1. In what circumstances will a party be held to have "affirmed" a
contract? If the other party has breached the contract, yet the
innocent party still wishes to continue the contract – may receive
damages
if reject breach there is affirm, if accept breach there is
termination
To what extent is a party's election to terminate or to affirm constrained
by considerations such as the reasonableness of his decision or conduct?
not every breach will give rise to termination
need to have legitimate interests [has to go beyond contract
price] to affirm – cannot do so in all situations
with breach – from perspective from reasonable person from
objective pov to assess
when repudiatory breach – might be able to decide
[affirm/terminate]
only affirm under two conditions
one – have legitimate interest in affirming contract and
continuing
two – whether it is not dependent on other person’s performance
– whether performance depends on other person
when affirm contract – have to affirm whole contract
cannot affirm parts of contract because if do, then are varying
contract and in new contract which requires consideration
to affirm contract – have to be aware of right and that can active
the right
comes from creamman case [not be held to affirmation if didn’t
know that had right to terminate – court not make party stay in
contract if didn’t know that could affirm in]
affirmation on revocable when party breaches contract again
[new/continuing breach] can terminate and receive damages –
johnson v ag case
Is it possible clearly to distinguish affirmation from promissory estoppel?
affirmation from promissory estoppel = means not that
necessarily affirmed the contract, but estopped from denying that
affirmed the contract, prevented from saying that haven’t
affirmed the contract
post chaser
affirmation similar to promissory estoppel because both amount
contract? If the other party has breached the contract, yet the
innocent party still wishes to continue the contract – may receive
damages
if reject breach there is affirm, if accept breach there is
termination
To what extent is a party's election to terminate or to affirm constrained
by considerations such as the reasonableness of his decision or conduct?
not every breach will give rise to termination
need to have legitimate interests [has to go beyond contract
price] to affirm – cannot do so in all situations
with breach – from perspective from reasonable person from
objective pov to assess
when repudiatory breach – might be able to decide
[affirm/terminate]
only affirm under two conditions
one – have legitimate interest in affirming contract and
continuing
two – whether it is not dependent on other person’s performance
– whether performance depends on other person
when affirm contract – have to affirm whole contract
cannot affirm parts of contract because if do, then are varying
contract and in new contract which requires consideration
to affirm contract – have to be aware of right and that can active
the right
comes from creamman case [not be held to affirmation if didn’t
know that had right to terminate – court not make party stay in
contract if didn’t know that could affirm in]
affirmation on revocable when party breaches contract again
[new/continuing breach] can terminate and receive damages –
johnson v ag case
Is it possible clearly to distinguish affirmation from promissory estoppel?
affirmation from promissory estoppel = means not that
necessarily affirmed the contract, but estopped from denying that
affirmed the contract, prevented from saying that haven’t
affirmed the contract
post chaser
affirmation similar to promissory estoppel because both amount
