Non-boldface cases

Simon Property Group v. Regal Entertainment Group (17)

Facts Different language in force majeure clause than Hamilton Mill case Court held that the clause assigned the risk of the pandemic to regal and found in favor of the landlord; Regal had to pay rent

Schreiber v. Mills (11)

Facts - D used telemarketing to promote its business - Schreiber responded to telemarketing calls by sending D a letter stating he wasn't interested in what they were selling, and that if they called again he would consider Mills to have entered into a contract for his "listening services" - Letter stated that rate for listening was $100/hr in addition to other fees - D made additional calls to Schreiber - Schreiber billed D under terms of the letter and sued to collect resulting sums Discussion - Court: no meeting of the minds Telemarketing company didn't intend to hire Schreiber - Decision otherwise could invite odd contracts like this one (i.e. blink if you want to enter into a contract)

Caudill v. Keller Williams Realty (31)

Facts - $1m settlement with an NDA ($10,000/disclosure). - Issue: Whether you consider how damages looked at the time of signing or at the time of the breach → produce different calculations Discussion - Is there a reason to resort to stipulated damages (not money damages AKA liquidated or penalty)? - Is there a difficulty in specifying money damages? If yes, it's easier to get to liquidated damages/penalty. If not, the court will want to award damages through traditional means. - Is the damage done here easy to quantify/specify? The reputations of the parties are at stake, but what does this cost? The real estate market is always fluctuating so it is hard to estimate certain costs. The boss may have been embarrassed, but how much do you value embarrassment? - Court: Awarded no damages at all. She did not have any evidence of damages, instead only relied on the $10,000 provision. - Damages in this case were out of proportion → her earnings didn't decrease after disclosure(s)

NPS v. Minihane (31)

Facts - 10-year license for two luxury seats in stadium. If he defaults on his payments, he owes the entire amount (65k) at once. The buyer says it's unenforceable because it's a penalty clause. Discussion - Why would someone want this deal? Maybe it was a bargain. - Buyer's argument: Why should I pay for 10 yrs when they can surely mitigate and resell the seats? - ^Counter: Damages are hard to figure out bc agreement is spread over 10 yrs. Market value of seats fluctuates unpredictably (correlated w/team's performance). - Court: Must pay the entire amount. Mitigation is irrelevant. That's what they bargained for. Spreading payments over time does not give you the ability to wiggle out of the agreement through the penalty clause. - If you phrase this situation as "financing" rather than a penalty clause, courts will have different reactions (less harsh)

In re WorldCom, Inc. (26)

Facts - 1995: MCI (telephone comp.) & M. Jordan entered into 10 yr endorsement contract - Jordan received $5m signing bonus and $2m/year in exchange for four hours per day four days out of the year (16hrs/year) to make promotional appearances - MCI declared bankruptcy in 2002; ceased making payments/requests to Jordan - Jordan sued seeking $2m annual payments for remaining years in contract - MCI objected that Jordan failed to mitigate damages Discussion - Court: MJ has to mitigate → didn't show any effort to find endorsement - What would mitigation look like? Another endorsement deal? w/phone company? How similar does it have to be? Similar rate? $2m/16hrs. Shouldn't he take any deal to try to reduce waste? - Issue: MJ could've obtained other endorsement deal even w/contract w/phone company (could've done BOTH) - Lost volume seller: Someone w/sufficient capacity to carry out both → anything D claims P could've done to mitigate was already a possibility for P

CNA Int. Reinsurance Co. v. Phoenix (16)

Facts - Actor River Phoenix died from overdose - Phoenix was under contract to appear in two films, Dark Blood (which was then abandoned) and Interview with the Vampire (Christian Slater hired to replace him) - The companies making the films brought suit, via their insurance companies, against Slater's estate for breach of contract Discussion - §261 (first sentence): "without his fault" - A rule taking into account whether someone contributed to his/her own death would be vague & complex - Better/simpler approach to maintain default rule of death rendering performance impossible - Contract could have provision of drug/alcohol use → would maybe change outcome - Court: Slippery slope, don't want to get into it. People engage in all sorts of risky behavior , better to have a simple rule.

Bell v. Lever Bros (15)

Facts - Agreement that appellants would act as chairman and vice-chairman of Niger Co for five years - Assets of Niger Co were transfered to a new company called United Africa Co and respondents entered into agreement to pay appellants 50k pounds as compensation for termination of initial agreement - Later discovered that appellants had entered into dealing on their own which they kept secret from the respondents - Respondents then demanded a return of the 50k pounds - Appellants admitted they were liable to account for profits on the private dealings, but denied liability to repay the 50k pounds - Respondents brought action claiming damages for fraudulent misrepresentation and breach of contract - Jury determined that the respondents were entitled to terminate initial service contract on grounds of breach of contract Discussion - Lever Bros: what they wanted was their employees' termination → this was accomplished by the contract - How essential is the compensation to achieve this purpose? (termination) - §152(2)(c): Material effect to agreed exchange of performance → terminating employment & ceasing working - Court: Agreement not undone. Employees kept severance pay.

Anglia Television Ltd. v. Reed (28)

Facts - Anglia tv planned to make film; made many arrangements in advance (place for filming, employed director, hired designer, etc) before finding leading actor - Required strong actor to hold film together; hired Robert Reed (actor w/ high reputation) - Aug 30: Agent agreed that Reed would be available between Sept 9-Oct 11 to rehearse and play in film - Performance fee of 1,050, living expenses of 100/week, fares paid for, etc - All subject to permit from Ministry of Labour → obtained on Sept 2 - Issue w/bookings: Reed's agent had already booked him in America for another job - Sept 3: Agent said Reed would not perform in play; repudiated contract - Anglia tried to find substitute but failed to do so; accepted repudiation on Sept 11 - Abandoned film; sued Reed for damages (wasted expenditures: 2,750) Discussion - Court: Anglia got its money. Not seeking profits - Expenditures carried out before even finding Reed - To what extent can you recover pre-contractual expenses? - Reliance. Anglia relied for one day: Reed received his visa on Sept 2, one day before repudiating contract. - Last minute timing priced into contract → Reed knew when he was hired that the timeline was quick - Reliance damages good replacement when you can't figure out expectation damages (in this case movie profits would be speculative)

Ardente v. Horan (9)

Facts - Ardente bid $250k for the Horans' house - Horans' lawyer told Ardente that bid was acceptable - Lawyer prepared a purchase and sale agreement and sent it to Ardente's attorney - Agreement came back signed, w/$20k deposit and note saying Ardente was concerned over certain items on the property (dining room set, fireplace fixtures, sun parlor furniture) and requesting confirmation that they'd be included as part of the transaction - Ds refused to sell those items and then wouldn't sign agreement; instructed their lawyer to return it & deposit to Ardente - Ardente sued to enforce original agreement w/o furniture Discussion - Similar to Langellier case - How significant is the fact that a $20k deposit was made? - "I would appreciate you confirming" → speaks to contingence of acceptance - Seems to be written by author in a way to leverage vagueness - Court: There was no deal → wanted clarity - Making a counteroffer nullifies initial offer → unless offer is "counter proof" (e.g.: specifying, as the offeror, that making a counteroffer wouldn't affect first offer → doesn't spoil ability to accept initial offer Ex: A: $1000 for X. B: Can I purchase with credit? → Clarification, not counter offer A: $1000 cash for X. B: Can I purchase with credit? → counter offer

