Also known as:reasonable causes · reasonable grounds
Written by attorneys · grounded in primary & secondary sources — see below
A factual basis sufficient to justify a party in taking a specified legal step or holding a particular belief. The standard requires objective circumstances that would lead a reasonable person to conclude the action or belief is warranted under the governing rule.
Sources & Authorities· 23 primary sources
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How it applies
Common Examples
6
Demand for Assurance After Loan Default
Ruby Rivera contracted to supply materials to Raphael Rivera over six months. After Raphael defaulted on loans and lost key equipment to a lender, Ruby sent a written demand for confirmation that deliveries would continue on schedule. Raphael provided no response. Ruby suspended further shipments and later defended against a breach claim by showing the lack of assurance justified treating the contract as repudiated.
Seller's Opportunity to Cure Nonconforming Goods
Renata Russo delivered slightly mismatched components to Rita Russell under a supply contract. Renata had previously substituted comparable parts on smaller orders and offered a price allowance. After Rita rejected the tender, Renata promptly notified her of intent to replace the goods within the remaining contract period and completed the conforming delivery.
Fee Shifting in Derivative Suit
Ralph Richardson acquired shares in Riverstone Manufacturing two weeks before demanding that the board halt a profitable operation. He then filed a derivative action alleging future regulatory risks despite internal studies showing continued viability. After the court dismissed the suit under the business judgment rule, the corporation sought recovery of its defense costs on the ground that the action lacked reasonable cause.
Written Demand After Inspection Failures
Rowan Russell chartered a vessel from Rocky Mountain Mining. After the vessel failed multiple safety inspections and was twice detained, Rowan sent a written request for documentation confirming completed repairs and current seaworthiness. The response stated only that repairs were ongoing. Rowan then suspended hire payments and obtained a substitute vessel.
Physician's Belief in Medical Necessity
A physician performed a procedure after determining that continuing the pregnancy would gravely impair the patient's physical health. The physician documented specific medical findings supporting that conclusion. The determination supplied the required basis for proceeding despite statutory time limits.
Roe v. Wade410 U.S. 113 (1973)
EEOC Finding Supporting Private Suit
After investigating a discrimination charge, the EEOC district director concluded there was reasonable cause to believe the allegations were true. The agency issued a right-to-sue letter. The charging party then filed a timely Title VII action in federal court.
Anderson v. City of Bessemer City, N.C.470 U.S. 564, 573, 105 S. Ct. 1504, 84 L. Ed. 2d 518 (1985)
Common questions
Frequently Asked
4
What must a party show to establish reasonable grounds for demanding adequate assurance under UCC § 2-609?+
The party must demonstrate objective circumstances creating a genuine risk that the other side will commit a total breach. Financial distress, loss of essential assets, repeated inspection failures, and vague responses to requests for confirmation each supply such grounds. Once the demand is made in writing, failure to provide adequate assurance within a reasonable time constitutes repudiation.
Supporting sources
When may a court shift derivative-litigation expenses under Model Bus. Corp. Act § 7.46(2)?
The court may order the plaintiff to pay the corporation's expenses if the demand or the proceeding was commenced or maintained without reasonable cause or for an improper purpose. Recent share purchases solely to gain standing, statements revealing an external agenda unrelated to corporate welfare, and pursuit of claims already protected by the business judgment rule support such a finding.
Supporting sources
Does a seller retain the right to cure under UCC § 2-508(2) when it had reasonable grounds to believe the initial tender would be acceptable?+
Yes. If the buyer rejects a nonconforming tender that the seller reasonably believed would be acceptable with or without a money allowance, the seller may seasonably notify the buyer and obtain a further reasonable time to substitute conforming goods. Prior course of dealing showing acceptance of similar substitutions supports the seller's reasonable belief.
Supporting sources
How does failure to provide adequate assurance after a justified demand affect the demanding party's duties?+
The failure itself operates as a repudiation. The demanding party may then treat the contract as terminated, suspend its own remaining performance, and pursue remedies for total breach without waiting for an actual missed performance date.
Supporting sources
to infer that individual hiring decisions were made in pursuit of the discriminatory policy and to require the employer to come forth with evidence dispelling that…
reasonable cause
to believe that petitioner’s charges were true and invited the parties to attempt a resolution of petitioner’s grievance through conciliation proceedings. The EEOC’s efforts proved…
cause
there were “
reasonable grounds
for suspecting that the search [was] necessary for a noninvestigatory work-related purpose.” Id. , at 726. As a jury found, Chief Scharf ordered the search in order to determine whether…
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