Breach, remedies and digital agreements
A guided homework chapter with staged support and self-checking tasks
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Your homework route
Complete the work in order. Use the reveals only after making a genuine attempt.
Completion checklist
Reading 1: breach of contract
Distinguish the breach from the response available to the innocent party.
Before you read
- What is a breach of contract?
- Can every breach end the contract?
- What could an innocent party do after breach?
Show orientation answers
A breach is a failure to perform a contractual obligation. The consequences depend on the term, the seriousness of the failure, timing and the applicable law. Not every breach ends the contract. Possible responses may include insisting on performance, terminating where permitted, claiming damages, seeking another remedy or affirming the contract.
Breach of contract
A breach occurs when a party fails to perform an obligation under the contract. Examples include failing to supply goods, performing a service late or refusing to make payment. Breaches vary in seriousness. The classification of a term and the effect of the failure can influence the response available.
A breach does not automatically discharge the agreement. Some failures may give the innocent party a right to terminate, while others may support a claim for damages without ending the contract. The relevant choice must be made carefully and under the applicable law.
A refusal before performance is due is commonly described as an anticipatory breach. A serious failure affecting a fundamental obligation may amount to a fundamental breach under a particular legal regime. Repudiation does not always end the relationship automatically. A breach serious enough to justify termination — breach of a condition, or a renunciation of the contract — is described in English law as a repudiatory breach. The innocent party may accept the repudiation and treat the contract as discharged, or may elect to affirm the contract, perform its own obligations and pursue available remedies. Those choices may carry legal and commercial risks.
Show a worked case
Scenario: On 2 March, Nova Print tells Cedar Books that it will not deliver the agreed print run on 30 April.
Obligation: deliver the print run. Due date: 30 April. Conduct: an advance refusal. Possible classification: anticipatory breach or repudiation, depending on the applicable rules and seriousness. Next question: may Cedar accept the refusal, or should it keep the contract alive? The label alone does not answer that question.
Language work: actions and consequences
Build the word families needed to describe breach precisely.
Vocabulary log
| Useful chunk | Your example |
|---|---|
| repudiate an obligation | |
| affirm the contract | |
| claim damages for breach | |
| discharge the contract |
Reading 2: e-contracts
Read digital contracting problems as legal and design problems.
Prediction questions
- Why should a user be able to read terms before clicking “I agree”?
- What problems arise when businesses transact across borders?
- What could prevent electronic consent being genuine?
Electronic contracts
Online transactions are routine, yet users should still have a reasonable opportunity to review contractual terms before indicating acceptance. The interface, prominence of the terms, clarity of the action and record of consent may all become relevant when a dispute arises.
Two common categories are business-to-consumer and business-to-business transactions. Cross-border activity can create questions about jurisdiction, governing law, consumer protection, data, tax and enforcement. Technology also creates evidential questions: who clicked, what version of the terms was displayed and whether later changes were communicated.
International instruments and model laws seek to support electronic commerce by recognising electronic communications, signatures and records. Such frameworks do not make every electronic contract automatically valid. Courts and regulators may still examine consent, capacity, notice, unfairness and mandatory protection.
Digital trade can expand market access, including for businesses in developing economies. At the same time, unequal connectivity, inaccessible design, identity fraud and complex standard terms may undermine meaningful participation. Future regulation is therefore likely to address not only whether a click occurred, but also how the system presented the choice.
Show a model paragraph
One future rule should require businesses to preserve a clear record of the exact terms displayed when electronic consent was given. This would address disputes about later amendments and hidden versions. The record should include the relevant text, date, identity method and action used to indicate agreement. However, lawmakers would need to consider cost, privacy and accessibility, particularly for small businesses. A record would improve evidence, but it would not prove that every term was fair or that the user had legal capacity. Those questions would still require separate analysis.
Reading 3: CISG reasoning
Follow competing interpretations instead of searching for one keyword.
Key concepts
CISG stands for the United Nations Convention on Contracts for the International Sale of Goods. Conformity / non-conformity concerns whether the goods match the agreed description, quality and packaging (Art. 35). Foreseeability appears twice in the CISG. Under Art. 74 it limits damages to loss the party in breach foresaw or ought to have foreseen at the conclusion of the contract. Under Art. 25 it is part of the definition of fundamental breach: a breach is fundamental if it results in such detriment to the other party as substantially to deprive it of what it was entitled to expect under the contract, unless the party in breach did not foresee, and a reasonable person of the same kind in the same circumstances would not have foreseen, that result. A fundamental breach is not simply any serious-sounding failure. Damages follow from any breach under Arts 45(1)(b) and 74; fundamentality is what unlocks avoidance under Arts 49 and 64.
Focuses on available remedies and argues that a reasonable person test matters when assessing the effect of breach.
Connects damages with foreseeable loss and distinguishes the Art. 74 foreseeability of loss from the Art. 25 foreseeability of substantial deprivation.
Questions vague definitions and explains why lawyers must compare decisions and predict how a tribunal may reason.
Writing: comparative advice memo
Use a comparable case carefully, without treating similarity as identity.
Client message from Samira Osei
Samira bought 10,000 “storm-grade” cycling covers for resale. The packaging says waterproof, but many covers allow water through the seams. The supplier argues that the covers remain usable in light rain and that the defect is not fundamental. Samira wants to know whether she can avoid the contract.