Cantu v. Central Ed. Agency (10)

Facts - Aug 18: shortly before start of school year, Cantu hand-delivered letter of resignation, effective Aug 17 - In letter, Cantu requested that her final paycheck be forwarded to an address in McAllen, TX, ~50 miles from San Benito office where she tendered the resignation - San Benito superintendent received Cantu's resignation on Aug 20. Superintendent wrote letter accepting Cantu's resignation the same day and deposited the letter, properly stamped/addressed, in the mail at ~5:15pm - At 8am next morning, Aug 21, Cantu hand-delivered to the superintendent's office a letter withdrawing her resignation. This letter contained a San Benito return address. - In response, the superintendent hand-delivered that same day a copy of his letter mailed the previous day to inform Cantu that her resignation had been accepted and couldn't be withdrawn Discussion - Court: found that mailbox rule didn't apply - Rule: an offer that doesn't specify a particular manner of acceptance may be accepted by a properly addressed letter, effective when the letter is deposited in the mail (unless acceptance by mail is unreasonable) - In this case, sending acceptance letter via mail was acceptable bc mailing address in McAllen was substantially far relative to San Benito office to warrant hand delivery - Added context of the impending start of the school year- school district needed to move forward w/finding replacement quickly

Coral Leisure Group v. Barnett (19)

Facts - Barnett hired a "public relations executive" at Coral's casino - He was later fired. He sued alleging he was discharged in violation of his contract - Coral alleged that Barnett was fairly dismissed bc he owed money to Coral - Barnett replied alleging he was part of a "promotion team" that kept customers happy by all means including prostitutes, free meals, free drinks - Barnett was told one month into the job that he could use Coral funds to pay for prostitutes for customers (on average twice a week) - Coral denied there was procurement/payment for girls; said if it occurred it was w/o their say so or knowledge Discussion - When does the introduction of illegal conduct become enough to taint a contract? - Is a contract enforceable when the illegal activity required by the job was not apparent before accepting job? - Standard on sliding scale. Someone who was fired after partaking in illegal activity for years unlikely to be heard by the court. - Quitting helps, not quitting hurts → but neither are decisive - Court: This was a part of the job and so it did not dissolve contract. - There was a contract. At the time the contract was entered into, the purpose was lawful.

Wilbur v. Blanchard (20)

Facts - Blanchard caught Wilbur in the act of stealing his goods - Blanchard said he intended to seek Wilbur's arrest and prosecution for theft - Wilbur paid Blanchard $2,150 in exchange for considering the matter settled - Wilbur later sued to rescind the agreement on ground that he entered into it under duress bc of Blanchard's threats Discussion - Alternative: being arrested (not great) → but is it a reasonable alternative? Court unlikely to suggest that facing consequences of theft is unreasonable. - Anchor case (clearly duress): A threatens B (who is undocumented) w/deportation unless they pay a sum. - Anchor case (not duress): A catches B shoplifting in their store. A threatens to call the police unless B returns or pays for the items. - Bargaining over the state's power and threat of arrest seems problematic. - Jury found it was duress and awarded $2k → found that $150 was what the damage was If you threaten prosecution, it is duress. → there may be intermediate situations

Buffalo Bayou Co. v. Lorentz (26)

Facts - Buffalo bayou employed Lorentz as captain of tugboat Eugene for $100/month - Company became dissatisfied w/services of Capt. Lorentz and discharged him; at same time offered him a position as second captain at salary of $90/month but he refused - Company offered to pay him $50 for the half month's services already performed, but Lorentz refused to accept less than his salary for the whole month - Employer contends it was Lorentz's duty to seek other employment to mitigate damage & when he rejected new employment he reduced his recoverable damages to $5 - Lorentz contended that he couldn't be required by company to accept a disrating or lower grade of employment Discussion - If you have someone who is wrongfully terminated, are they obligated to take a lesser job or forfeit damages? - Courts: want to see reduction in "waste." More likely to say that they want you to take the job if it offers less money → can compensate funds via lawsuit. - If alternative job has less "dignity," generally won't require taking job. → humiliation/dignity hard to quantify

Bush v. ProTravel International, Inc. (16)

Facts - Bush lived in NYC. She booked an African safari package for November 2001 through ProTravel in May 2001. Paid 20% deposit ($1516) - Contract stipulated that she would lose deposit if she canceled after Sept 14 - After 9/11 attacks, Bush decided to cancel her participation in safari P- roTravel's office was in midtown Manhattan; Bush was in Staten Island - In days after attack, she was unable to get a phone call connected to ProTravel and couldn't reach their offices in person - ProTravel received Bush's written cancellation on Sept 27 - Bush sought a refund of her deposit; ProTravel refused to provide it Discussion - Risks (even unforeseeable ones) could (arguably) be accommodated/baked into generous time allotted for cancellation - Court: verdict for plaintiff. - Farnsworth: bothersome that she didn't provide cancellation letter until Sept 27th - Ordinarily, cancellation deadlines typically upheld - Who is the least cost-avoider? If neither, then consider: who is the lease cost-insurer? → In a better position to avoid, insure, handle, plan for

Continental Forest Products, Inc. v. Chandler Supply Co. (6)

Facts - Chandler phoned an order to North American Mill Co for two carloads of plywood - Employee at Nroth American who took order, Barker, quit working there and went to work at Continental Forest Products - Barket brought along Chandler's order. Chandler soon received two carloads of plywood but from Continental rather than North American - Chandler thought plywood was from North American; North American was unaware of order, since Barker hadn't informed anyone there of it - North American refused to accept payment when Chandler tendered it. - Continental thought plywood had been ordered from them - Chandler refused to pay Continental, claiming they had no contract - Continental sued Chandler, seeking $10k for the wood Discussion - Different ways to measure what may be owed - Knowledge of the wood being from continental creates a contract implied in fact

Angus v. Scully (16)

Facts - Contract for Ps to move a large building belonging to defendants from a lot on third st to a lot on first st, and also change the location of two other buildings (one on first st lot, another on third st lot) in exchange for $840 - When building had been moved about half the distance to the lot on first st, it was entirely consumed by fire during the night - W/the assent of the defendant, no further work was done in moving either of the other buildings - Ps seek to recover fair value of the services rendered by them in the work done down to the time of the fire Discussion - What was the cause of the fire? - Similar to prior hypo: you are hired to paint a house. The house burns down after you finish painting one wall. Do you get compensated for the labor on the single wall? - What % of the work is completed? - Could argue in terms of economic principles → opportunity cost of transporting building halfway as opposed to carrying out different job

Italian Cowboy Partners v. Prudential Ins. Co. (18)

