This chart is designed to walk you through the steps to determine if a contract has been breach and by whom. A few things to keep in mind:
- You need to know the law regarding materiality of breach.
Under the UCC, this is governed by UCC §§ 2-601, 2-703, and 2-711. Under the common law, this is governed by Restatement (Second) of Contracts, § 241.
- You need to know the rules regarding adequate assurance of due performance.
Under the UCC, this is governed by UCC § 2-609. Under the common law, this is governed by Restatement (Second) of Contracts, § 251. The rules are similar, except that the UCC requires that the request be in writing and requires a response no later than 30 days.
- You need to know the rules regarding cure of breach.
Under the UCC, this is governed by UCC § 2-508. Under the common law, this is governed by Restatement (Second) of Contracts, §§ 240-243.
If you are unclear about these rules, please review our flow charts on materiality of breach, adequate assurance, and cure of breach. You can also review our Breach & Repudiation video and lecture slides.