第五章违约及其救济措施.pdfVIP

第五章 违约及其救济措施 第一节、受损害方在另一方违约时的权利和义 务 第二节、违约救济 第三节、预期违约 第一节受损害方在另一方违约时的权利和义务 一、中止履行的权利 二、给违约方自行补救机会的义务 三、解除或终止合同的权利 第一节受损害方在另一方违约时的权利 和义务 一、中止履行的权利 中止履行是指合同一方在合同为其规定 的履行期到来时暂时不履行该方的合同 义务。 Uniform Commercial Code §2-609. Right To Adequate Assurance Of Performance (1) A contract for sale imposes an obligation on each party that the others expectation of receiving due performance will not be impaired. If reasonable grounds for insecurity arise with respect to the performance of either party, the other may demand in a record adequate assurance of due performance and until the party receives the assurance may if commercially reasonable suspend any performance for which it has not already received the agreed return. …… Official Comment 2. Three measures have been adopted to meet the needs of commercial men in such situations. First, the aggrieved party is permitted to suspend his own performance and any preparation therefor, with excuse for any resulting necessary delay, until the situation has been clarified. Suspend performance under this section means to hold up performance pending the outcome of the demand, and includes also the holding up of any preparatory action. This is the same principle which governs the ancient law of stoppage and sellers lien, and also of excuse of a buyer from prepayment if the sellers actions manifest that he cannot or will not perform. Official Comment Secondly, the aggrieved party is given the right to require adequate assurance that the other partys performance will be duly forthcoming. This principle is reflected in the familiar clauses permitting the seller to curtail deliveries if the buyers credit becomes impaired, which when held within the limits of reasonableness and good faith actually express no more than the fair business meaning of any commercial contract