6. Definition of "restitution"?

Equitable remedy whereby party does or commences work under a contract, then the payer changes mind and ends contract, working party can bring claim
Equitable remedy whereby ct will award innocent party a sum reflecting what he might have obtained had D not acted unjustly (Wrotham Park Estate)
Equitable remedy whereby party in receipt of money fails to even begin to perform any of the obligations in the contract, payer can bring claim to recover the money already paid
In exceptional cases, ct can award all financial benefits obtained by D, where C has suffered no loss but seen as equitable to do so (Blake)

7. What is the best synthesis of remoteness rules in breach of contract?

Loss of a kind within reasonable contemplation of parties at time contract made as not unlikely to result from circs reasonably known to parties, or if more appropriate, loss of kind for which C prob assumed responsibility
Liable for all harm resulting of same type as that envisaged as serious possibility
Should now always view remoteness through lens of ‘assumption of responsibility’ (i.e. “for what kind of loss would he reasonably be taken to have accepted liability?”
Natural consequences of breach OR reasonably supposed to be in contemplation of parties at time contract made as probable result of special circs known to them

Generally 0 for injured feelings (Addis), but one exception = when object of the contract is to afford pleasure (Jarvis v Swan’s Tours, where amount awarded was double that paid for holiday)
Can recover expenditure wasted because of breach, but only when clear what profit/gain would be (Anglia TV)
If DIV or COC inappropriate (e.g. out of proportion to actual loss) can claim for ‘Consumer Surplus’, i.e. subjective notion of improvement in amenity (Ruxley)
When assessing damages on an "expectation loss" basis, if defective goods then difference in value (DIV), if defective services then cost of cure (COC)

Expectation of low noise from airport being dashed (Farley)
Injured feelings (Addis)
Mental distress & disappointment where contract for ‘pleasure, entertainment, enjoyment or peace of mind’, eg. booking holiday and not getting it (Jarvis v Swan’s Tours)
Lost opportunity (Chaplin)

Experienced business-people at large companies of equal power should work it out themselves (Watford Electronics)
If serious breach, matter of construction whether E clause covers breach - must be v clearly worded in such cases (Photo productions)
Contra proferentem, i.e. if wording ambiguous, construed against party relying (Houghton)
Can exempt negligence only if "negligence" (or synonym) used or implied, clause doesn't imply strict liability, & accords with intention & relative power of both parties (Canadian Steamship; Monarch)

Compensation for breach may not be only legitimate interest of innocent party
Where looking at subsequent events can provide valuable evidence for what was reasonably expected to be the loss at time of contract
Contract negotiated between properly advised parties of comparable negotiating power (thus parties presumed to be best judges of their interests)
Commercial context

Goods fit description, satisfactory quality & reasonable fitness for buyer’s purpose
Right to return goods, goods fit description & reasonable fitness for buyer’s purpose
Reasonable price, goods fit description & satisfactory quality.
Reasonable fitness for buyer’s purpose, satisfactory quality & personal injury

To award the innocent party a sum reflecting what he might have obtained had defendant not acted unjustly
To restore claimant to the position that it would have been in had the contract not been entered into (Livingstone v Rawyards Coal)
To put parties into position would have been had contract been performed (Robinson)
To award the innocent party all financial benefits obtained by defendant, where claimant has suffered no loss but seen as equitable to do so (Blake)

Agent will not bind principal when acting outside of authority, unless principal ratifies
Where no authority, 3rd party can sue agent for breach of warranty of authority, i.e. agent’s unilateral contract saying has the authority of the principal
If apparent authority, 3rd party contracts with the agent, and agent can sue on behalf of principal
Agent will bind principal when acting with authority (of either kind)

Equitable (i.e. discretionary) court order requiring party to perform contractual obligations, & failure to comply = (civil) contempt of court
Equitable remedy whereby court will award innocent party a sum reflecting what he might have obtained had D not acted unjustly
Equitable remedy in which a court orders a party to perform, or refrain from performing, a particular (non-contractual) act
Common law remedy where prior to breaching can declare plan to breach in the future

Onus on C to show mitigated loss before claiming
Reasonable steps to ensure losses kept to minimum (British Westinghouse)
If only cause of action = negligent breach of contract -> C’s damages may be reduced on the basis of his contributory negligence (Law Reform (Contributory Negligence) Act 1945)
Damages generally assessed by reference to time of breach, except where does not reflect loss suffered (Golden Victory)

Inducement to agree exemption clause? / Could customer have contracted with someone else and not accept exemption clause?
Whether insurance was possible
Relative strength of parties’ positions
Whether customer knew, or ought to know, of existence of exemption clause

If innominate, condition if breach deprived innocent party of whole benefit of contract (Hong Kong Fir Shipping)
Breach of warranty gives the innocent party the right to terminate but not receive damages
If condition, innocent party has right to terminate future performance of obligations, in addition to damages
Condition presumed if word ‘condition’ used, but can be rebutted (Schuler)

Can be SD even if difficult / impossible to pre-estimate
Amount far beyond what could reasonably be proved to result from breach -> penalty
If breach is only not paying a sum of money, then if amount in clause > amount which ought to have been paid -> specified damages
If a single lump sum is to be paid on happening of one or more of several events, some of which may cause serious and some minor damage -> rebuttable presumption of penalty