Guide · Contract

Contract Damages: How Courts Make the Injured Party Whole

Type
Guide
Jurisdiction
National
Date
2024-10-01
Topic
Contract

When a contract is broken, American law does not set out to punish the breaching party; it sets out to make the injured party whole by protecting the position promised performance would have produced. This guide explains how courts actually build a damages award, starting from the compensation principle and the three protected interests--expectation, reliance, and restitution--and working through the foreseeability rule of Hadley v. Baxendale, the certainty requirement and the modern fate of the new-business rule, and the Uniform Commercial Code's precise buyer and seller formulas including cover, market differential, and the lost-volume seller's lost-profit measure. It covers liquidated-damages clauses and the penalty bar, the duty to mitigate, the near-total unavailability of punitive damages, the narrow band where specific performance is granted, and the often-decisive question of prejudgment interest and attorney's fees. A step-by-step worked computation shows the doctrines operating together, and a closing section explains why aggregate "award" statistics mislead more often than they inform. Clearly labeled hypotheticals illustrate every measure, and the guide ends with an FAQ and a plain-language disclaimer.

Contract Damages: How Courts Make the Injured Party Whole

Contract > Damages | Published 1 October 2024 - Updated 6 February 2025 | UpLaw - uplaw.us

A broken contract does not automatically produce a big check. It produces a legal question--how much is the promise worth?--that the law answers with a surprisingly disciplined set of rules about foreseeability, certainty, mitigation, and the specific words the parties chose. This guide walks the full computation, from the master principle through the UCC formulas, liquidated damages, equitable remedies, interest, and fees.

Keywords: contract damages, expectation damages, Hadley v. Baxendale, foreseeability, consequential damages, liquidated damages, penalty clause, duty to mitigate, lost profits, new business rule, UCC Article 2, cover, lost-volume seller, specific performance, reliance, restitution, prejudgment interest, attorney's fees, American Rule.

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