Faculty Journal Articles and Book Chapters
ORCID (Links to author’s additional scholarship at ORCID.org)
Abstract
Parties to a contract sometimes invoke divisibility arguments in an attempt to recharacterize the contract as being two or more separate contracts. This is often done in order to limit the justified non-performance consequences of a breach of contract on their part. This short article considers the often-overlooked symmetrical possibility of a non-breaching party attempting to recharacterize two or more facially separate but closely related contracts as a single contract, expanding the scope of their justified non-performance rights after one contract is breached. I describe two complementary arguments justifying such a single-contract recharacterization of the relationship as the "reverse divisibility" and "subsequent modification" arguments. Under some circumstances, they have substantial merit and may prove advantageous to the person asserting them.
Publication Title
Wake Forest Law Review
Document Type
Article
Keywords
Contracts, Contract law, Commercial law
Recommended Citation
Gregory S. Crespi, "Reverse Divisibility" and "Subsequent Modification": Expanding the Scope of Justified Non-Performance in Multiple Contract Situations, 14 Wake Forest L. Rev. 92 (2024)