Facts - Couple named Secchi (Ps) leased property to operate Italian Restaurant - When they were touring building, the landlord's agent said it "was in perfect condition, never a problem whatsoever" and was a "perfect restaurant site." - Ps soon found that restaurant was unable to draw customer due to a foul odor of sewage filling the space - Previous tenant, who also had restaurant, told Ps he had complained of the same problem to the agent, and that the agent visited the site and described the smell as "ungodly" - Ps terminated lease and sued landlord for fraud and breach of contract (implied warranty of habitability) - Landlord counterclaimed for breach, pointing to provision of contract stating that the landlord's agent did not make any representations regarding the site except as expressly stated in the contract - Ps said in petition that they reasonably and detrimentally relied on representation suggesting the premises were suitable for restaurant use Discussion - Court: Language in joint clause isn't clear enough. Interpreted clause as saying there's no contract other than this one → should've clearly articulated a no reliance clause, clarifying that there is no reliance on anything not included in the contract - Court wants clarity to make sure no one fails to realize consequence of agreeing to a contract

Royal-Globe Ins. Co. v. Craven (22)

Facts - Craven's car was forced off the road by unidentified driver - Craven's insurance provided benefits if she was in a hit-and-run accident of this kind, but policy required claims to be filed within 24 hrs of the incident - Craven didn't file her claim within 24 hrs; she said delay should be excused because she was hospitalized after the accident and unable to comply - Company denied her claim; she sued to obtain the benefits Discussion - How onerous is the provision? How surprising? - Expectability. How clear is it in the contract? How common is it? - Plaintiff waited a few months before filing claim (timing is important) - Court: Must give notice promptly if not on time

Lewy v. Crawford (19)

Facts - Crawford and man named Peck made a wager on election day - Crawford bet $175 that Jim Hogg would be elected governor by at least 10k votes; evidently he meant a margin of 10k votes over all other candidates taken together - Peck took other side of the bet. Both sides gave their money to Lewy as stakeholder - Hogg won a plurality of votes and became governor, but he didn't have more votes than the rest of the field; Peck therefore won bet - After election, Crawford told Loewy not to pay money to Peck and demanded that his $175 be returned because the bet was illegal - Lewy didn't give the money to either side; Crawford sued to recovery the $175 Discussion - Worst actor: Crawford → waited until losing to demand money back - Court: Whoever loses can get their money back. Contract didn't exist, don't recognize it. - In order to give money to govt (forfeiture) court must be authorized under statute.

Drennan v. Star Paving Co. (8)

Facts - Defendant put in subcontracting bid to Plaintiff for "Monte Vista School Job." - Plaintiff used Defendant's bid to prepare his own bid for the "Monte Vista School Job." - Plaintiff was awarded the contract for the job. - The next day, he told Defendant that they had gotten bid. - Defendant immediately told Plaintiff that they had made a mistake in their bid. (D refused to do work for less than $15k, while initial bid was $7k) - Plaintiff said too bad you better do it for the price you said anyway. - Defendant said no. - Plaintiff sued. (P testified he got figures from other people and the lowest alternative bid possible was ~$11k Discussion - Drennan relied on the initial bid → is that sufficient? - Covering: to compensate for services that were not rendered but were promised - Better argument than simply saying he reasonably relied on promise: no one would accept a subcontractors bid if they said their offer is subject to change any time before acceptance - If the mistake was transparent (obvious), the court would not hold Star Paving to the contract (ex: if Star Paving put decimal point in the wrong place) Holding - Farnsworth: Court used the logic of promissory estoppel → put Drenner back before revocation utilizing the amount that was originally proposed & price for alternative subcontractor (~$11k) - Court: there was reasonable reliance on the implied subsidiary promise of keeping the offer open until P had an opportunity to be awarded the general contract.

East Provdence Credit Union v. Geremia (4)

Facts - Defendants borrowed money from P and gave promissory note for the money - Payment of the note was secured by a chattel mortgage on D's ranch wagon. Mortgage contained clause which obligated Ds to maintain insurance on the vehicle. Clause also said that if D failed to maintain insurance, P could pay premium and "any sum so paid shall be secured hereby and shall be immediately payable." - D got insurance and premium was therefore payable in periodic installments - On Oct 11, 1965: Ds were notified by insurance carrier that the premium was overdue and that unless it was paid within 12 days, policy would be canceled - Copy of the notice was also sent to P who then sent a letter to Ds saying that if they are not notified of a renewal policy within 10 days, they will renew the policy for them and apply the amount to their loan - D wife called P's office and told the assistant to go ahead and pay the premium, and the assistant said she would tell the treasurer - Dec 17, 1965: Ds' vehicle was demolished within coverage of the policy - Insurance company said they wouldn't indemnify them for loss bc the overdue premium hadn't been paid and Ds' policy had been canceled prior to accident - P sued to collect balance due on loan contract Discussion - Ds reasonably relied on P's promise to pay and drove the car around thinking as much

Byrne & Co. v. Leon van Tienhoven & Co. (10)

Facts - Defendants, in Cardiff, mailed an offer to sell steel to plaintiffs in NY; offer was sent Oct 1 - Oct 8: Ds mailed a revocation of the offer - Ps received the offer on Oct 11 and sent their acceptance immediately - Oct 20: Ps received the revocation Discussion - Issue: Whether withdrawal of offer for sale of goods was acceptable. Also whether the contract had been agreed by the acceptance by plaintiffs of the letter of Oct 1, or whether the defendants had successfully withdrawn their offer by issuing revocation letter on Oct 8 - Court held that withdrawal of the offer was ineffective as a contract had been constructed between the parties on Oct 11 when the plaintiffs accepted the offer in the letter dated Oct 1 - Held that an offer for the sale of goods cannot be withdrawn by simply posting a secondary letter which does not arrive until after the first letter had been responded to and accepted - Rule: If A makes an offer to B and then sends revocation, B can accept initial offer prior to receipt of revocation letter.

Amalgamated Investment and Property Co. Ltd. v. John Walker & Sons Ltd. (17)

Facts - Ds were owners of commercial property they wanted to sell - Property advertised as suitable for occupation or redevelopment - July 1973: Ps agreed, subject to contract, to purchase property for £1,710,000 - Ds were aware that Ps wished to redevelop the property although they'd have to obtain planning permission - Ps specifically asked Ds prior to contract whether the property was designated as a building of special architectural or historic interest → Aug 14: Ds responded in the negative - Unknown to both parties, officials of the Dept of the Environment included Ds' property in list of buildings proposed to be listed as historical - Sept 25: Parties signed contract of sale - Sept 26: Dept wrote to Ds informing them that property was included in statutory list of historic buildings and that list was about to have legal effect (the following day) - Value of the property (w/no redevelopment potential) was £1,500,000 less than contract price) - Ps claimed rescission of agreement on grounds of common mistake Discussion - Complainants (purchasers) took on risk → demonstrated by inquiry prior to sale - Risk wasn't a "freak" risk like the king getting sick - Existence of landmark inquiry cuts both ways → easy to argue contract transferred risk - Court: No frustration of purpose. Everyone understood risk (substantial threat to property). Usual assumption is risk flows with contract.

