{"id":5600,"date":"2015-11-11T20:46:10","date_gmt":"2015-11-12T01:46:10","guid":{"rendered":"http:\/\/localhost:10028\/practiceareas\/contracts-violations-disputes\/"},"modified":"2022-06-21T16:53:49","modified_gmt":"2022-06-21T20:53:49","slug":"contracts-violations-disputes","status":"publish","type":"practiceareas","link":"https:\/\/www.napolilaw.com\/practice-areas\/contracts-violations-disputes\/","title":{"rendered":"Contracts"},"content":{"rendered":"<p>Basic contract formation requires an offer, and acceptance of that offer, mutual assent to terms, intent to be bound by those terms, and some measure of consideration (<em>i.e.<\/em>, benefit to the promisor, or a detriment to the promisee).\u00a0 Gratuitous acts and existing legal obligations do not qualify as considerations.\u00a0 The major defenses parties assert against enforcement of a contract include unconscionability, fraud, mistake, and economic duress.\u00a0 Fraud can be in the inducement or in the factum (<em>i.e.<\/em>, when a person is misled into signing a document without knowing or understanding its nature, contents, or consequences). \u00a0\u00a0Based upon these types of defenses to enforcement of a contract, a plaintiff may elect to rescind the contract or may elect to have the court reform the contract (<em>i.e.<\/em>, restating intended terms or clarify intent where lacking in the contract).<\/p>\n<p>At variance with defenses to enforcement are the various ways parties can breach contracts.\u00a0 Breaches may be anticipatory, based upon a party\u2019s failure to perform or delay in performance, or breaching the implied covenant in all contracts of good faith and fair dealing.\u00a0 Generally, when a party breaches the contract, the non-breaching party must notice the breaching party of its breach in order not to waive the breach while the parties continue under the contract.\u00a0 Even with notification made, however, the non-breaching party is not allowed to terminate the contract based upon the noticed breach by the other party.\u00a0 Breaching parties often assert defenses for their failure to perform under the contract, such as, performance is impossible, the other party has engaged in conduct that frustrated the breaching party\u2019s ability to perform, waiver, the other party\u2019s breach, a condition precedent to the breaching party\u2019s performance failed to occur, and <em>force majeure<\/em> clauses.<\/p>\n<p>Damages from breach of contract differ significantly from those that attach to the enforcement defenses.\u00a0 Breach of contract damages may be expectancy damages (direct or consequential), lost profits, reliance damages (as an alternative to expectancy damages, <em>i.e.<\/em>, what would the non-breaching party have gained had its counterparty performed), restitution, nominal and liquidated damages, and in certain instances, compelling the breaching party to perform the contract, and in rare instances, punitive damages.\u00a0 In New York, the non-breaching party\u2019s failure to mitigate its damages will result in an inability to recover for losses that might have been prevented through the non-breaching party\u2019s reasonable efforts and expenditures.<\/p>\n","protected":false},"excerpt":{"rendered":"<p>Basic contract formation requires an offer, and acceptance of that offer, mutual assent to terms, intent to be bound by those terms, and some measure of consideration (i.e., benefit to&#8230;<\/p>\n","protected":false},"featured_media":0,"menu_order":141,"template":"","practiceareas_category":[747],"class_list":["post-5600","practiceareas","type-practiceareas","status-publish","hentry","practiceareas_category-business-litigation"],"acf":[],"_links":{"self":[{"href":"https:\/\/www.napolilaw.com\/wp-json\/wp\/v2\/practiceareas\/5600","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.napolilaw.com\/wp-json\/wp\/v2\/practiceareas"}],"about":[{"href":"https:\/\/www.napolilaw.com\/wp-json\/wp\/v2\/types\/practiceareas"}],"version-history":[{"count":0,"href":"https:\/\/www.napolilaw.com\/wp-json\/wp\/v2\/practiceareas\/5600\/revisions"}],"wp:attachment":[{"href":"https:\/\/www.napolilaw.com\/wp-json\/wp\/v2\/media?parent=5600"}],"wp:term":[{"taxonomy":"practiceareas_category","embeddable":true,"href":"https:\/\/www.napolilaw.com\/wp-json\/wp\/v2\/practiceareas_category?post=5600"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}