斯坦福法学院课件LawDischarge,PerfromanceandCancellationofacontract.ppt

When a party has a right and fails to exercise it, that right may be lost. Judges will usually not order rescission when the contract is illegal, or where the parties are equally at fault, or where someone other than the parties to the contract is seeking rescission. When a party breaches a contract, he or she violates some contractual duty. The parties are free to negotiate the possible remedies for a breach of a contract, and even to stipulate what types of actions will be considered a breach. When one party commits a breach the other party is not relieved of all contractual obligations. In some cases, a party may bring suit for a breach before the other party has actually committed one. Material breach gives the other party the right to rescind the contract. A material breach is the failure of one party to do some act that is so central to the agreement as to actually defeat the reason for having the contract in the first place. The general rule followed in most jurisdictions is that performance under a contract will only be excused in “extreme” circumstances or when the performance falls under a legally recognized excuse from performance. Impossibility Subsequent Illegality Acts of God/Nature Death of a Party Destruction War There are two types of impossibility: subjective impossibility and objective impossibility. Under subjective impossibility, a party states that he or she cannot perform the duties outlined in the contract. In most jurisdictions, this claim is not a legal defense. Objective impossibility is a claim that the action itself cannot be done by anyone. When performance under a contract is impossible, a party cannot attempt to substitute a different type of performance. When the subject of the contract is ruled to be illegal after the contract was created, the courts have ruled that failure to perform in this situation is excusable. When the performance under a contract is made impossible by an act of God, the performance is excused. D