[Music] hey y Professor Tracy back with another contracts video and this one is about breach of contract so in the last lesson we were looking at establishing the terms of the contract and what those terms mean and we said that that's important because we don't know what the parties are supposed to do unless we know what exactly are are the agreed upon terms of the of the agreement and what those terms mean right so that's the way we know what it is what duties the parties had what obligations they have to one another and once we have that nailed down we can then determine whether or not they've breached whether or not they've fulfilled the obligations the duties they have under the contract so what we're going to look at today is what does it mean that somebody breaches a contract and are all breaches the same and we'll see the answer to that spoilers is no but why is that and what what is the what makes the difference and what's the difference in the effect of the various kinds of breaches so let's hop to it so as we're looking at this material we're going to distinguish between the three types of breaches there you'll see there's a partial breach a material breach and what's called a total breach then we're going to look at materiality so we'll see that on the front end if we have a breach we need to decide is it material or does it appear that it's only partial and we'll see kind of how all these different types of breaches fit together analytically and we'll talk about the concept of curing a breach and the discharge of a Duty the or the Fulfillment of a Duty we remember way back at the beginning of all this material we talked about how a con contract creates legal duties that each party has a duty to the o to the other party both the contract creates both rights and duties so and then we'll touch briefly not in great detail but we'll touch briefly on how the UCC talks about breach and what's called the perfect tender rule so that'll be just a brief sort of uh aside at the end of this lesson so well that means we should start here with what we're going to focus on which is the common law and how breach is dealt with in common law contracts so keep in mind uh I know you know this at this point but if we're under the common law that means we have a contract that is either about real estate or it's about the provision of services so here let's look here at an example that we're going to use as we work through the common law and and how it deals with breach so we've got Bob we've got Barb not in their traditional colors hopefully it's not confusing and Bob says Barb long time no see not long enough a come on now you know you missed me I just want to know if I can mow your lawn for $20 oh is that what the kids call it these days seriously Barb I need $20 really okay then sure I'll pay you 20 I'll pay you $20 to M myON so this is just a basic reminder right that if we have the promise from Bob to Barb that that creates here a assuming the con it's a legally enforcable promise a contractual promise then that promise creates a Duty in Bob and we call Bob the obligor he has a Duty or an obligation so he's the obligor to of This Promise he is obligated to mow bar Barb's lawn and she is the obligate the person to whom that obligation or duty is owed and Barb has a right to have that her lawn mode because it's it is a contractual promise because it is part of an exchange right that so we can say Barb made a promise back which is to pay Bob $20 and so there we can we it flips right with that promise we know or obligation that's been created there that barb has an obligation or duty to pay Bob the $20 and he is the oblig of that Duty or obligation and he has a right to receive that $20 so that's a reminder about how this breaks down because it's important to remember that at bottom a breach is somebody failing to fulfill the duty or obligation they have under the agreement and so here this is key is like every nonperformance is a breach so every failure to fulfill the terms of the promise or the obligation the duty is a breach regardless of how significant or insignificant it is but some of these non-performances some of these breaches are what we call partial they're only partial breaches and for that to be true what we mean is that the breaching party has substantially performed which is a term of art that is a legal term to say that somebody substantially performed is sort of the flip side of partial breach right to say they substantially performs means they didn't perfectly perform so they partially breached or another way to say it is if somebody partially breaches that means they substantially perform so those two terms are two sides of the same coin but it's important to know then if the if the breaching party has substantially performed then we can say well any breach they had was partial and also that what we mean by that is it's a small deficiency right that it is not typically in a situation where we say that Precision is not critical you might say why the caveat well sometimes there are circumstances where a small deficiency has a large effect because Precision is critical so if it's if you're talking about tuning a car tuning an engine and you you crank something even just a few degrees more than it's supposed to and timing's off or what have you it can mess up the engine entirely or if you are adjusting something like a a giant space telescope and it's off by a small uh you know fraction of a degree well because it's looking out over over such a huge distance that's going to equate to it being way off from where it's supposed to be Precision is required in those kinds of situations and so even though it would be