§ 41.Syn Synopsis to Chapter 41: preliminary analysis-issues and terminology

§ 41.1 Preliminary Analysis-The Essential Issues

§ 41.2 Preliminary Analysis-What is ''Privity''?

§ 41.3 Preliminary Analysis-Consideration Not Moving From Promisee

§ 41.4 Preliminary Analysis-The Third Party's Right Is a ''Legal'' and ''Equitable'' Contract Right

CHAPTER 42 THIRD PARTY BENEFICIARY HISTORY 6

§ 42.syn Synopsis to Chapter 42: THIRD PARTY BENEFICIARY HISTORY

§ 42.1 History-Third Party Beneficiaries in England

§ 42.2 History-The American Experience

§ 42.3 The New York Experience-Lawrence v. Fox

§ 42.4 The Massachusetts Experience

§ 42.5 The Pennsylvania Experience

CHAPTER 43 THIRD PARTY BENEFICIARY STATUTES 3

§ 43.syn Synopsis to Chapter 43: THIRD PARTY BENEFICIARY STATUTES

§ 43.1 Recognizing Third Party Beneficiary Rights Through Statutes

§ 43.2 Third Party Beneficiaries Under the Uniform Commercial Code-''Vertical'' and ''Horizontal'' Privity

CHAPTER 44 INTENT TO BENEFIT-RESTATEMENTS- INTERPRETATION 11

§ 44.syn Synopsis to Chapter 44: INTENT TO BENEFIT-RESTATEMENTS- INTERPRETATION

§ 44.1 Intention, Purpose, and Motive

§ 44.2 Supplementary Glosses to ''Intent to Benefit''-''Clear,'' ''Direct Benefit,'' ''Direct Obligation,'' et al.

§ 44.3 The First Restatement-''Donee,'' ''Creditor,'' and ''Incidental'' Beneficiaries

§ 44.4 The Second Restatement-''Intended'' and ''Incidental'' Beneficiaries

§ 44.5 The Second Restatement-A ''Third Party Reliance'' Test

§ 44.6 A Suggested Third Party Beneficiary Analysis

§ 44.7 Third Parties-Interpretation-Parol Evidence Rule

§ 44.8 Identifying the Third Party

§ 44.9 Incidental Beneficiaries

§ 44.10 Beneficiaries-Agent-Trustee-Payee

CHAPTER 45 BENEFICIARIES OF SPECIFIC TYPES OF CONTRACTS 7

§ 45.syn Synopsis to Chapter 45: BENEFICIARIES OF SPECIFIC TYPES OF CONTRACTS

§ 45.1 Mortgagee Beneficiaries

§ 45.2 Suretyship, Subrogation, and Break in the Chain of Assumption

§ 45.3 Construction Contracts-Owners, General Contractors, and Subcontractors

§ 45.4 Construction Contracts-Performance Bonds and Payment Bonds

§ 45.5 Multiple Prime Contractors as Beneficiaries

§ 45.6 Government Contracts

CHAPTER 46 REMEDIES, POWERS, AND DEFENSES-BENEFICIARY, PROMISEE, AND PROMISOR 10

§ 46.syn Synopsis to Chapter 46: REMEDIES, POWERS, AND DEFENSES-BENEFICIARY, PROMISEE, AND PROMISOR

§ 46.1 Rights, Remedies, and Powers of a Beneficiary

§ 46.2 Rights of the Promisee

§ 46.3 Variation or Discharge of the Beneficiary's Right-''Vesting''-The First Restatement

§ 46.4 Modern View-''Vesting''-The Second Restatement

§ 46.5 Promisor's Defenses Against the Beneficiary

§ 46.6 Cumulative Remedies of the Creditor Beneficiary

§ 46.7 The Statute of Limitations and Beneficiaries

§ 46.8 Promisor's Defenses-Interpretation-Absolute Duty

§ 46.9 Promisor's Defenses-Arbitration

TOPIC B ASSIGNMENT 5|56

CHAPTER 47 PRELIMINARY ANALYSIS-CONCEPTS, TERMINOLOGY, SOURCE OF LAW 10

§ 47.syn Synopsis to Chapter 47: PRELIMINARY ANALYSIS-CONCEPTS, TERMINOLOGY, SOURCE OF LAW

§ 47.1 Preliminary Analysis-Concepts and Terminology-Distinguishing Beneficiary Contracts

§ 47.2 What Is a Chose in Action?

