determine final tax or refund.…

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Contract Law Lecture Two (of 3): Performance, Breach, and Remedies

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Contract Law Lecture Two (of 3): Performance, Breach, and Remedies