350. Introduction to Contract Damages
If you decide that [name of plaintiff] has proved [his/her/nonbinary pronoun/its] claim against [name of defendant] for breach of contract, you also must decide how much money will reasonably compensate [name of plaintiff] for the harm caused by the breach. This compensation is called “damages.” The purpose of such damages is to put [name of plaintiff] in as good a position as [he/she/nonbinary pronoun/it] would have been if [name of defendant] had performed as promised.
To recover damages for any harm, [name of plaintiff] must prove that when the contract was made, both parties knew or could reasonably have foreseen that the harm was likely to occur in the ordinary course of events as result of the breach of the contract.
[Name of plaintiff] also must prove the amount of [his/her/nonbinary pronoun/its] damages according to the following instructions. [He/She/ Nonbinary pronoun/It] does not have to prove the exact amount of damages. You must not speculate or guess in awarding damages.
[Name of plaintiff] claims damages for [identify general damages claimed].
New September 2003; Revised October 2004, December 2010
Directions for Use
This instruction should always be read before any of the following specific damages instructions. (See CACI Nos. 351-360.)
Sources and Authority
- Contract Damages. Civil Code section 3300.
- Damages Must Be Clearly Ascertainable. Civil Code section 3301.
- Damages No Greater Than Benefit of Full Performance. Civil Code section 3358.
- Damages Must Be Reasonable. Civil Code section 3359.
- “An element of a breach of contract cause of action is damages proximately caused by the defendant’s breach. The statutory measure of damages for breach of contract is ‘the amount which will compensate the party aggrieved for all the detriment proximately caused thereby, or which, in the ordinary course of things, would be likely to result therefrom.’ ‘Contract damages seek to approximate the agreed-upon performance. “[I]n the law of contracts the theory is that the party injured by breach should receive as nearly as possible the equivalent of the benefits of performance.” ’ ” (Copenbarger v. Morris Cerullo World Evangelism, Inc. (2018) 29 Cal.App.5th 1, 9 [239 Cal.Rptr.3d 838], internal citations omitted.)
- “This aim can never be exactly attained yet that is the problem the trial court is required to resolve.” (Brandon & Tibbs v. George Kevorkian Accountancy Corp. (1990) 226 Cal.App.3d 442, 455 [277 Cal.Rptr. 40], internal citations omitted.)
- “[D]amages may not exceed the benefit which it would have received had the promisor performed.” (Brandon & Tibbs, supra, 226 Cal.App.3d at p. 468, internal citations omitted.)
- “ ‘The rules of law governing the recovery of damages for breach of contract are very flexible. Their application in the infinite number of situations that arise is beyond question variable and uncertain. Even more than in the case of other rules of law, they must be regarded merely as guides to the court, leaving much to the individual feeling of the court created by the special circumstances of the particular case.’ ” (Brandon & Tibbs, supra, 226 Cal.App.3d at p. 455, internal citation omitted.)
- “Contractual damages are of two types—general damages (sometimes called direct damages) and special damages (sometimes called consequential damages).” (Lewis Jorge Construction Management, Inc. v. Pomona Unified School Dist. (2004) 34 Cal.4th 960, 968 [22 Cal.Rptr.3d 340, 102 P.3d 257].)
- “General damages are often characterized as those that flow directly and necessarily from a breach of contract, or that are a natural result of a breach. Because general damages are a natural and necessary consequence of a contract breach, they are often said to be within the contemplation of the parties, meaning that because their occurrence is sufficiently predictable the parties at the time of contracting are ‘deemed’ to have contemplated them.” (Lewis Jorge Construction Management, Inc., supra, 34 Cal.4th at p. 968, internal citations omitted.)
- “ ‘Contract damages are generally limited to those within the contemplation of the parties when the contract was entered into or at least reasonably foreseeable by them at that time; consequential damages beyond the expectation of the parties are not recoverable. This limitation on available damages serves to encourage contractual relations and commercial activity by enabling parties to estimate in advance the financial risks of their enterprise.’ ‘In contrast, tort damages are awarded to [fully] compensate the victim for [all] injury suffered.’ ” (Erlich v. Menezes (1999) 21 Cal.4th 543, 550 [87 Cal.Rptr.2d 886, 981 P.2d 978], internal citations omitted.)
