Contracts - Cases - Rules - Midterm

DeFontes

(Shrinkwrap agreements) Acceptance doesn't occur when the seller processes the transaction and agrees to ship the good. Seller invites acceptance after the buyer receives the good containing a standard form statement of additional terms & conditions provided that the form makes it clear that: 1 - the buyer retains the power to accept or return the product for a refund w/in a reasonable time 2 - AND after receiving a reasonable opportunity to refuse them, the buyer accepts the full terms by accepting the good

Hancock

(clickwrap agreements) When considering whether a clickwrap agreement is valid and enforceable, a ct evaluates whether: 1 - a clickwrap agreement's terms were clearly presented to the consumer 2 - AND the consumer had an opportunity to read the agreement 3 - AND the consumer manifested an unambiguous acceptance of the terms Once a customer affirmatively manifest assent to the terms of service in a clickwrap agreement by clicking "I agree", it is no defense that they did not read the terms.

Wisconsin Knife Works dissent

1 - 2-209(4) says an attempt at modification may be a waiver, and 2-209(5) says a waiver may be retracted in the absence of reliance (qualifies waiver's effectiveness) 2 - Section 2-209(4) says that a failed attempt at modification may be a waiver and so relinquish a legal entitlement (such as the entitlement to timely delivery); § 2-209(5) adds that a waiver cannot affect the executory portion of the contract (the time of future deliveries, for example) if the waiving party retracts, unless there is also detrimental reliance.

Pittsburgh-Des Moines

1 - 2-609 can't be used to rewrite a K when the rewriting involves the factors which had been waived when signing the K. 2 - In order for 2-609 to be applicable, there must be objective, factual evidence that the other party is not ready, or willing, or able to perform its obligations under the K. 2-609 - if insecurity arises, party may suspend activities until adequate assurance of due performance is provided

Gardner Zemke

1 - A document responding to an offer, purporting to accept is an acceptance despite the presence of additional and different terms; where the merchants exchange preprinted forms and the essential K terms agree, a K is formed under 2-207. 2 - For document to be a counteroffer >>> additional or different terms entering a K, the offeree must clearly and unequivocally communicate to the offeror that its willingness to enter into bargain is conditioned on the assent to the additional or different terms. (2-207). 3 - Otherwise, the K will only contain the terms expressly agreed to, and the additional/different terms will not become part of the K. The UCC will fill in the gaps in the K. (2-207)

Luten Bridge

1 - After a party receives a notice of a breach, it's its duty to do nothing to increase the damages flowing from the breach (mitigate damages). 2 - Damages include compensation for the labor done and materials used before the breach and expenses induced by the breach, but the PT cannot recover damages based on full performance.

Wholesale Sand & Gravel

1 - An anticipatory repudiation of a K is a definite and unequivocal manifestation of intention on the part of the repudiator that he won't render the promised performance when the time comes. 2 - Such an intention may be communicated by words or conduct; such refusal or inability to perform must be definite, unequivocal and absolute.

Joppich

1 - An option contract is valid if supported by proper consideration. 2 - The giving of nominal consideration is an inconsequential formality, thus failure to do so will not invalidate the contract.

Shirley MacLaine Parker

1 - Before substitute employment can be used in mitigation of damages calculation, employer must show that the substitute employment was comparable, or substantially similar to the original employment. 2 - A substitute employment for purposes of mitigating damages is an inferior employment and therefore the PT need not accept it if the PT's employee rights under the original contract are deprived or infringed upon by the new employment.

Peevyhouse dissent

1 - DEF's breach of K was willful and not in good faith as there was no evidence that it couldn't perform its obligations. 2 - The cost of performing the K could have been approximated when the K was executed and there are no present conditions that couldn't have been anticipated by the parties >>> DEF had knowledge that the cost of performance might be disproportionate to the value/benefits received by PT for the performance. 3 - As DEF reaped the benefits of the K, PT were entitled to specific performance of the K, and since DEF has failed to perform, the proper measure of damages should be the cost of performance.