§ 47.3 Historical Development of the Law of Assignment

§ 47.4 Assignment Distinguished From Power of Attorney or Agency

§ 47.5 Is a Contract Right ''Property''?

§ 47.6 Can a ''Contract'' Be Assigned?

§ 47.7 Meaning of Assignment-Form of Assignment-Statute of Frauds

§ 47.8 The Uniform Commercial Code-Assignments

§ 47.9 Public Policy-Assigning Wages, Claims Against the Government, Structured Settlements, and Tort Claims

CHAPTER 48 GIFT ASSIGNMENTS 11

§ 48.syn Synopsis to Chapter 48: GIFT ASSIGNMENTS

§ 48.1 Gratuitous Assignment of Contract Rights

§ 48.2 Gifts Causa Mortis and Gifts Inter Vivos

§ 48.3 General Requirements of an Irrevocable Gift Assignment-Delivery

§ 48.4 Meaning of ''Dominion and Control''

§ 48.5 Gifts of Bank Accounts

§ 48.6 Gifts-Deposit Books, Keys to Deposit Boxes, Bonds, Stocks, Insurance, Certificates of Deposit, and Documents ...

§ 48.7 Order Documents-Negotiable Instruments

§ 48.8 Gift by the Assignor's Written Assignment of the Contract or Delivery of the Contract Document

§ 48.9 Gift Assignment by Oral Communication

§ 48.10 Revocation of Gift Assignments

CHAPTER 49 ASSIGNABILITY AND DELEGABILITY-FREEDOM AND ITS LIMITATIONS 11

§ 49.syn Synopsis to Chapter 49: ASSIGNABILITY AND DELEGABILITY-FREEDOM AND ITS LIMITATIONS

§ 49.1 Limitations on Assignment of Rights and Delegation of Duties-The Principle

§ 49.2 Assignment May Not Materially Affect Performance

§ 49.3 Payment, Land, Goods, Express Warranty, Output, and Requirements Contracts-UCC

§ 49.4 Assignment of Right and Delegation of Duty-Personal Services-Trust and Confidence

§ 49.5 Assignment of Covenants Not To Compete-Insurance Policies

§ 49.6 Effect of Delegating Legal Duties-Novation Distinguished

§ 49.7 Assignment of Conditional Rights-Executory Rights and Duties

§ 49.8 Assignment of Option Contract Rights

§ 49.9 Contractual Prohibition of Assignments-Antiassignment Clauses

§ 49.10 Prohibition of Assignment-UCC-Anti-antiassignment Provisions

CHAPTER 50 CONDITIONAL AND FUTURE RIGHTS, AND AFTER-ACQUIRED PROPERTY 6

§ 50.syn Synopsis to Chapter 50: CONDITIONAL AND FUTURE RIGHTS, AND AFTER-ACQUIRED PROPERTY

§ 50.1 The Assignment of ''Future'' and Conditional Rights

§ 50.2 The Modern View-Restatement (Second) of Contracts-Future and Conditional Rights

§ 50.3 Assigning Future Rights in After-Acquired Property-UCC

§ 50.4 Partial Assignments

§ 50.5 Assignment of Powers and Privileges

CHAPTER 51 LEGAL EFFECTS OF ASSIGNMENT-DEFENSES AND PRIORITIES 13

§ 51.syn Synopsis to Chapter 51: LEGAL EFFECTS OF ASSIGNMENT-DEFENSES AND PRIORITIES

§ 51.1 Defenses to Which the Assignee is Subject

§ 51.2 Counterclaims Arising Out of Original Versus Separate Transactions-UCC

§ 51.3 Counterclaims From Separate Transactions-''Accrued''- What is ''Notification''?