Klar v. H&M Parcel Room, Inc. (21)

Facts - Ellis checked a parcel at defendant's parcel room and received a parcel check with a contract on it limiting defendant's liability to $25 for the consideration of 10 cents (it said CONTRACT in all caps and in red letters). - Two days later, plaintiff Klar went to pick up the parcel with the parcel check Ellis received, but was informed that the parcel had been given to someone else by mistake. - Plaintiff Klar sued for $1,000. Discussion - Given how much was being paid (10 cents), how much liability is reasonable? - How do we know what was really in the package? - Contract formation involves more than just offer, acceptance and assent - it involves social expectations as well. There is reasonable expectation that D will demand some sort of redacted liability bc of his low prices. It was not obnoxious/surprising. - Court: Did not enforce ticket provision. Klar kept. $939.50. Usual assumption is liability for value of item unless clearly communicated otherwise. Decision sent message that that you cannot bury limitations of liability. - Potential consequences: huge warnings, long claim checks, higher fees (to cover the cost of potential losses)

Livingstone v. Evans (9)

Facts - Evans wrote to Livingstone offering to sell him plot of land for $1,800 - Livingstone responded: "Send lowest cash price. Will give $1600 cash. Wire." - To which Evans replied "Cannot reduce price." - Immediately upon receipt of this telegram, - Livingstone wrote to accept the $1,800 offer. Evans claimed the offer no longer existed. Discussion - Issue: Was the telegram w/listed $1600 price a counteroffer? - "Cannot reduce price" → could argue this refreshed the offer. AKA price is still $1800. If price still exists, offer still exists.

White v. Bluett (2)

Facts - Father lent money to son and held promissory note for repayment - After father died, executor sued son to collect on the note - Son made several claims in defense: - He had complained to his father that he hadn't been treated as generously as his siblings - & that his father decided that the complaints were well founded - In return for son's promise never to make such complaints again, father promised to release son from liability to make payment on promissory note - Executor replied that promise to release son from obligations was unenforceable because it was unsupported by consideration Discussion - Issue is whether the son's promise to stop complaining about his father's plans would satisfy requirement of consideration - Father exchanged silence for debt repayment → did the father seriously intend to create a binding agreement? Court - Getting too far from the consideration doctrine → would get too difficult/vague to enforce - There was no consideration given by the son which would absolve him of having to repay the debt

Galbraith v. Mitchenall Estate Ltd. (21)

Facts - Galbraith (P) sold his house and rented camper van from Mitchenall (D) - Retail value of the van was 1050 - Galbraith made an initial 550 and agreed to make monthly payments of 12 10s for next five years, at which time the van would be returned - After four months, Galbraith hadn't made any monthly payments - Mitchenall repossessed the van and also kept the 550 initial payment pursuant to contract language - Galbraith sued to recover initial 550 payment Discussion - Owners got half the value of entire product and still got to keep it - Court saw no procedural unconscionability but did see substantive unconscionability. In the US, the small print would probably be considered procedural unconscionability, but the bar is higher in England.

Morin Building Products Co. v. Baystone Construction, Inc. (22)

Facts - General Motors hired Baystone to build an addition to a Chevrolet plant - The addition was to have aluminum walls - Contract required that exterior siding be of aluminum type 3003, no less than 18 B&S gauge, with a mill finish to match finish and texture of existing metal siding - Clause: "all work shall be done subject to the final approval of the owner's authorized agent." Also gave owner power to decide whether work was acceptable based on quality/fitness of materials/workmanship - After work was completed, General Motors' representative rejected it bc it didn't appear to have a uniform finish - Assume General Motors hires a different contractor to put up a wall that it prefers and Baystone sues GM for breach Discussion - What would the jury's instructions look like? "Is the construction first class? Was it a reasonably good job?" - Strong consideration for underlying economics

Geoquest Productions Ltd. v. Embassy Home Entertainment (13)

Facts - Geoquest produced murder mystery videocassette: The Gold Key - Planned to market as a prize game. Would sell tape and award $100,000 prize to first buyer who solved mystery - Embassy engaged to help w distribution of the tapes - Embassy sent series of letter during negotiations - Third and final letter included terms of minimum retail price, dates for the contest, provision assigning Embassy responsibility for production, and shortfall provision requiring geoquest to pay Embassy difference between revenue and Embassy's expenses on advertising (if -) - Letter said: if i've got the essential terms, please indicate Geoquest's agreement by signing" - Geoquest signed letter. Only sold 5700 copies → Geoquest received no sales revenues - Geoquest sued Embassy, claiming the VP for marketing promised to sell minimum of 100k copies - Embassy objected that allowing testimony would violate parol evidence rule Discussion - Includes "clumsily" written integration clause. Cannot say it's the final agreement. Both sides know there were missing parts. - Is the new term inconsistent? Would # of minimal sales be essential? Or something you would expect to be included given what was included? - Court: Too big a deal (essential). Cannot be left to oral agreement. Had to be included in written deal.

Cobaugh v. Klick-Lewis Co. (1)

Facts - Golfer participating in tournament - Found car parked at ninth tee w/sign saying car would be awarded by nearby dealer to anyone who shot a hole in one - Golfer shot hole in one - Dealer refused to award car; prize was for a different tournament held at the same course two days prior - Dealer had neglected to remove car and sign afterwards - Golfer sued for breach of contract Discussion - Contractual obligation of car dealer - Sign did not mention date, context F- ailed to remove sign after tournament - What is the principle in question? Mutual assent - P demonstrated no reliance (maybe if he'd already sold his car) - No intention by D to contract w/P - Approaching a legal problem: Top-down approach: Trying to find a major premise that speaks to minor presmise(s) Bottom-up approach: Considering underlying reasons, relevant cases

Gonzalez v. Don King Productions (7)

Facts - Gonzalez (P) was pro boxes; Don King (D) is CEO of DKP - First contract was promotional agreement between Gonzalez and DKP. - Second contract was bout agreement for boxing match. PRovides fora purse of $750,000. - Bout agreement provided that if Gonzalez lost or draw the match, his payment for subsequent match "shall not be less than promotional agreement" "unless a different sum is mutually agreed upon" - Under promotional agreement, if he wins he gets no less than $75k and if he loses he'd get $25k per subsequent fight - Promotion agreement nor bout agreement explicitly stated the purse for matches in the event of a draw. Chavez Match ended in a draw. Disagreement over the purse for subsequent matches. Discussion - Bout agreement (for fight_ references "lose or draw" jointly, but promotional agreement fails to distinguish between the two - Court opted for jury trial - Alternatively, could meet halfway at 50K

Dove v. Rose Acre Farms (22)

Facts - In June, president of Rose Acre offered Dove and others at his rank a $5k bonus if a construction job was completed in 12 weeks - Condition: Dove required to work five days a week, eight hrs/day, for ten weeks - Dove complied w/conditions until the Thursday of the tenth week - He then came down w/strep throat and left work early that day w/temp of 104. He didn't return the next day - Dove was denied the bonus and sued to recover it Discussion - Restatement: condition required unless excused - Employer: had peculiar & particular contracts. Known to require particular actions for bonus. For employer, compliance w/details of terms was material - Incentive for employees to come in to work - Court: employee doesn't get bonus