a small deficiency it would be material because of the its fact but here we're saying if it's for to be partial then it's a it's a small deficiency and precision was not critical so with the breaching party again keep in mind we have a partial breach if the breaching party substantially performs meaning any failure to perform is is small or largely insignificant precisions not required with the non- breaching party the party that is injured by the breach the grieved party they are if the results of a partial breach is that they are not relieved of performance the contract continues on there's been a breach it's only partial but the that the non-breaching party must continue to perform it is not relieved of its contract duties and the non- breaching party however can still sue for damages for a partial breach right because every nonperformance is a breach no matter how trivial or insignificant it can be sued on so it can be sued on But realize if it's a partial breach the damages may not be very significant that doesn't mean it's not worth suing on it maybe but it would be worth looking at to see if it makes sense and so if we look this remember this is where we were with Barb and Bob in our example and we set out what are the rights and duties of each of them and here if Bob gets sets out and he is mowing the the lawn here then we can say well he's left this little bit unfinished of Barb's lawn and he comes back to her and says and I'm done time to pay the bobster that was quick let me check it out so Barb goes and checks out the lawn comes back and says pretty good but you quit you quit before you did the last little bit of the lawn yeah it's too hot I'm spent you're getting what you're getting pay up so if we look at this and say did Bob substantially perform did he substantially perform or not right because we need to know is this a partial breach or we'll see we need to decide is it partial or is it material and here we can say yeah he largely did performed what he promised to do in the agreement he left a little bit un undone but he largely did is he in breach though right you're saying he substantially performed and we said the flip side of that is there's a partial breach so yes he did breach there is a breach here and no matter how trivial any nonperformance is a breach and here we need to know is it material right that's what the question's asking here partial versus material the restatement gives gives us these materiality factors which we can use to guide us in determining these are factors right they're not elements so we are looking at we don't need every one of them but we're looking at them and weighing them out and saying unbalance does it look like it's material or does it look like it's partial and number one here is one of probably the most obvious one but also the probably the most important which is how much of the benefit that the non- breaching party here Barb how much of the benefit did she receive in other words how much of what she expected to receive under the contract how much she had a right to under the contract did she actually get and so and then we're looking at the ad what is the adequacy of Damages you might say well why are we looking at that because what we're basically saying here is could we just give a little bit of money to the other party and everything would be fine things would just that would adequately remedy whatever harm has been done and the if that's the case that would tip in favor of saying well maybe it's just a partial breach we can keep carrying on here and uh and throw a little money at this and be done with it and not worry about calling the whole contract off so here the forfeiture now we're flipping right you may think this is odd right like why would we look at this we're now looking at the breaching party so and this reinforces a point that I I haven't said here in this lesson but I I've said in other context which is that remember that just because somebody is a breaching party does not mean they're a horrible bad terrible person that you don't want to think good guys bad guys situation is yes sometimes the breaching party really is a terrible party but other times it's like the person is in a situation they're trying to do the right thing maybe they're unable to because of the circumstances maybe because of being able to get certain you know get the the uh the workers they need or the supplies they need in a timely way or maybe they have a time crunch due to other factors um maybe there are other things that put them in a position where they they're unable to do it or it's just an accident they didn't intend to breach uh and they did is it is it the case that sometimes somebody intentionally breaches absolutely absolutely it is true but a lot of times that is not the case so here in factor three we're looking and we're saying what is there if we were to call this a material breach if we were to call it a material breach what we'll see is that with a material breach that would excuse the non breaching party Barb from having to perform it would say the contract that it it's material or at least we potentially arrive at that situation where at the very least she can would be able to suspend her performance and there's the potential that the whole contract is terminated and the breaching party re receives nothing from the agreement so nothing of what they they believed or expected to receive under the contract and so the concern here is if we call this a material breach are we potentially putting the breaching party in a situation where they may suffer a great forfeiture because they've already uh provided some or all of the prise obviously not all of it but they