Topic: Miners, Consumer Protections (UCC), and Pre-orders - page 4. (Read 6849 times)

I have got a spare btc lying around to start a fighting fund to follow this through !!!!

Honestly I think we cant raise 10-20 btc to get BFL to be held to account ...We not only have Xian but also another user who was dealt with in the same way

I also would love to hear the finale to this question.  I assume you proposed it in an offer to answer it in a "theoretical" academic perspective. woo

How much would you need to start this process of taking widgetco to task over this breach

I don't understand what you mean by non-breach reasons.  There are some affirmative defenses to a claim for a breach of contract, but none of them apply on the facts of my example.

Total Respect on that point of too close to legal advise.  (btw I've seen that signature before ^ ^)  The crust of my question falls to, does a seller have no right to terminate for non-breach reasons after funds are received? Is there a circumstance where they could?  If it's too much to ask for a personal opinion for your safety error on the side of caution, not constituting legal advise, but admired opinion.


Btw I might devil advocate but all honest contribution is truly respected


I'm trying (perhaps feebly) to distill this convo into a summary to put in the starting post.  I'm hoping for some definitive answers that buyers can view the commentary on. your only the admitted lawyer I've encountered on this thread.

The issue of whether Widgetco likes MSantori is not relevant to the contract analysis.  The relevant issue is whether WidgetCo performed or not. This is governed by the concept of anticipatory repudiation: When the party obligated to perform under the contract unequivocally manifests an intent not to perform a future obligation, that party breaches the contract.  Or, as wikipedia (yeah, we use that sometimes) puts it: "a declaration by the promising party to a contract, that he or she does not intend to live up to his or her obligations under the contract."

Unilaterally cancelling and refusing to ship an order is a great example.

I typically happy to give some very general legal principles on this forum for warm fuzzies, and occasionally a kind soul will send an anonymous BTC donation to my public wallet address. But pulling case law comes a little too close to legal advice, which I can't really give without a more formal engagement. Bummer

In any event, this is a very fundamental point of contract law: it is a failure to perform resulting in breach of a material term of the agreement,  and expectancy damages.

Excellent point.

Your fact pattern is a good first approximation. (The difference is that In the case of BFL, it is also the manufacturer of the goods.)

I also agree that "if a widget now costs $200, then the measure of MSantori's expectency damages is at least $200."

Earlier, some members asked for caselaw (authorities) on these points. Would you be able to refer them to cases where such damages were awarded for the seller simply "cancelling" the order o the buyer?

Widgetco can choose not to do further business with them (providing they do not violate any discrimination laws). But they cannot choose to unwind previous business protected by contract on a whim.  

How would the reason for non-delivery be "non-breach"? Failure to deliver is a breach of the contract, there must be some mitigating circumstance to that failure for there to not be a breach.

A fact pattern that illustrates the need for sales contracts to remain intact:

I run GoldBuyer Co. I offer to sell people gold for $10 below spot price and I guarantee delivery of gold within 3 weeks. The customer pays the full amount at the time of purchase. I actually only buy the gold 4 days before I deliver it.
My business model is as follows:
If at the time I purchase the gold the spot price for gold is higher than the amount paid by the customer, I dissolve the contract and give them a refund. I make money on 16 days of deposit interest.
If at the time I purchase the gold the spot price for gold is lower than the amount paid by the customer, I fulfill the order and ship the customer their gold. I pocket the difference between the spot price and the price the customer paid for the gold. I also make interest on 16 days of deposit.

If sellers can unwind any contract they choose citing only that they don't like the customer, bad things happen.

did that

"Termination" occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach.

"Pursuant to a power created by agreement or law". There is no power created by the contract that Xian agreed to that allows BFL to unilaterally dissolve it. There has yet been no law cited which grants BFL a unilateral right to dissolve the contract rather than fulfill it's terms.

Also, please see the fact pattern put forth by MSantori. Furthermore, MSantori claims a law degree and a passing score on the bar exam of the state of New York. (may the great flying spaghetti monster have mercy on his soul).

OK I get this, if Widgetco terminates with an explicit reason of non-delivery.  What if Widgetco has a thousand orders and tells 1 we don't want to do business with you for non-breach reasons? That's not an expression of intent not to deliver (repudiation) but an expression of a desire not to do business with an individual.  (scroll up I posted some law).   Is there a difference?   How does that affect pursuit? What cases has this happened within previously?

This got glossed over a bit.  Especially concerning (3) .   Doesn't this trump our contention of the previous point.  Sorry I post so much stuff, but I'm a fast typist and am trying to distill this in the face of confusion.

So it is a "specific provision as to time" not a "provision as to a specific time". I don't know how I missed that. /slaps forehead
Now that makes a lot more sense. 

This thread has really taken off since I last posted!  There is a lot of information in this thread, some of it correct.

I think the best way to explain the BFL situation from a legal perspective is by using a fact pattern (lawyers love fact patterns).

MSantori buys a widget from Widgetco for $100. Widgetco's website says: "We don't know when you'll get your widget, but we promise we'll ship widgets when we receive them from the manufacturer, and in the order in which we sold them. All sales are final."

If, a month after purchase, Widgetco refuses to ship its widget to MSantori, and instead "cancel's" MSantori's order by refunding him his $100, then Widgetco is in breach of a material term of the contract.  MSantori's was probably not a contract "absent a specific time provision" There was a specific provision as to time: "when we receive them from the manufacturer, and in the order in which we sold them."

WidgetCo would be liable to MSantori for his "expectancy damages": the value that MSantori would have realized but for the breach.  What would MSantori have if not for Widgetco's breach?  At the very least, he'd have a widget.  How can MSantori get a widget now?  Well, if a widget now costs $300, then the measure of MSantori's expectency damages is at least $200.

Next up: What else can MSantori get besides the $200?  Can he also get the value of all of the money he would have made from the widget?


edit: clarified damages

My biggest thing here is you are willing to propose optimistic opinion, please offer case citation.  If your a lawyer, this is not even an after thought.  If you are not this is a due responsibility to offer hope to a person seeking pursuit under these regulations.

Please break this down (I claim total noob concerning implied "contract of sale" and hope for a layperson digestible explanation)

You yourself cited the law in this respect (see section (2)).

Is there a citation to this effect? I don't oppose you on this. I just would love to see the verifiable court opinion.  As a buyer I truly hope you to be correct, but I'm hesitant/unwilling to pursue based on conjecture.. .granted the discussion has been primarily conjecture, but in optimistic pursuit, I'd hope for verification of belief.