The injured party may recover those damages that arise naturally from the breach and that were in the contemplation of the parties at the time of the contract. Even when the breaching party knew or should have known of the consequential damages, if there is no proportionality between the value of the contract and the damages, the court will not impose the consequential damages for policy reasons. Damages for emotional trauma may be awarded when the contract is so personal in nature that it is a reasonable result. The certainty rule says P must prove damages as well as breach. Certainty rule is designed to cap jury awards to reasonable levels.
Lost profits are difficult to measure, especially when it is a new business.
Even with experts, certainty rule is difficult to satisfy. An unreasonable or overreaching value will not be enforced. Where liquidated damages are a fair estimate of the loss and are proportional to the extent of the breach, they are reasonable. A complete integration cannot be varied, but a partial integration may be supplemented with consistent additional terms. A merger clause that states the K is the final expression of intent is almost conclusive in commercial settings, great weight otherwise.