provided some amount of performance for which they've received nothing back on and they would get none of the benefit of the fruit they expected under the contract that mayor so it's a way of looking and going well would it make sense to say it's a material breach or would it make more sense to say well maybe this would be better to say it's just a partial breach and the contract would carry on because we said in that context the non- breaching party Barb would still have to carry on her performance and the likelihood of a cure we're looking and saying well How likely is it that the breaching party would fix this would they remedy the breach that has occurred How likely are they to fix it or are they either unable or unwilling to cure the breach because if they are then we're much more likely to say it's material and likely if if they are unable or unwilling to then it's probably what we'll see a total breach so also then we're looking which is something we don't often do in contracts which is we're looking here at the fault of the party right like are they acting in good faith or and are they or not when they breached and so there were getting at is are they culpable right was this something they did intentionally or were they acting in good faith trying to fulfill the terms of the agreement and they were unable to do it so how culpable are they and the more the more we would look and go it appears there they did this with some amount of bad faith either intentionally or some sort of indifference then we would be saying well that tips more in favor of calling material and keep in mind that number five alone the fact that a part's acting bad faith likely if that's the only one you analyze here and go H that that tips in favor of of of material this being a material breach that alone likely would not be enough you would need other factors here that weigh in favor of calling it material so here we're back to our example and we're asking is Bob's breach is fail to mow that little bit of the lawn and yeah was he a little bit sort of like well it is what it is I didn't finish it it was hot uh yes he was and you could say is that acting in good faith no not really but that alone would not be enough for us to say he's acting that this is a material breach because he basically gave Barb most of what she expected the first Factor there that being the the biggest factor and so that weighs heavily of us in favor of us saying this is probably only a partial breach and so does Barb still have to perform does she still she has an obligation to pay does she still have to do that yes if it's only a partial breach then Bob is substantially performed which means that Barbara is not relieved of her duty to pay she still has to pay so here then can she Sue we said yes even with a partial breach because every breach is actionable even if it's trivial even a partial breach is so here yes she can sue how would that work right how would that work in this case realize it may just be we offset that from the amount that she owes assuming every you know and Bob be willing to do that um if she's threatening to sue he may be just willing upfront to set offset it against just say well deduct whatever it costs you to have the job finished from uh what you owe me and certainly that would be the best thing for Barb because it's better for her not to give Bob all the money and then have to you know Sue and try to get money back rather than just deducting it from what she is paying so that she's just keeping money that's easier right so here so we said some breaches are material but some are material right and we've already said that we look at this materiality factors well how do we know that and sort of what is the effect of that so A material breach is a failure to substantially perform whereas with a partial breach we said the part the breaching party has substantially performed that's not the case with material breach that's probably obvious but it needs to be stated and unlike with a partial breach where any deviation was insignificant here it significantly deviates from what was promised such that you are giving you are not giving the other party the non- breaching party the injured party or greed party you're not giving them a big chunk of what they expected and so the effect of that is what the non breaching party May suspend their performance until the breach is cured or it becomes a total breach so if you look at these factors and you you see the breach and you go I think this is not a partial breach I think it's a material breach then the the non breaching party can suspend their performance meaning I'm going to hold off on performing they're not terminating the contract at this point they're just suspending their performance and then they're giving an opportunity to the other party to the breaching party to to either cure or to to double down on their breach and say I'm either refusing to cure the breach or I am unable to even if I wanted to and therefore we'll see it ripens into what's called a total breach the other effect is of course because it's a breach damages can be sought because every breach no matter how significant can is actionable and damage is can be saw so if we go here and Bob instead of him doing most of what the lawn here he just does a small chunk of it and so he leaves a huge amount of it unfinished and now Bob says well finally done I'm wiped out show me the money Barb with my mind on my money and my money on my mind really Bob I'm going to go take a peak of the lawn so Barb looks at the lawn and comes back what you call that mowing the lawn you barely touched it so did Bob substantially perform it does not appear so