Gray v. Baker (18)

Facts - Gray brought action seeking rescission of a conveyance he made to Faith Presbyterian Church and charging fraud in the procurement - Gray owned 10.20 acres and was approached by Baker (who held himself out as representing the church) regarding the possible purchase of his land - Gray alleged Baker was acting at least in part for Roussel, someone who Gray says he wouldn't have sol his land to for any reason - Gray alleges Baker failed to disclose Roussel's involvement. Gray conveyed property to the church and one month later the church conveyed half of it to Roussel - Well-known zoning dispute led to less than amicable relations between Gray and Roussel - Gray alleged the church selling half of the land to Roussel was a prearranged scheme Discussion - Church argument: We don't have to volunteer knowledge of our plans for the land after purchasing it. If buyer had inquired it'd be different. - Seller argument: Church was agent representing real estate interests of enemy. - Policy considerations if court doesn't enforce contract: Can get ridiculous. Would require disclosure of frequently useless information. - Policy consideration if court does enforce: do we have to include tedious clauses saying no deceit is occurring? - Court: Contract can be rescinded. Tricked into signing contract he wouldn't have otherwise signed. Person you do business w/is material. - Rule: If you misrepresent something you think is trivial but you know is important for the other person → can likely rescind contract - Courts don't like tricksters

Harvey v. Facey (7)

Facts - Harvey, Anor (Ps) and L.M. Facey (D) resided in Jamaica when it was a brit colony - The three men negotiated sale/purchase of property owned by Facey's wife - Harvey and Anor asked Facey if he would sell property and the minimum price Facey would sell it, but he was silent as to whether he was ready to sell - H&A sent Facey a telegram in which they agreed to pay Facey the stipulated price - H&A regarded telegram as obligating Facey to sell them the property at that price - Facey attempted to sell property to other buyers → H&A accused Facey of breaching contract and sued Facey for specific performance Discussion - Property buyer's agreement to buy property at seller's stipulated price doesn't by itself constitute a contract between buyer/seller - Buyer and seller may agree on sale price but fail to reach agreement on any other issues pertinent to the sale - Until the parties reach agreement on all pertinent issues, there is non contract - H&A didn't ask, and Facey didn't say, whether he would sell property to them, as opposed to other potential buyers, at that price or any other. These pertinent issues remained to be settled. W/o mutual agreement, there was no contract, and H&A weren't entitled to specific performance

The Heron II (27)

Facts - Heron II chartered to Constanza to load a cargo of 3000 tons of sugar - Charter left Constanza on Nov 1, 1960 and arrived at Basrah on Dec 2 - Reasonable prediction of voyage was 20 days, but vessel (in breach of contract) made deviations which caused nine day delay - Sugar owners intended to sell sugar "promptly after arrival" (appellant didn't know this; was aware of sugar market there) Sugar sold between Dec 12-22, but shortly before then the market price had fallen → partly because of arrival of other sugar cargo - If not for delay, sugar would've fetched 32 10s per ton. Actual price realized was 31 2s per ton. - Sugar owners claim they're entitled to difference as damage for breach of contract Discussion - Is the loss foreseeable if the price could have equally gone up or down? - Standard of foreseeability higher than proximate cause in torts - Price fluctuation innate in transactions

Hochster v. De La Tour (26)

Facts - Hochster was a courier; De La Tour hired Höchster to work for him on a tour of Europe that'd begin June 1 - May 11: De La Tour told Hochster he had changed his mind-he wouldn't be hiring Hochster - Hochster sued De La Tour immediately on May 22 - De La Tour objected that suit was premature; no breach could occur until time of performance on June 1 Discussion - Anticipatory breach/repudiation → in advance of performance day. Party unequivocally says that won't perform. Other party can 1) cover 2) sue immediately - Can have breach before needing to perform - Better for non-breaching party to allow them to cover, mitigate damages with time

Hoffman v. Red Owl Stores, Inc. (4)

Facts - Hoffman sought to expand operation by establishing grocery store (w/Red Owl) - Had numerous conversations w/Red Owl rep. w idea of establishing Red Owl franchise store - Hoffman mentioned he only had $18k in capital to invest; repeatedly assured this would be sufficient to set up Red Owl store Hoffman bought small grocery store and operated to gain experience in grocery business - On advice of Red Owl's district manager, Hoffman bought inventory/fixtures of a small grocery store and leased the building - Red Owls reps advised Hoffman to sell store to his manager, assured him Red Owl would find larger store for him elsewhere - Hoffman sold on assurance he would be operating in a new location - Red Owl found promising site for new store; Hoffman put a $1k down payment on site - Under advisement, Hoffman sold their bakery business - Red Owl later said Hoffman would need more money to start a franchise. Deal collapsed. Hoffman never got a Red Owl franchise. Discussion - Concept of "high or hell water:" After this case, it was generally considered that negotiation are not really subject to promissory estoppel - Negotiations: In negotiations, we don't yet have a contract. Court wants to be careful about when they impose liability so they don't discourage people from negotiating freely. - What should Hoffman get? Big difference between giving him the money he expected vs the money he lost since the promise w/Red Owl. Court said he was not entitled to the first one (expected). Instead, he's entitled to the state he'd be in if he never had the promise w/Red Owl. Holding - The agreement was never reached on essential factors necessary to establish a contract - Court viewed the "repeated assurance" of $18,000 as a promise that led to reliance

Howard and Mildred (5)

Facts - Howard & Mildred were 20-somethings living together for several years - Could not both afford to go to graduate school at the same time; made plan in which they would take turns - Mildred would work for the next three years to support Howard through law school; then Howard would support Mildred through medical school - Mildred did support Howard during law school, but soon after graduating Howard found someone else and broke off his relationship w/Mildred - Now she needs money for med school and wants it from Howard Discussion - Stakes are very significant - Indefiniteness: What are the terms of the contract? Is it possible to enforce? - One possible remedy: reimbursing law school costs instead of asking for medical school costs - Possible for court to determine there is no contract but Mildred is owed restitution

Steele v. Isikoff (5)

Facts - Isikoff was report for Newsweek magazine and as researching allegations by Kathleen Willey that President Clinton sexually assaulted her in White House - Willey advised Isikoff to interview a friend of her, Julie Steele, to corroborate allegations - According to Steele, she and Isikoff agreed that any statements made by her would be "off the record." - Newsweek later published a story about the incident that named Steele and recounted what she told Isikoff - Steele sued Isikoff and Newsweek for breach of contract - Ds argued that any promises to Steele from Isikoff were not meant to create a contractual relationship, and didn't; at most they created moral obligations, not legal ones. Discussion - Court: journalists bound by ethics of profession - Journalistic norms about what they may not make exchanges/purchases for - Holding: A reporter's promise of confidentiality to a source is a "moral obligation" that does not give rise to contractual duties

Itek Corp. v. Chicago Aerial Industries, Inc. (7)