Howard v. FCIC

1 - Doubtful words will generally be construed as creating a promise instead of a condition precedent. 2 - Terms which state conditions under which insured shall not recover are more likely to be treated as conditions precedent; in the absence of such language, the insurance term may be viewed as a promise. 3 - Insurer may state defenses or counterclaim pursuant to the breach

Morin

1 - If it's practicable to determine whether reasonable person in the position of the obligor would be satisfied, cts will prefer to interpret the obligor as being satisfied w/ a condition if a reasonable person in the position of the obligor would be satisfied. 2 - The requirement of reasonableness is used not to protect weaker parties, but to approximate the intent of the parties at the outset of the K for conditions not foreseen. 3 - The reasonable person standard is applied when K involves commercial quality, operative fitness, or mechanical utility (qualities a knowledgeable person can judge); standard of good faith is employed when K involves personal aesthetics or fancy. 4 - If it appears from language/circumstances that parties intend for satisfaction of performance to be at whim of obligor, then rejection is proper even if unreasonable.

Kutzin

1 - In case of a K breach, the breaching party is entitled to restitution for any benefit that he conferred persuant to the contract MINUS the costs induced by the breach. 2 - A deposit clause is not presumed to be a liquidated damages or forfeiture clause.

Hawkins V. McGee

1 - Measure of damages is the difference between the value promised (perfect hand) and the hand's current value. 2 - Pain and suffering were incidental (part of the consideration) to the bargain, so not elements in determining damages.

Hochster

1 - One who wrongfully renouces a K cannot complain if he's immediately sued for compensation in damages by the man whom he has injured. It's fair to allow the injured party to either sue immediately or to wait till the time when the act was to be done. 2 - If PT had no immediate remedy for breach and had to prepare for performance eventho other party renounced the K, he wouldn't be able to mitigate damages.

Wisconsin Knife Works

1 - Parol evidence is allowed if the issue is whether one of the parties waived a condition 2 - Given a "written modification only" clause, an attempt at modification operates as a waiver of the "written modification requirement only" clause if the other party kept performing in reliance on the oral assurances. (S 2-209) 3 - Absent reliance, oral modifications do not change the terms of a K w/ a "written modification only" clause.

London Bucket

1 - Specific performance will not be decreed for breach of K unless the ordinary remedy of damages is an inadequate and incomplete remedy for the injuries arising from the breach. 2 - Difficulty of proving damages doesn't presumably make award of damages inadequate/incomplete.

Steuart dissent

1 - The parties wanted to reflect either the increase or decrease of the value as of the time the buyer exercised the option to buy. 2 - B/c tax assessment was outdated, I would remand the case for a determination of what the proper assessed value of the property would have been at the time of the purchase.

K&G

1 - There is a presumption that promises and counter-promises are mutually dependent >>> parties intend for performance by one to be conditioned on performance by the precedent promise. 2 - The failure of subcontractor's performance to constitute substantial performance may justify gen contractor in refusing to make progress payments. If the refusal to pay is justified (damages are substantial compared to amount on K), the subcontractor isn't justified in abandoning work by reason of the refusal. His abandonment of the work will be considered a material breach, even if the original defects were not >>> subcontractor is liable for express terms of the K. 3 - Even in cases where subcontractor materially breaches, gen contractor isn't obligated bring action; he can treat the nonperformance as a partial breach only by permitting performance.

Wholesale Sand & Gravel dissent

1 - There is no evidence that the PT distinctly, unequivocally, and absolutely showed refusal or inability to perform. 2 - The parties disagreed on the time allowed for performance. It's clear that PT expected to perform the K as soon as circumstances permitted.