right he significantly deviated from what he promised and from what Barb expected to receive under the agreement and so is Bob in breach yeah and we could have said that up front because he remember any deviation from what was promised would be a bre breach and so here any non-performance this is a breach but is it material or is it partial then to know that we look back at our factors and say what's the amount of the benefit not received by the non that that being one of the most important factors and here there's a big part of it right a big part of what Barb expected to receive she's not receiving so we would say well it's pretty significant what would be the adequacy of Damages here and keep in mind it's like well we very often give people money as a way to remedy a breach but the question is here like if we just threw some money at Barb would that fix it maybe but probably not in and of itself right like it's the kind of thing where she would need she needs this the the lawn mode so she'd have to get another party to do it and then find out what you know okay how much more did it cost her to get the job repaired and finished and and then we would know what her damages are so are ultimately your damages going to be fine sure but are they enough for us to just say well throw in some money at it and just continuing on and having Barb pay the $20 that here makes sense probably not right it's not that kind of situation and then what kind of forfeiture be suffered by the breaching party some amount of forfeiture for sure right like he did work but not very much so here it's the answer is would there be a forfeiture would he get anything under the agreement know but on the other hand he really didn't rely on the agreement that much because he didn't do that much work in Reliance on it so it's like yeah some amount of forfeiture but is it enough probably not what's the likelihood of cure we don't know yet we have he hasn't said expressed you know Barb hasn't sort of confronted him yet and said hey this isn't this isn't okay what are you going to do because at that point he sort of got a choice right is he likely to cure or not we don't know with our facts yet and is he acting in good faith no he's not he appears that he was just done but again it would be helpful to know a little more about the context and we'll see more in a second but here it appears to be material especially based on the first couple of factors does Barb have to pay no if it's material remember Barb could suspend her performance and then wait right sit back and say I'm giving you an opportunity Bob to either cure or if you're unable or unwilling to cure then it this will ripen into a total breach and my rights under the contract will change and this is how you want to think about it right because if what we're talking about if we look at those factors and we've have looked at them and gone it's a material breach then here we've said the non- breaching party May suspend performance give a chance for the breaching party to cure to cure okay and then one of two things is going to happen either they will cure and realize there's even if it's cured there would have been a breach of some kind and so is the performance ever going to be cured to Perfection no it can't be but it may be that either most of the damages are gone but it would it would turn it into just a partial breach right because a breach did Ure it did occur a cured haha uh but there is a partial it it would still be that there was a breach and it may even be just the time delay caused by the breach and then the need to go back and cure it is part of the problem but there's going to be some amount of a partial breach whether it's there's much damag is there or not would depend on the facts and the circumstances and we'd have to look at it on the other hand if the breach party says no I refuse to perform then this is key because at that point the non- breaching party the injured party the agreed party May terminate the agreement May terminate the contract not to suspend their performance they have a right to terminate it so the contract is done it's gone it's terminated they can walk away from it and if they want without any liability we say walk away I mean walk away incurring no liability and they can sue for damages if they want if they want you're never obligated to Sue and also when I say with no liability I mean further walking away from the agreement there could be something else that occurred in the course of the agreement for which they are liable um because sometimes both parties are not par you know one while one party materially breached and then refus to cure that breach the other party may have breached in some way as well um or there may be you know some action for restitution that the breaching party could bring because they proferred some amount of performance already to the BR to the non-breaching party um so they may have some liability just not for walking away from the agreement so here in this case if we call it material then can Barb sou yes regardless of whether Bob cures and it becomes a partial breach or whether or not it write or it ripens into a total breach she would be able to Sue either way she could sue for any damages that she suffered so if we go back to our example with Bob and Barb and the lawn mowing here and here remember Barb went checked out the lawn came back and said what you call that mowing the lawn and you barely touched it and so there's this moment of decision that Bob has right it's at this point she's highlighting for him the deficiency in the in in his performance remember there are two paths here he could go right we had a chart where we said