Facts - Itek (P) and CAI (D) were in negotiations for the sale of CAI's assets. - Itek sent CAI a letter confirming terms that they have agreed upon. - One line says "If the parties fail to agree upon and execute such a contract they shall be under no further obligation to one another." - CAI eventually accepted an offer from Bourns, Inc. instead. - Itek sued saying the letter was a contract. Dicussion - The letter sent is a letter of intent; parties agreed to agree → binding? - Contract doesn't include "no-shop clause" → could CAI's consideration of a separate deal be interpreted as bad faith? - What is good faith? You mean to comply w the intent of the agreement. - Court: there may be a binding agreement → the agreement to make every reasonable effort embodies not engaging other offers prior to finalizing/rejecting this offer - How to make a LOI meaningful: 1) put a time frame for not being able to negotiation w/other parties 2) right to refusal: if you get another offer, you notify us and we have a certain amount of time to decide whether or not to match it (super limiting) 3) breakup fees: if you walk away, you owe us $200m (most likely IRL)

Blackmon v. Iverson (3)

Facts - Iverson (D) was successful HS basketball player - Blackmon suggested that Iverson adopted "The Answer" as nickname - Iverson replied that name had strong marketing potential & promised to pay Blackmon 25% of all proceeds from merchandise associated with it - Blackmon developed logo/graphic ideas - 2 yrs later: Iverson selected by 76ers; signed lifetime contract to endorse Reebok shoes, including line of sneakers called "The Answer" (Reebok didn't use Blackmon's graphic ideas) - Contract called for yearly $800,000 for life and additional $32m payment in 2030 - Iverson ended relations w/Blackmon in 2000 and didn't pay him any sum from endorsement deal - Blackmon sued for breach of contract Discussion - Argument for P: can say inducement happened when Iverson offered 25% - Argument for D: can say that under bargain theory, there is no inducement. He just gave a nickname Holding - Court said there is no contract between them because Blackmon did it in the wrong order - Iverson gains nothing by paying as he already heard the name - What does it take for an idea to be yours? Court said it's not sure, but it's definitely not this nickname. - Was Iverson unjustly enriched? Court said no bc nickname idea was not sufficiently novel. Although it looks valuable now, if Blackmon never came along, there would still be a nickname and a line of sneakers

Market Street Associates v. Frey (23)

Facts - JC penney sold property to pension trust which the trust leased back for 25 yr term - Contract allowed Penney to request pension trust to finance costs/expenses of construction improvements if costs exceeded $250,00 → Pension then had to give "reasonable consideration" and if negotiations fail, Penney would be entitled to repurchase the property at a price roughly equal to the price at which Penney sold it + 6%/year for every year since the purchase - 1987: Penney assigned lease to Market Street Associates (MSA). MSA tried to call the pension trust - Pension trust was interested in selling property to MSA for $3m, which MSA considered too high - MSA requested funding for $2m in improvements (w/o reference to contract provision); didn't receive response - Sent same letter again, now mentioning "pursuant to the lease" - Pension trust turned down request for financing - MSA sent letter to Pension saying they were exercising purchase option granted to them by contract since negotiations over financing broke down. Price for the property using contract formula was $1m. - Pension trust refused to sell, MSA sued Discussion - Contract signed in 1968 → issue happens in 80s - Big company offers to sell property for $3m - Court: It's a jury question. Was this in fact an attempt to trick the other party into rejecting financing improvements to align w/1968 provision and enable them to purchase the property at $1m instead of $3m? - If you're in a contract, shouldn't intend to exploit a clause (bad faith)

Bristow v. Drake Street, Inc. (13)

Facts - John Powers was playwright/producer; hired Susan Bristow as associate producer but fired her before the end of the contract term - In contract, Powers agreed to employ Bristow for two years → $1300/week + .5% of total gross weely box office receipts - Contract authorized Bristow to terminate contract before its expiration w/30 day notice or if employer "ceases conducting business" or becomes insolvent - Only ground on which Powers could terminate w/o liability was if Bristow was convicted of a crime → breach otherwise - Contract contained standard integration clause - Month after signing contract, Power closed the show & release Bristow - She sued for breach, seeking to collect the salary she would've received if the show had remained open the full two years - Powers: salary was contingent on show remaining open - Should parol evidence be used to show agreement was/wasn't contingent on show staying open? Discussion - Objective evidence: trade customs (showbusiness) → expert testifying to similar circumstances - Background: Bristow and Power had been in a relationship (he was obsessed w/her. Powers alleged Bristow terminated show after fight w/her (out of spite) - Contract had integration clause

Angus and Bruce (8)

Facts - June 1: Angus wrote to Bruce offering to sell house for £200,000, the offer to remain open for a week - June 4: Angus reads in The Times: "Mr. Bruce has informed the National Trust that he has bought Mr. Angus's well-known Tudor mansion." - Later that same day, Claymore offered Angus £210,000 for the house - Angus accepted, and phoned Bruce to say offer was no longer available - When call came through Bruce was about to leave his office to post a letter of acceptance, written the day before, but overlooked by the office boy. Discussion - Direct v indirect communication of acceptance. - Is there a contract when the offeree hears of the acceptance? If so, the offeror is also bound

Dodge v. Kimball (23)

Facts - Kimball hired Dodge to construct a building for $96,500 - Contract called for particular type of mortar to be used in plastering and said "mixture must be strictly adhered to w/o any deviation" - Dodge intentionally used somewhat less expensive kind of mortar - Use of the cheaper mortar caused building to be worth $800 less than it would've been if it adhered according to contract terms - Cost of removing and redoing plaster would've been $7,000 - Kimball had made progress payments to Dodge but had yet to pay him $9,215 of the contract price - What does Kimball owe Dodge? Discussion - Legal response (usually): Owner owes contractor nothing. Failure to use good faith is considered - Most courts: would aim for an adequate penalty rather than a monstrous forfeiture

Miller v. Stanich (1)

Facts - Landlord leased property to Stanich; - Lease entitled leaseholder w/five-year extension upon request - Stanich requested 5 yr. extension + asked for right for another similar option to extend contract when new 5 yr term expired - Landlord sent 2 contracts for consideration: one granting 5 more years, and another granting the right to extend another 5 yr term upon request - Landlord signed second contract (w/5 yr extension option) & sent back to Stanich, who also signed it - Landlord soon notified Stanich that he (landlord) made a mistake: he meant to sign the other contract (w/o 5 yr extension) - Landlord couldn't read English well, became confused about which he was signing - Asked Stanich to return contract & accept other in its place, Stanich refused Discussion - If tenant knew it was a mistake because Landlord said definitely before that he would not do another renewal, Landlord would win - If Tenant detrimentally relied, then he would win Holding - The tenant loses b/c there was no "change in position" (i.e. no detrimental reliance) and the landlord didn't voluntarily enter the contract - No change in position + landlord didn't voluntarily enter into the contract = makes sense to side w/landlord - If there had been some great amount of detrimental reliance maybe it goes to tenant

Langellier v. Schaefer (9)

