Mistakes from homework & remedies

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The Passionate ShepherdThe Passionate Shepherd

Chapter 15 2

Indmnity, indemnify, indemnification

An agreement by one person (X) to pay to another (Y) sums that are owed, or may become owed, to him by a third person (Z). It is not conditional on the third person defaulting on the payment, i.e. Y can sue X without first demanding payment from Z. Unlike a guarantee, an indemnity need not be evidenced in writing.

Chapter 15 3

SHELL OR SHELF COMPANY

non-trading, used as a vehicle for various company manoeuvres or kept dormant for future use in some other capacity.

X trade, X directors, Registrar of Companies, off-the-shelf c. , offshore jurisdictions, M&A, agent, aged co, 1000$

Chapter 15 4

Beneficial owner vs nominee shareholder

BO: the true owner, even though a custodian bank/broker holds title,

NS: holds shares on behalf of the actual owner, a custodial agreement.

Chapter 15 5

PHRASES & COLLOCATIONS

Continue as a _________ concern An e _________ contract: severable/divisible contract Doctrine of substantial performnace: e_________

its liabilities If $ is paid the rules of legal t _________ will apply.

(500 pennies) As always it depends on the _________ facts of

the case.

Chapter 15 6

PHRASES & COLLOCATIONS

_________ expenses, _________ a benefit, rep_________ her/his liabilities _________ the contract, Time is of the _________, seek _________, The court will _________ remedies, a right to dam_________, seek _________/re_________, fixed or as_________ sum, sue on a Quantum M_________ (as much as it is worth) (for work already completed before the breach)

Chapter 15 7

_________ BY NONPERFORMANCE

Conditions:Conditions may result in nonperformance which justifies discharge.

Condition is act/event that limits or qualifies a promise.

Condition must occur before promissor has a duty to perform or refrain from performing.

Chapter 15 8

TYPES OF REMEDIES Legal Remedies (money damages):

damages resulting from a court’s exercise of its power “at law.”– Compensatory Damages.– Consequential Damages.– Punitive Damages.– Nominal Damages.– Liquidated Damages.– Mitigation of Damages.

Chapter 15 9

TYPES OF REMEDIES

________ Remedies: remedies arising from a court’s use of its powers of equity.

________ and Restitution.

– Specific Performance.– Quasi Contract.– Reformation.

I________.

Chapter 15 10

DAMAGES

Most common legal remedy ________ by injured party.

Courts ask, when ________ damages whether breaching party, as a reasonable person, should have ________ the injuries that would result from breach.

Chapter 15 11

DAMAGES

C________ Damages.– Sums of money which will place the injured

party in the same economic position that would have been attained had the contract been performed.

C________ Damages.– Indirect or special damages arising from

the effects of the breach itself.

Chapter 15 12

DAMAGES

Duty to ________.– To measure damages the courts place on

the injured party the duty to minimize these damages.

________ Damages.Imposed not to compensate the injured

party but to punish the wrongdoer so as to ________ future conduct.

Chapter 15 13

DAMAGES

________ Damages.When parties agree in advance to a

certain sum of money that will be paid to the injured party ________ breach of contract ________.

________ Damages.– Small amount of compensation for the

breach.

Chapter 15 14

EQUITABLE REMEDIES

Plaintiff’s eligibility to receive fairness depends on the absence of ________ faith on the plaintiff’s part and similar factors.

Court’s power to ________ equitable remedies is ________.

Chapter 15 15

EQUITABLE REMEDIES Rescission and Restitution.Voluntary agreement to ________, or set

aside the contract before ________ performance.

Can result from a material breach in which case a res________ of parties to the status quo is sought.

– Restitution, or the return of goods, money, or property involved in the contract or recovery of a reasonable value of the services rendered is equitable.

Chapter 15 16

EQUITABLE REMEDIES

Specific Performance.– When restitution is inadequate or unjust.

Court c________ the breaching party to perform according to the exact terms of the contract.

Quasi Contract.Creation of contract for the parties to

prevent the ________ enrichment of one party.

One party knowingly has received a benefit to which party is not e________.

Chapter 15 17

EQUITABLE REMEDIES

Reformation.Rewriting a contract in order to remove a

mistake and to make the agreement con________ to the terms to which the parties originally agreed.

________.A court order directing a person to do or

________ from doing some specified act.

Chapter 15 18

W________ OF BREACH

Contracting party may agree to accept less than complete performance by w________ a breach of contract that is committed by another party.

It eliminates the breach.