Masterson v. Sine dissent

1 - There was nothing ambiguous about the language in the option, and not the slightest suggestion that the option was to be nonassignable. Thus to permit such an interpretation of the K violates the parol evidence rule. 2 - Furthermore, CA statutes expressly declare that such options are assignable unless there is express language showing intent to withhold/restrict the right.

Maxwell

1 - Unconscionability involves assessment of terms of contract in the context of general commercial background. 2 - Existence of novation (substitution of a new K) depends in part on validity of underlying contract.

Mitchill v. Lath dissent

1 - Where no independent consideration passes to DEF for the parol promise, the written K and the alleged oral K are bound together. 2 - To exclude oral agreement b/c it varies K, written K must have intended to cover the oral negotiations that led up to the formation of the written K. 3 - Inspection of the K for sale of land, though it appears complete, doesn't show that it was intended to embody negotiations/agreements regarding removal of an ice house from land not sold.

Sherwood V. Walker dissent

1 - Where there is no warranty, there can be no mistake of fact if neither party knows of the mistake or could know of it. 2 - Where a cow is thought to be barren by seller, and believed not to be buy buyer, and both parties equally ignorant at the time of the K, if cow becomes w/ calf >>> K must be enforced as each party took his chances

Pittsburgh-Des Moines dissent

2-609 is applicable when: 1 - a condition of the K, even if not expressly incorporated into the document, fails to occur 2 - AND the breach of the condition gives a party reasonable ground for insecurity (question of fact for jury) Whether the party invoking the provision is merely requesting an assurance of performance or whether he is attempting to alter the K is a mixed question of law and fact.

Walker-Thomas

A contract is deemed unconscionable and therefore unenforceable if one party isn't able to give meaningful consent to all the terms in the contract. Factors favoring unconscionability: 1 - The lack of bargaining power for the offeree 2 - AND the lack of available alternatives for the offeree 3 - AND the offeree's lack of sophistication

Cheever

A contract may be unenforceable for lack of essential terms IF: 1 - the contract doesn't set out adequate terms for compliance 2 - AND there is no basis for determining when breach has occurred

Angel V. Murray

A contract modification is enforceable IF (Rest 2nd S89a): 1 - the parties voluntarily agree 2 - AND the promise modifying the original contract was made b4 the contract was fully performed on either side 3 - AND the underlying circumstances which prompted the modification were unanticipated by the parties, 4 - AND the modification is fair and equitable

Hayes v. Plantation

A gratuitous contract is NOT supported by sufficient consideration IF: 1 - The promisee's detriment is not induced by the promise 2 - the promisee is uncertain of the continuation of the benefits

Feinberg

A gratuitous contract is supported by sufficient consideration IF: 1 - The promisor intended to fulfill his promise at the outset 2 - AND the promisee suffers a detriment in reliance on the promise

Catalina Yachts

A limited repair/replacement remedy fails of its purpose when: 1 - the seller is unsuccessful in repairing or replacing the defective part 2 - OR there is an unreasonable delay in repairing or replacing defective components When a warranty fails due to breaching party's bad faith, 2-719b's command to restore all available remedies trumps 2-719c's approval of a clause that bars consequential damages, even if the clause is unconscionable

Hill v. Jones

A matter is material if it's one to which a reasonable person would attach importance in determining his choice of action in the transaction in question. On the other hand, a party may reasonably expect the other to take normal steps to inform himself and to draw his own conclusions. Inquiry by prospective buyer about facts that could materially affect the value of the property, impose a duty upon seller to disclose what information they know concerning the inquiry.