Facts - Langellier (P) sent a letter to Schaefer (D) asking him if he would sign a petition to have Custer street graded because he owns the lot next to him on that street. He went on to ask if he would sell lot 3 to him and for what price and terms. He also asked if he wouldn't sell it, if he would buy lot 4. - Schaefer responded saying he does not care to have Custer street graded, but would sell lot 3 for $800 cash. He said he does not want to buy lot 4. - Langellier responded saying he accepts the offer for the sale of lot 3. However, he included several conditions to this acceptance such as executing the enclosed deed before a notary public and sending the deed to the Bank of Minnesota, St. Paul. - Schaefer presumably did not agree to these conditions and would not sell the lot. - Langellier sued for breach of contract. Discussion - The fact that you propose additional terms does not necessarily mean it's a counteroffer. However, you must make clear 100% acceptance of initial terms. - Is the additional thing said actually changing the offer? If not, it's not a counteroffer, but this is a fact question. - Langellier would've accepted Schaefer's offer even if Schaeffer didn't agree to new terms, and Langellier was not proposing any terms that would not have to be done anyway - Langellier should've said "I accept" and nothing else. Letter was an acceptance and an attempt to arrange the closing Holding - Court: Langellier's second letter was a counteroffer → court likely didn't want to accept sloppy language like Langellier's - There was no deal: "Mirror image" rule → acceptance has to be mirror image of initial offer, and if varied in any way, it is a counteroffer. (Restatement got rid of mirror image rule) - Modern courts could find a contract

Bournemouth and Boscombe Athletic Football Club v. Manchester United Market Street Associates v. Frey (23)

Facts - Manchester bought star player, MacDougall, from Bounremouth - Price was to be paid in two parts: £175,000 immediately and £25,000 once MacDougall scored 20 goals for Manchester - MacDougall played for Manchester for a few months, the team then sold him to another club for £170,000. - MacDougall had played well but had not yet scored 20 goals. Bournemouth claimed it was entitled to the remaining £25,000; Manchester refused to pay; Bournemouth sued Discussion - Court: principle- once two parties are in a contract they are in a cooperative relationship. Must give conditions a fair chance. Was playing well, likely on his way to 20 goals.

Jordan v. Knafel (20)

Facts - Michael Jordan had extramarital affair with Knafel - 1991: Knafel told Jordan she was pregnant, and that the child was his - Jordan paid her $250k - According to Knafel, he also offered to pay her $5m upon his retirement in return for her agreement not to file a paternity suit against him and to keep their relationship confidential (she accepted the offer) - Blood tests taken by Jordan later revealed the child wasn't his - Knafel still sought to enforce retirement agreement; Jordan resisted on grounds of mutual mistake and duress Discussion - If not about the child, then it's about avoiding embarrassment from exposing extramarital affair - Mistake: if the party knows they had limited knowledge (paternity) and agree anyway they are assuming certain risks - Misrepresentation: If it was fraud, Knavel would lose. Misrepresentation about a material component. - Court: No enforcement→ big deal that it wasn't his child. Whole thing was a mistake. Incorrect basic assumption.

Normand v. Orkins Exterminating Co. (22)

Facts - Normand and Orkin Exterminating Co made contract in which Orkin agreed to protect Normand's home for termites - Contract price was $1,333 for initial treatment and $149/year for annual inspections - Contract included "re-treatment guarantee" → explicitly limited to cost of re-treating the premises (should they become infested w/termites) - Orkin was to have no liability for damages related to the structure caused by termites or "otherwise caused by Orkin's negligence" - Complaint alleges that the initial treatment broke overhead water pipes and ruined the floor, which Orkin didn't repair - Also alleges that in 1992 Normand reported termite infestation to Orkin and they did nothing - resulting in damage that may be unrepairable and exceed costs of ~$100,000, which is the assessed value of the house Discussion - Conditions problem: What is the relevance of P not paying? → Orkin can set that off (deduce from what they owe plaintiff) - Independent promises: exist & are binding whether or not her performance is carried out (ex: not burning her house down) - Dependent promises: contingent on performance

Van Wagner Advertising Corp. v. S&M Enterprises (30)

Facts - One person owns the buildings and rents the bulletin space to an advertising company, who rents it out to their clients - Original owner sells the entire building to a new owner who wants to take down bulletin - Bulletin is posted in front of a Manhattan tunnel - When you exit the tunnel, you see the billboard → valuable space Discussion - Court: No specific performance here. Damages can be calculated well enough. Controversial case. They take into account the balance of hardship issue and the concern over how negotiation would work w/an injunction. - Argument for money damages: This is not a sentimental/irreplaceable product (like the poodles). This is simply an advertising space. You can calculate damages by seeing how much profit this sign has brought in the past or estimating how many people see it and renting a similar bulleting board. - Argument for specific performance: Damages are hard to calculate here. Who knows how much business this specific billboard would've generated? Even the proposed ways to calculate damages above aren't really accurate. - If damages are hard to figure out, this may be an indication that we need specific performance - Real estate. Billboard is kind of like real estate since it's selling space on side of a building and location is unique itself. - Balance of Hardships. The new owner has to keep the building for 10 years just so this guy can have his advertisement? Seems a bit harsh

Oswald v. Allen (14)

Facts - Oswald was coin collector from Switzerland interested in Mrs. Allen's collection of Swiss coins - Went to Bank where Mrs. Allen kept two of her collections: the Swiss Coin Collection and the Rarity Coin Collection - Oswald was shown the Swiss Coins collection and then several coins from the Rarity collection (didn't know they were separate collections - Oswald's brother translated conversation and facilitated negotiation → price of $50k agreed upon - Parties never realized that references to "Swiss coins" and the "swiss coin collection" were ambiguous - Oswald thought he was buying all of the Swiss coins, while Mrs. Allen thought she was selling only the Swiss Coin Collection and not the Rarity Coin Collection Discussion - Is there a material difference between the two parties' understandings? Of course - Does either side have reason to know there's a misunderstanding? - Is the translator at fault? He was Oswald's brother. If translator is at fault, Oswald is, too. - Court: No contract. No meeting of the minds. Never agreed on material terms.

Ruxley Electronics & Construction Ltd. v. Forsyth (23)

Facts - Owner (D) contracted w/two plaintiff companies, R and L (builders) to build swimming pool in his garden and a building to enclose it for £70,178 - Contract expressly provided that the maximum depth of the pool should be 7ft 6in - After work was done, owner discovered that the max depth was 6ft 9in - Owner paid various sums on account and balance due amounted to £39,072 - Builders claimed the balance of the contract price and owner counterclaimed for breach Discussion - Builder would say: It was unintentional and the difference in value is $0 or trivial - Forsyth would say: It negatively affected my enjoyment of the swimming pool (desire to be gratified) - If cost of cure is egregious, should we enforce it?