§ 51.4 Original Transaction Void or Voidable

§ 51.5 Discharge-Release, Payment, Accord and Satisfaction-Symbolic Writings

§ 51.6 Modifications After Notification of Assignment

§ 51.7 Agreements Not to Assert Defenses-Wavier-''Close Connectedness''- Estoppel

§ 51.8 Equities of Third Persons Against an Assignor-Latent and Not Latent

§ 51.9 Assignor's Duties to Assignee-Warranties

§ 51.10 Priorities-Common Law Successive Assignees

§ 51.11 Priorities Under the UCC

§ 51.12 Priorities-Assignees Versus Attaching Creditors

TOPIC C JOINT AND SEVERAL CONTRACTS 1|18

CHAPTER 52 JOINT AND SEVERAL CONTRACTS 17

§ 52.syn Synopsis to Chapter 52: JOINT AND SEVERAL CONTRACTS

§ 52.1 Multiple Parties to a Contract-''Joint,'' ''Several,'' ''Joint and Several''-Statutory Changes to Common Law ...

§ 52.2 Co-Obligors-The ''Suretyship'' Dimension

§ 52.3 Promises of One Performance Made by Two or More Persons

§ 52.4 Promises of Separate Performances by Two or More Persons-Interpretation

§ 52.5 Each Joint Promisor Is Bound for the Whole Performance Promised

§ 52.6 Effect of Non-Joinder of a Joint Promisor and of a Judgment Against One Only

§ 52.7 Survivorship-Effect of Death of a Joint Obligor

§ 52.8 Release of One Co-Obligor Without Receiving Full Payment or Its Equivalent

§ 52.9 Release With Reservation of Rights-Covenant Not to Sue an Obligor

§ 52.10 Effect of Release With an Oral Reservation of Rights

§ 52.11 Discharge of the Joint or Several Duties of Co-Obligors by Payment or Other Agreed Satisfaction

§ 52.12 Payment or Other Performance Received From One Obligor Must Be Credited in Favor of All

§ 52.13 Multiple Obligees-Promises Made to More Than One Person Jointly or Severally

§ 52.14 Survivorship of Joint Rights

§ 52.15 Power of One Joint Promisee to Discharge the Obligor

§ 52.16 Application of the Statute of Limitations to Multiple Obligors and Obligees

PART VI BREACH OF CONTRACT-JUDICIAL REMEDIES 5|31|493|496|502

TOPIC A BREACH OF CONTRACT 2|51

CHAPTER 53 VARIETIES OF BREACH-PARTIAL, TOTAL 17

§ 53.syn Synopsis to Chapter 53: VARIETIES OF BREACH-PARTIAL, TOTAL

§ 943 Breach of Contract-When Nonperformance Constitutes a Breach

§ 944 Breach of Duty Assumed Impliedly or Unintentionally

§ 945 Breach May Vary in Extent and Importance

§ 946 The Terms ''Total Breach'' and ''Partial Breach''

§ 947 Prevention or Hindrance of Performance as a Breach

§ 948 Remedy Available at Once for Any Breach

§ 949 Contracts to Pay Money or Deliver Goods in Instalments

§ 950 Only One Action Maintainable for All Previous Breaches

§ 951 Effect of a Statute of Limitations on Actions for a Partial Breach

§ 952 Breaches of Separate Contracts-Negotiable Notes

§ 953 A Series of Transactions May Merge Into One Running Account

§ 954 Breach by Repudiation of Obligation

§ 955 Rule Against ''Splitting a Cause of Action''

§ 956 Successive Breaches of ''Continuing'' Contracts

§ 957 Severability for Purpose of Different Remedies

§ 958 Breach of Contract of Employment by the Employer

CHAPTER 54 BREACH OF CONTRACT BY ANTICIPATORY REPUDIATION 32

§ 54.syn Synopsis to Chapter 54: BREACH OF CONTRACT BY ANTICIPATORY REPUDIATION

§ 959 Anticipatory Breach of Contract

§ 960 The Leading Case Is Hochster v. De la Tour

§ 961 Objections to the Rule of Hochster v. De la Tour

§ 962 Repudiation of Unilateral Contracts

§ 963 Repudiation of Unilateral Contracts for the Payment of Money

§ 964 Repudiation of Unilateral Money Contracts and of Bilateral Contracts Compared

§ 965 Recognition of Anticipatory Breach of Money Contracts Does Not Involve ''Acceleration of Date of Maturity''

§ 966 Repudiation of Money Contracts That Is Only Partly Anticipatory

§ 967 Repudiation of Unilateral Money Contract That Is Conditional on Some Performance by the Plaintiff