Lingenfelder

A modification is w/o consideration and unenforceable IF: 1 - One party coerces the other party into modifying the contract 2 - AND the duties of the coercing parties are the same as under the original contract

Peevyhouse

A party is due the difference in value of property resulting from the breach and not the cost of performance if: 1 - both parties have essentially completed their obligations under the K except for the provision in question 2 - AND the breached provision was incidental to the main purpose of the K 3 - AND the economic benefit resulting from full performance is grossly disproportionate to the cost of performance

Krell

A party who has contracted to pay a price in a K should be excuse from doing so IF: 1 - there was no default on his part 2 - AND either the physical extinction or the not coming into existence of the subject-matter of the K 3 - AND the performance of the K must have been thereby rendered impossible (even if the terms of the agreement were general and unconditional >>> parties didn't expect the future event) DEF is excused from K when his purpose for enterining in the K was frustrated. Proven if: 1 - this purpose was understood by both parties and regarded as the foundation of the K 2 - AND the thing contracted for was suitable only b/c of its suitability for the particular purpose 3 - AND DEF would not receive any benefit from performing the K

Sherwood V. Walker

A party who has given consent to a contract of sale may refuse to execute it IF: 1 - the K was made upon a mistake of material fact such as the subject-matter of the sale, the price, or some other fact materially inducing the agreement 2 - AND the mistake is mutual

Nursing Care v. Dobos

A person who has supplied services/things to another, tho acting w/o the other's knowledge or consent is entitled to restitution IF: 1 - he/she acted w/ intent to charge 2 - AND the things/services were necessary to prevent the other from suffering serious bodily harm/pain 3 - AND the other had no reason to know that the other wouldn't consent to receiving them When a party is fully aware of its circumstances and readily accepts benefits conferred by another, the party is liable for payment for such services under quasi contract theory

Schnell v. Nell

A promise doesn't meet the consideration requirement if it's supported by: 1 - Past consideration 2 - nominal consideration

Dougherty

A promise doesn't meet the consideration requirement if it's supported by: 1 - a mere recital of consideration 2 - consideration based on prior acts

Hoffman

A promise is binding IF: 1 - the promisor reasonably expected it to induce action/forbearance by the promise 2 - AND the promise induces action/forbearance by the promise 3 - AND injustice can be avoided only by enforcement of the promise The remedy for breach is limited as justice requires. The promise doesn't have to meet the requirements of a contract.

Webb v. McGowin

A promise is supported by sufficient consideration IF: 1 - The promisee saves the promisor from death or grievous bodily harm 2 - AND the promisee suffers grievous bodily harm as a result 3 - AND the promisor promises the compensate the promisee for the act

Snyder

A purchaser cannot bring a misrepresentation claim if the K had a merger/disclaimer clause and he failed to read/understand the clause. Parol evidence is not admissible to modify written contract if merger/disclosure clause present UNLESS it's used to establish: 1 - a separate and distinct contract 2 - OR a condition precedent 3 - OR fraud 4 - OR mistake 5 - OR repudiation

Embry

A requesting party has the right to rely on an answer as an assent, regardless of subjective intent of the other party, IF: 1 - the answer to the demand is unambiguous 2 - AND no reasonable man could construe the other party's answer to a demand otherwise than as an assent to the demand

Clark V. West

A stipulation incident to the method of performance, is not the consideration, but one of its conditions, and it may be waived. Once a condition is waived, and PT relies on the waiver, DEF can't insist upon performance of the condition.

Drennan

A subcontractor cannot revoke its bid to a general contractor IF: 1 - part performance or tender is made on the part of the general contractor 2 - OR the general contractor relies on the bid in a foreseeable and prejudicial manner

Transatlantic Financing

A thing is impossible when it is not practicable; and a thing is impracticable when it can only be done at an excessive and unreasonable cost. In order to succeed w/ a plea of impossibility, party claiming it has to prove: 1 - a contigency (something unexpected, contra to the usual and customary way of doing things) must have occurred 2 - AND the risk of the unexpected occurrence must not have been allocated either by agreement or by custom (foreseeability is a factor is assessing assumption of risk, but it doesn't prove allocation of risk) 3 - AND occurrence of the contingency must have rendered performance commercially impracticable

Lonergan

A writing is a request for an offer and not an offer IF: 1 - it clearly discloses that it's not intended to make a definite offer 2 - AND advises the receiving party that some further expression of assent is needed on the party of the sending party

Lenawee

Acceptance of "as is" clause allocates the risk of unknown defects to the vendee despite: 1 - absence of assumption of risk in the K 2 - AND that the mistake dramatically and directly affected the value of the property in question However such a clause doesn't preclude purchaser from alleging fraud or misrepresentation as basis for rescission.

