The Breach of Contract Claim Sample Clauses

The Breach of Contract Claim. Plaintiffs’ breach of contract claim is also based entirely upon the same uniform language contained in the RAL applications as the breach of fiduciary duty claim. Plaintiffs’ claim is based upon an allegation of a unilateral contract. [A] unilateral contract results from an exchange of a promise for an act; a bilateral contract results from an exchange of promises. [Citations omitted]. Thus, in a unilateral contract, there is no bargaining process or exchange of promises by parties as in a bilateral contract. [Citation omitted]. [O]nly one party makes an offer (or promise) which invites performance by another, and performance constitutes both acceptance of that offer and consideration. [Citation omitted]. Because a unilateral contract is one in which no promisor receives promise as consideration for his promise, only one party is bound. SouthTrust Bank v. Xxxxxxxx, 775 So. 2d 184,188 (Ala. 2000) (alterations in original; internal quotation marks deleted). Plaintiffs allege that Block promised (or offered) in the above-quoted provision of the RAL application to transmit its customers’ tax (and other) information to a lending institution, for the purpose of enabling a lender to determine whether to extend a RAL, and further promised not to use the customer’s tax information for any other purpose. Plaintiffs allege that this promise (or offer) invited performance by the customer: execution of the RAL application authorizing the release of the customer’s tax information to the lending institution. Plaintiffs further allege that such a performance by the customer constituted both acceptance of Block’s offer and consideration. Plaintiffs contend that Block breached the alleged unilateral contract when it used its customers’ tax information to generate profit for itself, as discussed above — a purpose allegedly prohibited by the unilateral contract. The Court finds that because the Plaintiffs allege the existence of a contract which is unilateral, as opposed to bilateral (a promise for a promise), the merits of this claim can be resolved solely by reference to the uniform provision quoted above in the RAL applications uniformly used by Block. As noted above, the Alabama Supreme Court has held that there is no bargaining process between the parties to a unilateral contract. As such, under the Plaintiffs’ breach of unilateral contract theory, the Court will not need to examine the state of mind of the individual Class members. Therefore, the named Plaintiffs’ brea...
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Related to The Breach of Contract Claim

  • Breach of Contract 4.1 If any party (“Defaulting Party”) breaches any provision of this Agreement, which may cause damages to other parties (“Non-defaulting Party”), the Non-defaulting Party con notify the Defaulting Party in writing, requesting it rectify and correct such a breach of contract; if the Defaulting Party does not take actions which rectify and correct such breach to the satisfaction of the Non-defaulting Party within fifteen (15) days upon the issuance of the written notice, the Non-defaulting Party can take actions pursuant to this Agreement or other measures in accordance with laws in response.

  • NO BREACH OF CONTRACT The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or otherwise bound, except for agreements entered into by and between the Executive and any member of the Group pursuant to applicable law, if any; (ii) that the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his duties hereunder; (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement (other than this) with any other person or entity except for other member(s) of the Group, as the case may be.

  • Damages for Breach of Contract In the event of a breach of this Agreement by either the Corporation, Bank or the Executive resulting in damages to another party to this Agreement, that party may recover from the party breaching the Agreement only those damages as set forth herein. In no event shall any party be entitled to the recovery of attorney's fees or costs.

  • Liability for Breach of Contract 1. If the parties can not continue the performance of this agreement due to either party’s breach, the breaching party shall pay the other party liquidated damages equal to 10% of all amounts payable during the performance of this agreement.

  • Liabilities for Breach of Contract If any Party to this Agreement fails to, according to the provisions of this Agreement, appropriately and fully perform its obligations, such Party shall be liable for breach of contract. Any damages and costs incurred by the non-breaching Party, due to a breach of contract by the breaching Party, shall be paid by the breaching Party to the non-breaching Party.

  • Breach of Agreement Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

  • Breach Liability 7.1 Subject to provisions under Section 4 of this Agreement, Party B and Party C shall jointly and severally indemnify and hold harmless Party A and any of its shareholders, directors, employees, affiliates, agents, successors and trustees from any claim, harm, expenses, indemnities, liabilities, fines or any other loss or damages arising from:

  • Breach of Covenant The Borrower breaches any material covenant or other term or condition of the Subscription Agreement or this Note in any material respect and such breach, if subject to cure, continues for a period of ten (10) business days after written notice to the Borrower from the Holder.

  • Breach of Warranty Any representation or warranty made at any time by any of the Loan Parties herein or by any of the Loan Parties in any other Loan Document, or in any certificate, other instrument or statement furnished pursuant to the provisions hereof or thereof, shall prove to have been false or misleading in any material respect as of the time it was made or furnished;

  • Breach of Representation Any representation or warranty made or deemed made by any Borrower or any Guarantor in this Agreement, any Other Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been misleading in any material respect on the date when made or deemed to have been made;

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