A contract for the construction and sale of a vessel at a fixed price with staged payments linked to construction milestones is properly construed as an entire contract where the payment schedule stipulates when payment is due rather than what the payment is for, and the builder's right to retain payments is conditional upon complete performance and delivery. Where the builder repudiates such a contract and the purchaser has not received or retained any substantial part of the benefit expected (the completed vessel), there is a total failure of consideration entitling the purchaser to restitution of all amounts paid, including the deposit.
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