Pacific Gas & Electric

Although extrinsic evidence is not admissible to add to, detract from, or vary the terms of a written contract, extrinsic evidence is admissible when a term is reasonably susceptible to an interpretation different from the one already presented

Lefkowitz

An advertisement addressed to the general public is an offer and completed by acceptance IF: 1 - it's clear, definite and explicit 2 - AND it leaves nothing open for negotiation An advertiser does not have the right to modify his offer after acceptance.

Grossman

An agreement to use best efforts in negotiation is binding IF: 1 - initially both parties took steps to manifest their willingness to be bound 2 - AND there was proper consideration for the agreement

Grouse

An at-will employee may recover damages under promissory estoppel IF: 1 - The employee is promised a good faith opportunity to perform his job duties by the employer 2 - AND the employee justifiably and detrimentally relies on the promise

Walgreen

An injunction may be awarded instead of damages if: 1 - calculating damages would be costly and inaccurate 2 - AND an injunction would be less costly (as it shifts the burden of determining worth from ct to parties) 3 - AND the injunction would require no continuous judicial involvement/supervision

Akers

An offer to resign is rejected when the empmloyee is justified in inferring from the words or conduct of the employer that the employer intends not to accept the offer or to take it under further advisement. An offer lapses immediately when not accepted by offeree IF: 1 - the two parties are negotiating in each other's presence 2 - AND the offer is made w/o indication of time of acceptance 3 - AND the first reply is not an acceptance, 4 - AND further negotiation does not ensue

Hobbs v. Massasoit Whip

An offeree's silence may be construed as an acceptance if the offeree has previously and regularly accepted similar offers, as such that it was reasonable for offeree to either speak up or accept the offer by default.

Taylor v. Caldwell

Both parties are excused from performing their obligations to a K if: 1 - at the outset of the K, the parties abiltity to perform relied on a specific thing's continual existance 2 - AND performance becomes impossible from the perishing of the thing w/o fault of either party Such a stipulation is implied by law and doesn't need to be explicitly stated in the K.

Aetna

Breach of insurance K terms will be scrutinized by cts when: 1 - the K term is contained in a K of adhesion (no negotiation for term) 2 - the enforcement of the term will lead to a forfeiture, regardless of insured past payments 3 - the insurer's interest from the purpose can be protected w/o the resulting forfeiture If it can be shown that the insurer suffered no material prejudice from the delay of insured in giving notice, the nonoccurrence of the condition of timely notice may be excused b/c it's not a material part of the agreed exchange. The burden of establishing lack of prejudice is on the insured.

Darner Motor

Customers are not bound to unknown terms which are beyond the range of reasonable expectation. An insured who adheres to the insurer's standard terms doesn't assent to the term if the insurer has reason to believe that the insured would not have accepted the agreement if he had known that the agreement contained the particular term. Cts will not enforce unambiguous provisions in form contracts and insurance policies if K terms are: 1 - contrary to the insurer's representation of intention AND the insured reasonably relied on the representation 2 - OR contrary to purpose of transaction as known to the parties In such cases, extrinsic evidence may be used to determine the parties' intent w/ regard to integration of the agreement, and may further be used to interpret the meaning of the provisions of the agreement.

Aiello

Damages for material breach of construction K (nonpayment of installments) = 1 - Builder's actual expenditure to date of breach 2 - MINUS the value of the materials on hand, 3 - PLUS the profit that he can prove w/ reasonable certainty would have been realized from full performance.

