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Full-Text Articles in Law
Some Issues On The Law Of Direct Damages (Us And Uk), Victor P. Goldberg
Some Issues On The Law Of Direct Damages (Us And Uk), Victor P. Goldberg
Faculty Scholarship
When a contract is breached, both U.S. and U.K. law provide that the non-breaching party should be made whole. The Uniform Commercial Code (“UCC”) provides that “[t]he remedies provided by this Act shall be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed.” The English version, going back to Robinson v. Harman, is “that where a party sustains a loss by reason of breach of contract, he is, so far as money can do it, to be placed in the same situation, with …
Reckoning Contract Damages: Valuation Of The Contract As An Asset, Victor P. Goldberg
Reckoning Contract Damages: Valuation Of The Contract As An Asset, Victor P. Goldberg
Washington and Lee Law Review
No abstract provided.
Remedies In The Ucc: Some Critical Thoughts, Victor P. Goldberg
Remedies In The Ucc: Some Critical Thoughts, Victor P. Goldberg
Faculty Scholarship
I thank the conference organizers and the law review for giving me the opportunity to vent some of my frustrations with the Uniform Commercial Code (UCC). I have expressed my concerns with the Code’s overreliance on “custom and usage” elsewhere, and will not pursue that further here. Nor will I bemoan the Code’s invocation of good faith to undo the parties’ balancing of flexibility and reliance. I will confine my discussion to contract remedies. But I have to begin by noting one section I simply do not understand. Why on earth would the Code drafters in § 2–718(2)(b) have required …
After The Golden Victory: Still Lost At Sea, Victor P. Goldberg
After The Golden Victory: Still Lost At Sea, Victor P. Goldberg
Faculty Scholarship
In The Golden Victory the House of Lords held that when determining damages for a repudiatory breach, in a conflict between the compensatory principle and finality, the former trumped. The decision was recently ratified by the Supreme Court in Bunge SA v. Nidera BV. The claim in this paper is that this was a mistake; properly conceived, there is no conflict. The contract should be viewed as an asset and compensation would entail determining the decline in value of that asset at the time of the breach. The value of the contract at that moment would reflect the possible effects …
The Promissory Character Of Adequate Assurances Of Performance, Michael J. Borden
The Promissory Character Of Adequate Assurances Of Performance, Michael J. Borden
Law Faculty Articles and Essays
Part I provides the reader with an account of the development of the doctrine of adequate assurances from its earliest roots in the doctrine of anticipatory repudiation. Part II explains the workings of the modern doctrine in the context of a recent case. In Part III, I argue that promises made in response to a demand for adequate assurances can be understood as a class of enforceable promises. In Parts IV and V, I attempt to work out the back-end consequences that would result from treating assurances as enforceable promises.
Anticipatory Repudiation Of Letters Of Credit, Keith A. Rowley
Anticipatory Repudiation Of Letters Of Credit, Keith A. Rowley
Scholarly Works
Letters of credit play a vital role in financing international transactions, and are becoming increasingly popular domestically as substitutes for more traditional secured financing. As such, they deserve substantially more scholarly attention than they receive outside of specialized treatises and banking trade publications. Moreover, as unilateral promises by issuers of the letters of credit to pay money to their beneficiaries, the fact that Article 5 of the Uniform Commercial Code and pre-UCC common law recognize the right of a beneficiary to sue for anticipatory repudiation is at odds with the prevailing rule in this country that a promisee cannot sue …
A Brief History Of Anticipatory Repudiation In American Contract Law, Keith A. Rowley
A Brief History Of Anticipatory Repudiation In American Contract Law, Keith A. Rowley
Scholarly Works
This article traces the evolution of the doctrine of anticipatory repudiation from its foundations laid years before the landmark case of Hochster v. De la Tour, 118 Eng. Rep. 922 (Q.B. 1853), through Hochster, its growing acceptance by American courts in the late-1800s and early-1900s, its canonization in the first Restatement of Contracts (despite the Restatement's principal Reporter's personal objections to the doctrine), its codification in the Uniform Commercial Code, its standardization in the Restatement (Second) of Contracts, and its inclusion in the U.N. Convention on Contracts for the International Sale of Goods. This article devotes considerable attention not only …