In this chapter, we will explore the various remedies available to parties in cases of breach of contract. Remedies serve to compensate the non-breaching party for their losses and aim to restore them, as much as possible, to the position they would have been in had the contract been fully performed.
Damages: Compensatory, Consequential, and Incidental.
Compensatory Damages.
Compensatory damages are the most common form of remedy for breach of contract. These damages aim to compensate the non-breaching party for their actual losses resulting from the breach. Key points include:
Direct Losses: Compensatory damages cover direct losses, such as the cost of completing the contract with another party.
Foreseeability: Damages must have been foreseeable at the time of contract formation to be recoverable.
Consequential Damages (Special Damages).
Consequential damages, often referred to as special damages, go beyond direct losses and include additional costs or losses that result indirectly from the breach. Law students should understand the principles of consequential damages:
Foreseeability: Like compensatory damages, consequential damages must have been foreseeable at the time of contract formation.
Causation: There must be a clear causal link between the breach and the consequential damages.
Incidental Damages.
Incidental damages are the additional costs incurred by the non-breaching party as a result of the breach. These damages are typically recoverable when they are reasonably incurred to mitigate losses.
Specific Performance.
Specific performance is an equitable remedy that may be available when monetary damages are inadequate to compensate for the breach. Law students should understand the key aspects of specific performance:
Availability: Specific performance is typically available for contracts involving unique goods or services where monetary compensation would not adequately remedy the breach.
Court Discretion: Courts have discretion in granting specific performance, considering factors like feasibility, fairness, and the unique nature of the contract.
Restitution and Rescission.
Restitution.
Restitution is a remedy aimed at restoring the parties to their pre-contract positions. Law students should understand the principles of restitution:
Return of Benefits: Restitution often requires the parties to return any benefits or consideration they received under the contract.
Rescission.
Rescission is the process of canceling or undoing a contract. It can occur by mutual agreement of the parties or by court order, typically due to factors like fraud, misrepresentation, or lack of capacity.
Landmark Case: Lumley v Wagner (1852).
The case of Lumley v Wagner is a notable example of specific performance. In this case, a singer contracted to perform exclusively at a particular venue. She later agreed to sing at a rival venue, breaching the exclusive contract. The court granted an injunction to prevent her from performing at the rival venue, enforcing specific performance of the contract.
Conclusion.
Understanding the remedies for breach of contract, including compensatory, consequential, and incidental damages, specific performance, and restitution and rescission, is essential for law students. By recognizing when each remedy is applicable and the principles governing their use, students can provide valuable legal counsel in contract-related disputes.