Austin Instrument - Supreme Court

Economic duress IF: 1a - Immediate possession of needful goods is threatened 1b - OR one party to the K has threatened to breach the K by withholding goods unless the other party agrees to further demands 2 - AND the victim could not obtain the goods from another source 3 - AND the ordinary remedy of action for breach of K would not be adequate

Wasserman's

Enforceability of stipulated damage clause depends on: 1 - whether the amount is a reasonable forecast of just compensation for the harm caused by the breach 2 - AND whether the harm is incapable or very difficult of accurate estimate (the more uncertain the harm, the more likely the clause will be enforced) Stipulated damages clause are presumably reasonable; an unreasonable stipulated damage clause is a penalty clause and therefore unenforceable.

Travelers Insurance

Equity will bring the erroneous K into conformity w/ the true antecedent agreement through reformation of K if: 1 - the mistake exists in writing and is unknown to both parties 2 - AND the antecedent contract has been established by the requisite measure of proof 3 - AND there has been no prejudicial change of position by the other party while ignorant of the mistake

Ragosta

Expenses incurred before the offeror makes the offer do not constitute consideration for the promise and therefore are not recoverable in an estoppel claim b/c the offeree assumed the risk that the agreement might not happen.

Oppenheimer

Express conditions are agreed to and imposed by the parties themselves >>> must be literally performed. Substantial performance doctrine isn't avl (materiality-of-the-nonoccurrence analysis) for nonoccurrence of express conditions unless they violate public policy OR unless forfeiture/unjust enrichment elements are present. If condition in unmistakable language >>> express condition. Cts will embody doubtful language as constructive condition/promise (substantial performance is sufficient) rather than as express condition. Issue of substantive performance is for the judge to decide, not the jury.

TW Oil

For UCC 2-508 subsection2 (limit on perfect tender rule) to apply: 1 - a buyer must have rejected a nonconforming tender 2 - AND the seller must have had reasonable grounds (good faith) to believe the tender would be acceptable (w/ or w/o money adjustments) 3 - AND the seller must have seasonably notified the buyer of the intention to substitute a conforming tender w/in a reasonable time

Moscatiello

For disclaimer of warranties located on reverse side of a document to be valid >>> other party to reasonably be expected to have consented to it: 1 - Disclaimer of warranties located on the reverse side of a contract must be conspicuous 2 - AND front of document must contain noticeable reference to the terms on the reverse side A K clause is unconscionable if: 1 - there is an absence of meaningful choice on the part of one of the parties 2 - AND the contract terms are unreasonably favorable to the other party While an integration clause may not be contradicted by evidence of prior agreement or of a contemporaneous oral agreement, the integration clause cannot validate an unconscionable K provision.

Mills v. Wyman

IF a moral obligation to fulfill a promise is not supported by prior valid consideration, THEN there is not sufficient consideration to enforce the promise

Office Pavillion

IF a sales contract doesn't specify the number of items to be purchased by one party, THEN the contract is unenforceable, as its acceptance involved no promised performance (illusory promise).

Hamer v. Sidway

IF the promisee refrains from something he is entitled to do as a result of the promise, THEN the promise is supported by sufficient consideration

Dickinson v. Dodds

IF there is no consideration for a promise to keep an offer open, THEN the open offer terminates when the offeree learns that the offeror is no longer willing.

Foakes v. Beer

IF there was no consideration to remove interest on a debt, THEN the modification is unenforceable.

Raffels V. Wichelhaus

If ambiguity with a term occurs after the contract is made, parol evidence may be used to show the different parties had different interpretations of the term, and therefore there was no meeting of the minds and no binding contract.

Albre

If general contractor is partially responsible for creating impossibility of performance of K w/ subcontractors, then part performance of subcontractor is recoverable as damages if it would have benefitted the general contractor and was expressly contracted for by the parties. Expenses incurred prior to the execution of the K, such as those arising out of preparing the bid, are not recoverable.