- “[I]f special circumstances caused some unusual injury, special damages are not recoverable therefor unless the circumstances were known or should have been known to the breaching party at the time he entered into the contract.’ ” (Resort Video, Ltd. v. Laser Video, Inc. (1995) 35 Cal.App.4th 1679, 1697 [42 Cal.Rptr.2d 136], internal citations omitted.)
- “The detriment that is ‘likely to result therefrom’ is that which is foreseeable to the breaching party at the time the contract is entered into.” (Wallis v. Farmers Group, Inc. (1990) 220 Cal.App.3d 718, 737 [269 Cal.Rptr. 299], internal citation omitted.)
- “Where the fact of damages is certain, as here, the amount of damages need not be calculated with absolute certainty. The law requires only that some reasonable basis of computation be used, and the result reached can be a reasonable approximation.” (Acree v. General Motors Acceptance Corp. (2001) 92 Cal.App.4th 385, 398 [112 Cal.Rptr.2d 99], footnotes and internal citations omitted.)
- “Under contract principles, the nonbreaching party is entitled to recover only those damages, including lost future profits, which are ‘proximately caused’ by the specific breach. Or, to put it another way, the breaching party is only liable to place the nonbreaching party in the same position as if the specific breach had not occurred. Or, to phrase it still a third way, the breaching party is only responsible to give the nonbreaching party the benefit of the bargain to the extent the specific breach deprived that party of its bargain.” (Postal Instant Press v. Sealy (1996) 43 Cal.App.4th 1704, 1709 [51 Cal.Rptr.2d 365], internal citations omitted.)
- “[D]amages for mental suffering and emotional distress are generally not recoverable in an action for breach of an ordinary commercial contract in California.” (Erlich, supra, 21 Cal.4th 543 at p. 558, internal citations omitted.)
- “Cases permitting recovery for emotional distress typically involve mental anguish stemming from more personal undertakings the traumatic results of which were unavoidable. Thus, when the express object of the contract is the mental and emotional well-being of one of the contracting parties, the breach of the contract may give rise to damages for mental suffering or emotional distress.” (Erlich, supra, 21 Cal.4th at p. 559, internal citations omitted.)
- “The right to recover damages for emotional distress for breach of mortuary and crematorium contracts has been well established in California for many years.” (Saari v. Jongordon Corp. (1992) 5 Cal.App.4th 797, 803 [7 Cal.Rptr.2d 82], internal citation omitted.)
- “[T]he principle that attorney fees qua damages are recoverable as damages, and not as costs of suit, applies equally to breach of contract.” (Copenbarger, supra, 29 Cal.App.5th at p. 10, original italics.)
- “Numerous other cases decided both before and after Brandt have likewise recognized that ‘[a]lthough fee issues are usually addressed to the trial court in the form of a posttrial motion, fees as damages are pleaded and proved by the party claiming them and are decided by the jury unless the parties stipulate to a posttrial procedure.’ ” (Monster, LLC v. Superior Court (2017) 12 Cal.App.5th 1214, 1229 [219 Cal.Rptr.3d 814].)
1 Witkin, Summary of California Law (11th ed. 2017) Contracts, §§ 894-903 California Breach of Contract Remedies (Cont.Ed.Bar 1980; 2001 supp.) Recovery of Money Damages, §§ 4.1-4.9
13 California Forms of Pleading and Practice, Ch. 140, Contracts,
- § 140.55-140.56, 140.100-140.106 (Matthew Bender)
15 California Forms of Pleading and Practice, Ch. 177, Damages, § 177.70 et seq. (Matthew Bender)
5 California Points and Authorities, Ch. 50, Contracts, §§ 50.10-50.11 (Matthew Bender)
6 California Points and Authorities, Ch. 65, Damages: Contract, § 65.20 et seq. (Matthew Bender)
1 Matthew Bender Practice Guide: California Contract Litigation, Ch. 7, Seeking or Opposing Damages in Contract Actions, 7.03 et seq.
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