he could cure or he cannot or will not cure right he could refuse to cure or and be in a position where he's just unable to for instance if the if the breach is that person is late in their performance well either if time is of the essence because there's a time is of the essence clause in the agreement or that it's just plain that it needed to be done by a particular date and that time has passed well you can't cure that right like you cannot turn back time right there are plenty of songs that tell us right Sher has told this and others uh we can't turn back time so you know uh because of that then you can't right even that's not that's a I cannot cure situation so it's going to go to become a total breach so this is it right this maps on to this same thing right those are the two paths up there right it's a material breach and then there's Bob can choose to cure or Bob can say no way Jose and it would ripen into a total breach and so if he takes path one and he chooses to cure the breach then he says this you're right Barb I'm tired but I can finish the job we we agreed to and so here he finishes the the lawn mowing job right see he finishes his job and we celebrate Bob's greatness here uh that he is such a great guy that he has remedied the problem he's cured the problem here Bob thanks for doing the right thing but you still owe me for the damages you caused so that's just a highlight I'm not you know I'm not trying to make Bart particularly mean and you know it seems a little you know after we just celebrated how great and honorable Bob is it seems a little jarring but let it be said that remember even if it's cured it would still be considered a partial breach so if there are damages that barb has from this this delay in finishing the lawn and this breach then she would be able to Sue and get those damages so here did he substantially perform the answer is now yes right after we're asking here after he cures did he substantially performed yes right because it's now a partial breach he cured it it's a partial breach is Bob in breach he is right there's still this partial breach for whatever it is is it material it would not be it's been cured right so it's only partial um so does Barb have to pay this is key to understand remember when it was material she could suspect suspend her performance and wait she suspends her performance waits for Bob to either cure or to say I'm not I cannot or I will not cure and it becomes total here he's cured at that point he he has substantially performed it's only a partial breach and we look at it through that lens of does Barb have to pay yes she can she now has to continue on with her performance so it he has substantially performed can she Sue yes and pay for whatever the damages are which are unclear in this example and there may be none if there are none it's like yes hypothetically she could but there really are none um so what if the opposite happens Barb comes back what you call that mowing the lawn you barely touched it and again we have this moment of decision we said that there are two paths in the wood right that you can either cure or you cannot or you can refuse to cure or be unable to cure and that maps onto our chart here and so in this case when we're looking at it we can say what effect does that have uh but we need to know what is resp so if he chooses path to path one was I'm going to cure and he did the right thing and we celebrated with lots of stars and claps and here uh or saying well what if he refuses or he's unable to and here he's refusing right yeah well is what it is I've got other stuff to do sorry about that just pay me the $20 okay did Bob substantially perform no right no we already said remember we're starting this part of our our analysis with he was already in material breach which allowed Barb to suspend her performance to give Bob an opportunity to cure and either he's going to do that or he's going to refuse to do it or be unable to do it here he's refusing to do it and so he was a material breach and if he was a material breach he didn't substanti so he wa we had already said he didn't substantially perform and that's still the case because he didn't cure it he didn't cure it in fact he's made it worse is he in breach yes he's now in total breach the material breach has ripened into a total breach because of his refusal his refusal to cure the breach here is it material not it's not just material it's total right it's total so it's a total breach which means what does she have to pay no in this case with a total breach keep in mind what the outcome is not only it with a material breach we said Barb suspens her performance and it gives Bob the opportunity either cure or not cure with now she gave that opportunity Bob refused to actually seize on that opportunity make good on it so it's a total breach that excuses that then says what she doesn't have to pay she's excused she can terminate the agreement right it excuses her performance she can per terminate the contract walk away without any liability for walking away it's not a breach for her to say I'm not going to perform my duty can she Sue absolutely absolutely it's actionable here and of course it is right so here so that's total breach that's so we looked at partial breach we looked at what how the a partial breach a material breach so remember what you want to think analytically here we're looking at a breach occurs and then we're asking we're looking at those five restatement factors and going do we call this a partial breach or material breach if it's partial then we just go oh it's a partial breach the part that means the breaching party substantially performed and that means the