Ravenstar, LLC, a Colorado Limited Liability Company; the Chips, LLC, a Colorado Limited Liability Company…

Summary

The court held that a contract may allow the non-breaching party to elect between liquidated damages and actual damages without invalidating the liquidated-damages provision. The election must be exclusive, however, so a party choosing liquidated damages cannot also recover actual damages under the contract. Because the parties intended the deposits to serve as the agreed measure of damages if the seller elected that remedy, the provision was enforceable and the judgment was affirmed.