Anglia Television

If the expenditures incurred before the parties entered into a K were reasonably w/in the contemplation of the parties as likely to be wasted if the K were to be breached, then that expenditure is recoverable from breaching party in case of breach.

Louise Caroline Nursing Home

In assessing damages for failure to complete a construction contract, the measure is: 1 - The amount of the reasonable cost of completing the contract and reparing DEF's defective performance 2 - PLUS other elements of damage (such as delay in construction) 3 - MINUS the part of the K price that has not been paid

Hadley v. Baxendale

In cases of breach of K, the damages arising from the breach should: 1 - be such as may reasonably be considered arising naturally from such a breach of K itself (natural consequences of breach) 2 - OR such as may reasonably be supposed to have been in the contemplation of both parties at the outset of the K If circumstances which greatly increase the liability of DEF in case of a breach are not communicated to the DEF at the outset, then the damages from the breach should be limited to the natural consequences of the breach of K, communicated to or known by the DEF.

Egerer

In measuring market price for a hypothetical cover calculation under 2-723, a ct may use a market price for goods different in quality from those for which the buyer contracted. Remedy of cover - the buyer may purchase substitute goods and recover as damages the difference b/t the cost of this cover and the contract price, provided the cover was in good faith and w/o unreasonable delay. 2-712. Remedy of hypothetical cover - to the extent that the buyer does not cover, he may recover as damages from the seller the difference b/t the market price at the time when he learned of the breach and the contract price. 2-713.

Kenford v. Erie

In order for award of loss of future profits as damages for breach of K: 1 - such profits must have been contemplated by both parties at the time of the K or of the breach. 2 - AND such profits must not merely speculative, but reasonably certain and directly traceable to the breach

Austin Instrument - Appeal Court

In order to disclaim a contract modification for economic duress, party must show: 1 - Such severe impairment of bargaining power that victim was essentially precluded from exercising free will & judgment 2 - AND that the threat of breach of the original contract would have been inadequate in the situation

Lucy Lady Duff-Gordon

In some circumstances, the acceptance of exclusive agency implies that the working party will use all reasonable efforts to undertake and perform the terms of the contract, THEREFORE the K isn't void for lack of mutuality and consideration.

Walker v. Harrison

In the event of a material breach, an injured party is justified in repudiating the K; if breach is not material, the repudiator is guilty of material breach and is the aggressor & not the victim >>> repudiator is liable for terms of K Factors In determining whether there is a material breach of K (Restatement): (a) The extent to which the injured party will obtain the substantial benefit reasonably anticipated; (b) The extent to which the injured party may be adequately compensated in damages for lack of complete performance; (c) The extent to which the party failing to perform has already partly performed or made preparations for performance; (d) The greater or less hardship on the party failing to perform in terminating the K; (e) The wilful, negligent or innocent behavior of the party failing to perform; (f) The greater or less uncertainty that the party failing to perform will perform the remainder of the K.

Batsakis v. Demotsis

Inadequacy of consideration will not void an otherwise bargained for contract.

Wood v. Boynton

Inadequacy of price is not evidence of fraud IF: 1 - at the time of the sale neither party knew of the intrinsic value of the item 2 - AND both supposed that the price paid was adequate

Osteen

One cannot claim full restitution for payments already made for a breach of K by the other party; if the breaching party partially performed, he is allowed compensation for the reasonable value of his services.