§ 968 Repudiation of Unilateral Insurance Contracts

§ 969 Repudiation of Insurance Contracts Requiring Payment in Instalments During Disability

§ 970 Repudiation of a Contract Specifying No Definite Time for Performance

§ 971 Repudiation as Breach of an Implied Promise-Status of Betrothment

§ 972 Repudiation of Part of a Contract Only

§ 973 No Breach Unless Repudiation Is Definite and Unequivocal

§ 974 Expressions of Doubt as to Ability to Perform

§ 975 When Repudiation Discharges the Duty of the Other Party

§ 976 Repudiation May Terminate the Repudiator's Own Primary Contractual Duty

§ 977 Repudiation or Other Total Breach Makes Further Tender of Performance Unnecessary

§ 978 Ability to Perform Remains a Condition Even Though Actual Tender of Performance Is Eliminated

§ 979 Restitution as a Remedy for Anticipatory Repudiation

§ 980 Power of Retracting a Repudiation-Effect of Retraction

§ 981 Theory That Repudiation Is No Breach Until Accepted by the Other Party

§ 982 The Relation Between Repudiation and Rescission

§ 983 Anticipatory Repudiation Makes Rule as to Avoidable Consequences Applicable at Once

§ 984 Repudiation by Making Performance Impossible

§ 985 Bankruptcy as an Anticipatory Breach of Contract

§ 986 Repudiation of Lease by the Tenant as an Anticipatory Breach

§ 987 Repudiation That Is Partly Anticipatory-Damages for Future Injury

§ 988 Place and Time That a Repudiation Becomes Operative as a Breach

§ 989 Time When Statute of Limitations Begins to Run

TOPIC B DAMAGES AS A REMEDY FOR BREACH 12|188|191|197

CHAPTER 55 PURPOSE AND EXTENT OF DAMAGES-CAUSATION-COMPENSATION-VALUE 16

§ 55.syn Synopsis to Chapter 55: PURPOSE AND EXTENT OF DAMAGES-CAUSATION-COMPENSATION-VALUE

§ 55.1 Judicial Remedies for the Enforcement of Contracts

§ 55.2 The Declaratory Judgment as a Remedy

§ 55.3 Goal of Putting the Injured Party in as Good a Position as Performance Would Have

§ 55.4 When a Judgment for Money Damages Will Be Given-Voidable and Unenforceable Contracts

§ 55.5 Debt and Damages Compared-Effect of Abolition of Forms of Action at Common Law

§ 55.6 Remedies of Damages and Restitution Distinguished

§ 55.7 ''Proximate'' Causation-The Effect of Varying Degrees of Remoteness

§ 55.8 Other Descriptive Terms-Direct and Indirect, Immediate, Natural, Consequential

§ 55.9 Where the Injury Is the Result of Multiple Causes

§ 55.10 Nominal Damages

§ 55.11 Compensatory Damages-The General Standard

§ 55.12 What Constitutes ''Injury''

§ 55.13 What Is Meant by ''Value''

§ 55.14 The Effect of Shifting Values Caused by Inflation and Fluctuation of Foreign Currencies

§ 55.15 Should ''Efficient Breaches'' Be Encouraged?

Supp. To CHAPTER 55 PURPOSE AND EXTENT OF DAMAGES-CAUSATION-COMPENSATION-VALUE 8

Supp. to § 55.3 Goal of Putting the Injured Party in as Good a Position as Performance Would Have

Supp. to § 55.5 Debt and Damages Compared-Effect of Abolition of Forms of Action at Common Law

Supp. to § 55.6 Remedies of Damages and Restitution Distinguished

Supp. to § 55.7 ''Proximate'' Causation-The Effect of Varying Degrees of Remoteness

Supp. to § 55.9 Where the Injury is the Result of Multiple Causes

Supp. to § 55.10 Nominal Damages

Supp. to § 55.11 Compensatory Damages - The General Standard

Supp. to § 55.14 The Effect of Shifting Values Caused by Inflation and Fluctuation of Foreign Currencies

CHAPTER 56 FORSEEABILITY-ANTICIPATED PROFITS-DEGREES OF UNCERTAINTY 25