non- breaching party has to carry on they're not excused from performing everything carries on but there's still a breach and that can be sued on so there's still some harm from that partial breach but if we look at those five factors and go that breach isn't partial it's material that's when we go to our charts that we were just looking at and going okay it's a material breach that means the non- breaching party can suspend their performance and that and give time for the other party to cure and either they are going to cure or they're going to refuse or they're unable to and if they refuse they're unable to that becomes a total breach if they cure then they they're able to to ameliorate or mitigate the breach such that it is now only a partial breach and we treat it under that right it's a partial breach and things basically carry on so but I want to touch briefly here before we go to the UCC to look at this idea of just the discharge of a contract Duty and the different ways that it might be discharged because breach figures into this right one way a duty is discharged we just saw which was a total breach if the if the breaching party had committed a material breach and refused to cure it then that total breach discharges the duties of the non- breaching party so obviously the most the the perfect way the way we would love for every contract duty to be discharged is by the full performance of the party that has that Duty that's kind of obvious the other thing we'll see is if you if the other party rejects your tender of performance so if you whether you're under the common law well and we'll see how the uccc works but under the common law if you show up for instance if Bob were to show up to mow Barb's lawn and she refuses to allow him to carry out that performance then she's rejecting the tender of performance that would discharge Bob from having to perform the parties themselves uh as we've seen in some of the previous lessons much earlier um that the parties can modify they can have a mutual recision or agreed to discharge the party discharge each other from their duties so basically an agreed upon recision of the contract then you could have something we've looked over the last several weeks at defenses and excuses and how those May discharge a party from their Duty under the contract then we're going to talk about this in more detail later but a condition the nonoccurrence of that condition may excuse a party from uh having to perform or depending on how the condition operates it could be that the occurrence of that condition is excuses the party from having to perform and then of of course what we just said a total breach or also repudiation which we're going to look at very shortly um in the next lesson we'll look at what's called anticipatory repudiation and the key thing to just know there is breach it we call something a breach when the time of performance has come and the party does not perform as promised so that or doesn't perform at all the time of performance comes and goes and they don't perform or don't perform as agreed that's a breach a repudiation is prior to the time of performance right after formation but prior to when performance is due the uh the party says to they say I am not going to perform or I am not going to perform as agreed and that could be a repudiation right that could be a reputation but the part of the difference here is one of timing and we'll talk more about that so let's look briefly at the Uniform Commercial Code and how it deals with breach and I don't have as much detail here because this is often captured in other courses in much more detail than I'm going to do in videos that are aimed at basically a first year contracts class and as opposed to a sales course like an Article 2 course or some sort of straightup commercial law course where you might be covering something like articles 2 and N but here here just a basic introduction to this is you want to think of any anytime we're Under the UCC you want to think we've got a seller of goods and a buyer of goods remember that the uccc Article 2 applies to contracts for the sale of goods and goods are Mo Goods they movable property at the time they are identified with the contract and so what so that's where we are and so here my heading is saying what if it's the seller who's the party is the party that has some sort of non-performance so that could be the the the the most sort of egregious so to speak would be they just don't deliver the goods at all so they whatever the promised goods are they never deliver them right so that but you realize there could be other things that are nonperformance which is they deliver Goods that are what we say are nonconforming meaning they don't meet what was promised the specifications of the goods that were promised could be in number and quality and whatever other thing uh it was specified in the agreement it doesn't meet conform to what was promised um and here if we just assume the goods aren't delivered what's the what are the buyer respon resp here they could sue for breach and seek damages right that would be the most obvious thing if the goods are never delivered at all then the buyer can just sue for breach and seek damages straight up okay because the goods just were never delivered there were no Goods if we say they're never delivered then straight up they can sue for breach seek damages what if they fail to make a perfect tender if they fail to make a perfect tender that's what I was getting at that they are delivering Goods but they may not be timely they may not be in the right number they may not be the right quality they may not be the right thing right they they give a different