Article 2.1.6 Remedies for Breach

1. General Principle: Where a contract governed by this ICT Code is breached, the aggrieved party shall be entitled to remedies aimed at restoring the benefit of the bargain and upholding the legitimate expectations created by the contract.

   (b) Damages:

Subject to the agreed terms between the parties in a relevant contract:

(i) The primary remedy for breach shall be an award of compensatory damages designed to place the injured party in the position they would have been in had the contract been properly performed.

(ii) Damages may include direct losses and, where foreseeable at the time of contract formation, consequential losses such as loss of profits or opportunity.

(iii) No punitive or exemplary damages shall be awarded unless expressly provided for by law or agreed in the contract.

(iv) The injured party shall take reasonable steps to mitigate its losses; failure to do so may reduce recoverable damages.

(c) Specific Performance and Injunctive Relief:

(i) ICT Courts may order specific performance where specifically contracted by the parties, or where monetary damages would be inadequate to remedy the breach, including but not limited to cases involving unique goods, real property, or irreplaceable obligations.

(ii) Interim or permanent injunctive relief may be granted to restrain a party from breaching or continuing to breach a contractual obligation, including non-compete clauses, confidentiality provisions, or intellectual property restrictions.

(iii) In determining whether to grant such relief, ICT Courts shall consider proportionality, feasibility of enforcement, and the public interest.

(iv) In granting equitable relief, ICT Courts shall consider the balance of harms, feasibility of supervision, and may impose conditions to ensure fairness and effectiveness.

(d) Termination Rights:

Subject to the agreed terms between the parties in a relevant contract:

(i) A contract may be terminated by the non-breaching party in response to a material breach or anticipatory repudiation, subject to any applicable cure periods.

(ii) Where termination is exercised, the terminating party is entitled to cease performance, recover damages, and enforce any accrued rights.

(iii) Parties may also terminate contracts pursuant to express contractual provisions, such as termination for convenience or on notice.

(e) Rescission and Restitution:

(i) In appropriate cases, a contract may be rescinded where there has been a fundamental misrepresentation, mistake, duress, or fraud affecting contract formation.

(ii) Upon rescission, each party is discharged from future obligations and shall return any benefits received under the contract.

(iii) Restitution may be granted as an independent remedy to prevent unjust enrichment, whether or not the contract is rescinded.

(iv) Rescission may be granted even where partial performance has occurred, provided such performance is reversible or capable of restitution without disproportionate prejudice.

(f) Declaratory Relief:

(i) ICT Courts may issue declarations clarifying the rights and obligations of the parties under the contract, even absent a breach, where such clarification would serve a legitimate legal or civil or commercial interest.

(ii) Such declaratory relief may include anticipatory guidance to prevent potential disputes or pre-emptive clarification of obligations where breach has not yet occurred.

(g) Other Considerations: Unless otherwise agreed or ordered, the prevailing party in enforcement proceedings may be entitled to reasonable legal costs.

(h) Cumulative Remedies: Unless expressly excluded in the terms of a contract or this ICT Code, remedies under this Article are cumulative and may be pursued concurrently to the extent not inconsistent.

(i) Limitation Periods: The enforceability of remedies or claims under this Article shall be subject to any applicable time limitations for initiating proceedings, as set out in the Limitations provisions in Part 4 of this ICT Code.