Extract to table

The doctrine of avoidable consequences requires that a party claiming damages arising from a breach of contract — even where that party contends the termination itself was wrongful — must exercise reasonable diligence and ordinary care to reduce the quantum of its loss

As the Court of Appeals stated in Losei Realty, the injured party must act "with a view to keeping damages down, as every prudent person is expected to do

However, the injured party must make reasonable, good-faith efforts to minimize its losses when the opportunity to do so presents itself

In the context of a lost contract, the primary obligation is affirmative: the injured party must seek replacement business, redeploy assets, and reduce unnecessary costs

(ii) If the clause is unenforceable (as Stonefield argues): If the liquidated damages clause is struck down as an unenforceable penalty, Vantor's recovery on this component reverts to actual damages, which must be proven with reasonable certainty

At this stage, Vantor must come forward with evidence of its actual efforts — or the absence of available opportunities — to rebut Stonefield's showing