Masterson v. Sine

Parol evidence may be admitted IF: 1 - the agreement doesn't explicitly provide that it is complete 2 - AND the agreement is silent on the term in question 3 - AND the term is one which would be included in a separate agreement and not the written contract

Fedex

Parol evidence rule precludes admission of extrinsic evidence/prior negotiation to contradict/vary terms of an integrated agreement, but extrinsic evidence may be admitted to determine the circumstances under which parties contracted and the purpose of the K. The implied covenant of good faith and fair dealing helps insure that both parties received their benefits of the bargain; it prohibits one party from obstructing the other's benefit, whether express or implied. Implied obligation = it's clear from the circumstances that the obligation in question was w/in contemplation OR was necessary to effect parties' intention >>> obligation is enforced

Vertex

Plaintiffs seeking recovery for unjust enrichment must prove (1) that the defendants were benefited, (2) that the defendants unjustly did not pay the plaintiffs for the benefits, and (3) that the failure of payment was to the plaintiffs' detriment To recover on an implied in fact contract, PT must prove: 1 - that he/she rendered services w/ expectations that the DEF would pay for them AND 2a. that the DEF intended to pay for them 2b. OR that the DEF accepted them knowing that PT expected to be paid for them 2c. OR that a reasonable person in the circumstances would have known of that expectation 2d. OR that the words/conduct of the DEF were such that a reasonable person in situation of PT would have been led to believe that DEF expected to pay for the services

Mitchill v. Lath

Proof of oral agreement to vary written K is admissible IF: 1 - the agreement is closely related to the contract 2 - AND it is not clearly connected w/ the principal transaction as to be part and parcel of it 3 - AND it doesn't contradict express or implied provisions of the written contract

Kirksey v. Kirksey

Situating oneself to accept the promise does not constitute sufficient consideration but instead it constitutes the conditions of the gift.

Wagenseller

Termination of at-will employee may provide claim for wrongful discharge if: 1 - termination based on the employee's refusal to violate public policy through committing an illegal act 2 - AND the employer chooses to issue a policy statement, and the employee justifiably relies on the it

Steuart

Terms of K cannot be modified by extrinsic evidence if the terms are only susceptible to one understanding

Lucy V. Zehmer

The mental assent of the parties is immaterial for the formation of a contract IF the words or acts of one of the parties have but one reasonable meaning UNLESS this intention is known to the other party.

Ardente

To be effective, an acceptance with a condition must be: 1. Definite 2. AND Unequivocal 3. AND clearly independent of the condition A purported acceptance which is upon condition OR with a limitation is a counteroffer and requires acceptance by the original offeror.

Neri

Under the UCC, dealer is entitled to recover loss of profits and incidental damages upon buyer's repudiation of K, even if the good is later sold at the same price if the dealer has an inexhaustible supply of goods, as the resale to replace the breaching buyer cost the dealer a sale. 2-708

Foxco

Usage of trade/custom in trade/vocation in which two parties are engaged may give meaning to, supplement, or qualify a term of an agreement, even if one of the party is unaware of the standard (UCC 2-202a).

Jacob & Youngs

When a K term has been breached, to decide whether it was a condition, ct consider: 1 - the purpose of the K 2 - the desire of the parties to fulfill the K 3 - the excuse for the deviation 4 - the cruelty of the enforced adherence When the cost of completion is grossly and unfairly disproportionate to the good to be attained if K was followed, Ct may order damages of the difference in value instead of default damages which would allow the owner to complete the express term.

Donovan

Where PT has no reason to know of and doesn't cause the DEF's unilateral mistake of fact, DEF must establish following facts to obtain rescission of the K: 1 - DEF made a mistake regarding a basic assumption of the K 2 - the mistake has a material and adverse effect on the DEF in the agreed exchange of performances 3 - DEF deosnt bear the risk of the mistake 4 - the effect of the mistake is such that enforcement would be unconscionable (substantial unconscionability determinative factor) Rescission may be unavailable when: 1 - the mistake results from a party's neglect of his legal duty 2 - the mistake results from a party's failure to act in good faith in accordance to reasonable standards of fair dealing

United States Naval Institute

While on occasion defendant's profits are used as measure of damages for breach of contract, that generally occurs when those profits tend to define plaintiff's loss, for award of defendant's profits where they greatly exceed plaintiff's loss and there has been no tortious conduct on part of defendant would tend to be punitive, and punitive awards are not part of law of contract damages.