model of something or they deliver uh crates of oranges and some of them are rotten or moldy um and but there's a right to cure similar to the common law but here it it's you know laid out in the provisions of the UCC there is a an absolute write the Cure depending on the timing of how much time is left for performance so in the case of these are non-conforming Goods right they they are delivering Goods they're non-conforming how does this work well this is where the perfect tender rule comes up because unlike the common law the UCC says every breach no matter how insignificant is material right it treats every breach as if it's material and so they that means you have this possibility the buyer could say they have that the the UCC says the buyer can reject all the goods that were tendered even the conforming Goods if any of them are non-conforming so they can reject all of them but they have to give a chance to cure assuming that there is still time left right or assuming here there is just there would be a chance to cure we'll look at the other the timing issue in just a second there there would be a chance to cure they reject all the goods seller has a chance to cure but they can sue for breach so they could accept all the goods right they could accept them all they give a chance to cure if they're not cure they sue for breach right so they could accept them and go even though they're not completely you I'll take all of them or delivered but you can fix whatever remedy you know every remedy you have uh to cure this right which could just be they knock money off the price and go this will cure it so because you're accepting them the other thing they can do is if some are conforming and some are unconforming you could accept in part reject in part and again seller has a chance to cure and then if they're not cured you can sue for breef the timing of this is is important so it's what about if the seller repudiates ahead of performance um here that would just be like yeah we treat it the same as we treat it under uh not delivering the goods at all is just well you can terminate the contract Su for breach so let me say something because uh that I don't think I laid out here in as much detail as I wanted to so back here when we're looking at the perfect tender rule which is giving these options of the buyer response one of the things when we talk about the chance to cure Under the UCC the timing of it is important which is if the time for performance the date by which performance is supposed to be concluded like say they're supposed to deliver the goods by say the end of April and and let's well let's just pick a date let's say April 28th they're supposed to deliver the goods and these goods are delivered a week before that say the 21st and so there's still a week left by which performance could be done then there's an absolute right of the seller to cure that chance to cure is absolute and then in terms of what if they the time for performance has already passed well they still the seller still has a right to perform if if they they have a reasonable Bel that a cure will will satisfy them right if if well really what we have in view is like if say they try to cure and the Cure is not acceptable it still doesn't fix the problem then we'd say and now now the time for performance has come is done you the date of performance has come then the question is do they get another bite at the Apple a second chance and the answer is yes assuming their their belief that the second tender of goods would be acceptable to the buyer was reasonable that that was a reasonable Bel but if it was then they do get yet another chance to cure right so they get another chance to fix the problem now what if the buyer has looked at the goods accepted the goods right chosen one of these options like two or three accepted them and is now revoking their revoking their acceptance is saying look I now realize they're defective in some way and in that case we have to look and say well you don't necessarily have you're revoking this the time has come and gone I've had these Goods they may or may not be able to cure in that case you have to look in at at whether or not um again sort of at the the belief about the acceptability of the goods that were delivered and so here let's look flip this over and look at what we were looking at the sellers side what about the buyer right so the seller is delivering Goods the the the buyer is is obviously paying for those goods and so what if what about if the breach is on the buyer's side so wrongful rejection what do we need by that it means that the seller provides Goods they're timely they're of the right quality and quantity and they're conforming Goods right they conform to the contract and the buyer refuses them that's wrongful rejection so what happens then well in that case they can just sue for breach and seek damages what if they fail to pay that would be the other way a buyer a buyer doesn't perform right they just say n I'm not going to do it again they can what sue for breach and seek damages so it's not as complicated what if they repudiate on the front end what can they do they can terminate the contract super breach seek damages same thing so all those are the same um the the tricky side is really the other side right where the seller is breaching because the UC is desperate for the parties to try to work it out without resorting to court so they want so built in is a very strong recognition of a right to cure and so that's it I I hope that was helpful uh there will be more to say as I said the next lesson will be on anticipatory repudiation I hope studies are going well and I will see you very soon