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Substantial Performance, Contract Litigation

The traditional rule regarding contracts is that all parties must follow the terms of the contract or agreement precisely. In certain occasions, though, a party may “substantially perfrom” under a contract without being liable for breach of contract.  In the absence of an express provision in a contract requiring precise, literal compliance, substantial compliance of […]

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Special Damages versus General Damages

“Damages” refers to the amount of money a plaintiff may be entitled to as a result of some civil wrong committed by a defendant (e.g., breach of contract, breach of trust, trespass, personal injury, etc.). “General damages” are those that flow as a natural and necessary result of the act complained of, whereas “special damages” […]

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Unjust Enrichment Claims When a Contract Exists

To win on a claim for unjust enrichment, a plaintiff needs to demonstrate that (1) the defendant was enriched by the receipt of a benefit, (2) the enrichment was at the expense of the plaintiff and (3) that it would be unjust to allow the defendant to retain the benefit. Damon v. City of Kansas City, […]

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Arbitration Waivers

Aribtration clauses are becoming increasingly common as a way to more expeditiously resolve disputes that can arise between parties to a contract. With an arbitration, a neutral, third-party arbitrator decides the case, as opposed to a judge or a jury. Many disputes can arise with respect to the enforceability of an arbitration provision (e.g., unconscionability, […]

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Third-Party Beneficiary Contracts

While it may seem counter-intuitive and illogical, it is possible for a third-party to a contract (i.e., a non-signer) to sue one of the parties to the contract for breach of contract. A third party beneficiary to a contract is one who is not privy to a contract or its consideration but who may still […]

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Lost Profits, Income, Consequential Damages

Lost profits, income or revenue often form a major component of a plaintiff’s damages in business disputes, contract disputes and employment disputes. Loss of profits generally means the amount of money a plaintiff would have realized but for the Defendant’s conduct. Meridian Enters. Corp. v. KCBS, Inc., 910 S.W.2d 329, 331 (Mo. Ct. App. 1995). For […]

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Contract Termination, First Material Breach of Contract

Contracts sometimes include provisions allowing one party to terminate a contract if the other party is not living up to its end of the bargain. The termination provision usually allows the party to cancel without further liability if certain circumstances exist (e.g., the goods/services being provided do not meet certain standards or are otherwise insufficient). […]

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Contract Forum Selection Clauses

A forum selection clause in a contract refers to language which requires that when there is a dispute or litigation relating to the contract that it be resolved or litigated in a certain state, county or other “forum.” These clauses are not always upheld by the Courts. Furthermore, there is sometimes uncertainty that arises when there […]

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Promissory Estoppel versus Breach of Contract Claims

Promissory estoppel and breach of contract are generally inconsistent remedies. Promissory estoppel requires that there must have been (1) a promise, (2) on which the party seeking to recover relied to his or her detriment, (3) in a way the person making the promise expected or should have expected, and (4) the reliance resulted in […]

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Attorney Lien Enforcement

Attorneys are not immune from having a client that fails to pay a bill. In Missouri, an attorney must either typically file an independent suit for breach of contract, suit on account, unjust enrichment etc. to recover any unpaid legal services or file a motion to enforce an attorney lien. The latter is much more […]

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