Comparable decision supplied for the exercise
A buyer ordered protective outdoor flooring of a stated professional grade. The seller delivered flooring that could be used indoors but did not meet the agreed weather-resistance specification. The court treated the specification as important, but it also examined whether repair was possible, how the defect affected the buyer’s commercial purpose and whether avoidance was proportionate. The decision turned on its governing rules and facts.
Plan before writing
- Issue: what decision does Samira need to make?
- Rule: what must be established before avoidance is available?
- Comparison: which facts are genuinely similar?
- Difference: which facts could justify a different result?
- Evidence: which documents or tests are missing?
- Advice: what should happen next?
Show model memo and annotations
Issue. You ask whether the water penetration allows you to avoid the supply contract. That conclusion will depend on the applicable law, the agreed specification and the practical effect of the defect.
Comparison and analysis. Both matters concern goods that remain usable for a limited purpose but fail to meet an express outdoor-performance description. The earlier decision suggests that a tribunal may examine commercial purpose, repair and proportionality rather than focusing only on the existence of a defect. However, your order was promoted specifically as “storm-grade” and waterproof. If that description formed part of the contract and the intended resale market requires heavy-rain protection, the non-conformity may be more serious. We do not yet know the failure rate, whether sealing is practical or whether the supplier offered replacement.
Recommendation. Preserve the advertisement, packaging, order, specification and all communications. Arrange a documented sample test and notify the supplier promptly, describing the defect without overstating its legal effect. Ask for a proposal for replacement or repair while reserving your rights. We should then assess whether the applicable regime permits avoidance, damages, price reduction or another remedy.
Annotation: The model separates the issue, comparison, missing evidence and next step. It does not promise avoidance.
Exam practice: restitution
Decide the required word class before changing the base word.
Restitution may be available where a claimant has conferred a benefit while performing (1) duties and later seeks its return. Relief is usually measured by the value of the benefit received rather than by the claimant’s own loss, and it remains subject to legal limits.
A claim of this type often follows a total failure of (2) , where the promised counter-performance never arrives. It may be described as (3) relief because it aims to reverse the benefit the defendant received rather than to enforce the promised exchange. The claimant may therefore need to choose the legal (4) of the claim with care.
There are (5) on recovery. Where a claimant made a bad bargain, restitution is not available (6) because performance produced less value than expected. Where the defendant’s property has been (7) , a court may value the benefit actually received rather than the cost of the work.
A claimant may not recover the same (8) twice. In suitable cases loss is assessed on an (9) basis, although a claimant who agreed a poor price may find that measure less (10) than a claim for the value of the benefit conferred.
Show one worked transformation
CONTRACT → contractual. The gap comes before the noun duties, so an adjective is needed. Contractual duties is the conventional phrase.
Writing: claim letter
Turn emotional instructions into a precise and credible legal letter.
Scenario
Orion Athletic allowed Northgate FC to sign striker Ilias Venn because Northgate promised to pay Orion 12% of the amount by which any later transfer fee exceeds €4 million. Northgate later sold the player for €9 million but says the clause is unenforceable and refuses payment. Write to Northgate’s lawyer, Maeve Chen, on behalf of Orion.
Six-paragraph scaffold
- Identify the parties, agreement and purpose of the letter.
- State the relevant clause accurately.
- Set out the transfer and calculation.
- Address the other side’s position without insults or exaggeration.
- Request payment, documents or a reasoned response by a realistic date.
- Reserve rights and propose a practical route to resolution.
Self-check before revealing the model
Show model letter
Dear Ms Chen,
We act for Orion Athletic in relation to Northgate FC’s transfer of Ilias Venn. Under the transfer agreement, Northgate agreed to pay our client 12% of the amount by which any later transfer fee exceeds €4 million.
We understand that Northgate transferred Mr Venn for €9 million. The amount above the contractual threshold is therefore €5 million, producing a payment of €600,000 to Orion.
Your client has indicated that it considers the clause unenforceable, but no detailed basis has yet been provided. Please send the transfer documents and a reasoned explanation of Northgate’s position. On the information presently available, Orion maintains that the agreed payment is due.
We invite Northgate to confirm payment within fourteen days or propose a short meeting to address any genuine issue concerning interpretation. Our client remains willing to consider a practical resolution, but reserves all contractual rights and remedies.
Yours sincerely,
Leonie Park
Teacher’s answer key
Answers, models, acceptable alternatives and homework feedback notes.
Chapter 5 answer key
Homework feedback priorities
- Independent processStudents should attempt, revisit the source and then check. When reviewing saved work, ask for one correction note rather than rewarding only the final score.
- Breach analysisRequire the obligation, timing, conduct, seriousness and possible response. Do not accept “fundamental” merely as a synonym for serious.
- E-contractsGood answers connect consent with design, evidence and mandatory protection. A click is evidence of an action, not a complete legal conclusion.
- Comparative memoAssess use of similarity and difference, relevance of missing evidence, legal caution and usefulness of the recommendation.
- Claim letterThe calculation is €600,000. Reward a contractual basis, professional challenge, document request, response date and proportionate resolution route.
Suggested annotation codes
- I: issue not identified
- R: rule or source needs qualification
- F: factual support missing
- C: comparison incomplete
- M: modal too certain or too weak
- N: next step unclear
- W: word family or collocation error
Educational material based on teacher-supplied pages. Verify current law and jurisdiction-specific rules before relying on any legal proposition.