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Class 52: Module VII Capstone & Year Synthesis

Remedies & Third Parties · May 3

Module quiz, debrief, Damages Calculation skills assessment, and exam-prep orientation.

Today

Floor. Quiz (0:00–0:25) + item-level debrief (0:25–0:55). The quiz happens. The debrief covers every item with the doctrinal trap explained. ~55 min.

Target. Floor + skills assessment (0:55–1:40) at scheduled scope. The deliverable is collected at the end. ~85 min.

Three measures of recovery: year synthesis

Three branches off Breach — expectation (value of promise as made minus value as delivered), reliance (out-of-pocket costs incurred), restitution (benefit conferred on the breacher) — showing the three measures the law uses to value a broken promise.
Every remedies question on the exam starts here: identify which branch, then apply the relevant formula and filters.

Damages limitations stack: year synthesis

Four sequential filters applied to claimed damages: foreseeability (Hadley), certainty, avoidability/mitigation, and causation, each with an exit for excluded damages; surviving damages reach the bottom node as recoverable damages.
The stack runs on any expectation or reliance claim; a loss that exits at any filter is simply not recoverable, regardless of how large it is.

Third-party beneficiary matrix: year synthesis

The promisor-promisee contract giving rise to third-party rights, branching into intended beneficiary (with creditor and donee sub-types and vesting rules) versus incidental beneficiary who cannot enforce, showing the relational structure students confuse.
Third-party beneficiary, assignment, and delegation are three routes by which someone outside the original contract acquires rights or duties; place each fact pattern in the right route.

Assignment vs. delegation: year synthesis

Side-by-side parallel subgraphs: assignment of rights (assignor, assignee, obligor; limits on assignability) and delegation of duties (delegator, delegate; limits on delegability; delegator's continuing liability absent novation).
The exam often presents one transaction that involves both an assignment and a delegation; the parallel structure prevents the student from treating them as one operation.

The year, in one frame

*Day 1 we read Hawkins v. McGee. A doctor promised a 100% perfect hand. He produced something worse than what the patient started with. The court asked the question that has shaped every class since: what is the legal value of a broken promise?

The year answered in seven moves.

Formation. A promise becomes a contract when there is offer, acceptance, and consideration. Lucy v. Zehmer tested manifestation. Hamer v. Sidway tested bargained-for exchange.

Enforceability. Some agreements the law refuses to enforce. Statute of Frauds. Capacity. Mistake. Duress. Unconscionability. The defenses framed when private ordering yields to public concern.

Interpretation. Words have meanings the parties intend and meanings the law assigns. Frigaliment asked what a chicken is. The parol evidence rule asked what counts as the contract at all.

Performance. Conditions order the sequence; substantial performance defines when enough is enough. Jacob & Youngs taught proportionality.

Breach and excuse. Anticipatory repudiation, material breach, impracticability, frustration. The law names which failures terminate the contract and which only adjust it.

Remedies. Hawkins comes home. The court awarded the difference between the promised hand and the delivered hand — expectation damages, R2d § 347. Then the filters: foreseeability (Hadley), certainty, mitigation, the disproportionality limit on cost-to-complete.

Third parties. Lawrence v. Fox. The doctrine reaches beyond the two original parties to those the parties intended to benefit, those to whom rights have been assigned, and those to whom duties have been delegated.

That is what the year has been. You can now read a contract case, identify the doctrinal question, name the rule, apply it, and argue both sides. You can also see — because we worked at it — that the rules have histories, alternatives, and critics. Doctrine is contingent. The law is what courts and legislatures have made of it, in particular places, under particular pressures, with particular consequences.

The exam tests deployment, not recitation. Bring the doctrinal map. Bring the phronēsis* the year was meant to train.

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