Vickery v. Ritchie (6)

Facts - P and D make contract for P to build a Turkish bathhouse on D's property - Architect defrauds them both by having them sign a different contract stating a different price. P signed one that said $33,721. D signed one that said $23,200 - They didn't realize the fraud until the bathhouse was already complete - There was a large outstanding balance. The owner got another bill after what he thought was the last bill - The auditor found the market value of the labor and material furnished by P to be $33,499.30 and that the total cost to P was $32,950.96 - The bathhouse would increase the value of the property by only $22,000 Discussion - In this case, they did try to talk about the price unlike in other analogies, so there is restitution. - Owner pays what he was willing to pay even if it's more than fair market value. Client's real estate market value only went up by $20,000, so court made him pay for more than he got. - Contract law doesn't approach restitution by splitting the difference in the same way torts does. Have to pick one of the numbers in the case. - There is an understanding to pay a reasonable price (market value) for bath house - Alternative: restitution. How do you measure the benefit to the property owner? Subjective quality house mch does the owner value the bath house - At a minimum, property owner should have to pay amount enumerated in the agreement he signed - Cannot simply utilize mid-point price bc it cannot be assumed parties would've agreed to it - Likely no contract, parties wouldn't have agreed to either contract, thus bath house would've never been built

Swinton v. Whitinsville Savings Bank (18)

Facts - P bought D's house - D knew the house was infested w/termites, but P did not - D said nothing about this in the course of the transaction - P sued to recover the expense of repairs and elimination of the termites Discussion - Anchor case: you as re: termites and the seller says "no" despite knowing otherwise. Clearly would void contract - Law generally allows a party to escape contract if there are misrepresentation that are material (central to contract) OR fraudulent (meant to deceive) - Affirmative duty to disclose when you've discovered facts that make something you've said no longer true - Duty to disclose/revise if you rely on it - Possible duty to disclose if the stakes are high and the matter in question is material to the contract

Hollenberg Music Co. v. Berry (19)

Facts - P made a contract to sell a piano to D understanding that D would install it in a brothel. - D defaulted on payments, and P sued. - D's defense: unenforceable bc against public policy Discussion - Court: Contract was OK. Contract was an accessory to an illegal act, not contract for act itself. - Problem: If you don't enforce, piano place won't sell to brothels or any business wouldn't do business w/brothels bc debts are not enforceable

Trevathan v. Tesseneer (15)

Facts - Trevathan (P) was injured as passenger in automobile owned by Tesseneer - After several day hospitalization, Trevathan was examined for evidence of internal injuries and an elbow abrasion. Dr. was aware of fact that she'd been unconscious for a brief period and that she had a lump on the side of her head - Two weeks after the accident, reached settlement with StateFarm. Discharged Tesseneer and StateFarm from all claims stemming from "all injuries, known or unknown...which have resulted or may in the future develop..." from the accident in exchange for $344.16 - Three months later, Trevathan suffered a blackout. Diagnosed w/form of epilepsy caused by a traumatic brain injury from the accident, which would cause lasting physical impairment and expenses - Sought to invalidate release on ground that it had been based on a mutual mistake re consequences of the accident Discussion - Trevathan treated her knowledge related to her medical state as sufficient to sign the agreement §154(b) - She admitted she had no more injuries and was truly recovered

Drake v. Bell (3)

Facts - P made contract w/mechanic to repair vacant house for $210 - Bc of his own mistake, mechanic went into vacant house of next door neighbor (D) and repaired it - Discovered mistake after work was done, then informed D - Work done w/o D's knowledge; was of irremovable character (i.e. plastering/painting) - D disclaimed responsibility. Contractor reduced bill to $194 and D orally promised to pay sum - Work was of $194 value. D's house benefited from work to at least this value and became sellable - D didn't pay $194; P sued to collect Discussion - Restitution is a cause of action. To sue someone for restitution is to sue someone for collecting unjust enrichment. Ex: You accidentally paid the wrong plumber $1,000. You or the correct plumber can bring a claim for restitution against the plumber who has your money. - In this case, there is a case for restitution. Complicated part is what are these repairs worth and what are they worth to you. - What if owner was about to tear house down and didn't care for repairs. What if they absolutely didn't have the money to pay for it? - The moment the person who received the mistaken repairs suggests an amount, the court is less worried that they do not have enough money or do not intend to benefit from the repairs Holding - Court says there is consideration because of "past/moral consideration" which is when court asks: "if we don't enforce this, is there unjust enrichment?"

Crook v. Cowan (11)

Facts - P sends a letter to D, requesting carpets made to very specific specifications. P says in the letter that the carpets could be forwarded to him, or, D could have advised him of the costs, and P would have paid while the carpets were being made. - He sends a follow-up letter 16 days later. The next month, he receives a letter from D saying that the carpets were already shipped a while ago; check them out. - P refuses to accept the carpets because he hadn't heard from D, and says that he already bought carpets from someone else. Discussion - Can initial letter be understood as an acceptance? No. - Majority → a) thinks first telegram is acceptance (most courts wouldn't agree, would say it's only an offer) b) even if it's not an acceptance, the company accepted via delivery of product (performance - *Mailbox rule applicable to acceptance, not offers - There are two possibilities for acceptance by performance: (1) accept by complete performance or (2) accept by beginning performance. But you need to notify that you've begun performance if that's reasonable. Carpet guy can't just leave the other party in the dark if you know they don't know you've begun. - Crucial line: not when you begin, but when they undertake expenses that would be complete losses

Simpson v. London & North Wester Ry. Co. (27)

Facts - P was manufacturer of cattle-spice, cattle-meal, calf-meal - Habit of sending samples of goods to cattle shows and attending there to exhibit them - 1874: Cattle show was held at Bedford and samples of P's goods were exhibited there - Ds had an agent and office at the show for purpose of delivering/receiving goods - P's son made contract with D's agent to transport goods to different show - P's son consigned the goods as "boxes of sundries" and that they must be at Newcastle on "Monday certain" - Nothing expressly mentioned P's intention to exhibit the goods or that they were samples - Goods didn't arrive until several days after that time when show was over - P lost several days in going to and waiting at Newcastle to meet the goods. Proved he obtained custom y exhibiting goods at shows, but no evidence given as to prospects at specific show Discussion - Hadley rule application: specify need to ship on time → general, applies to all shipments - Court: context made it clear what was going on. Situation was notice enough of what the stakes were.

Consolidated Services, Inc. v. KeyBank National Association (12)

Facts - P was shipping company; D was a bank that made loan to P - P ran short of money and was late in repaying bank loan - P met w/bank to ask that it forbear from collection efforts in exchange for partial repayment right away - P claimed that bank agreed to wait for 45 days and that the bank promised to put this in writing - Seven days later, w/nothing ever put in writing, the bank seized assets from P's account to satisfy P's debt; Pushed P into bankruptcy - P sued bank for breach of agreement to forbear for 45 days. Bank said it only agreed to wait seven days, and that P's effort to enforce 45-day period violated Indiana's statute of frauds - IN statute covered agreements to "forbear from exercising rights under a prior credit agreement," - P argued that bank should be held liable for fraud under doctrine of promissory estoppel, bc it breached its promise to put 45-day agreement into writing and he had relied on the promise

Parker v. Arthur Murray, Inc. (16)

Facts - P went to Arthur Murray Studio to redeem free dancing lessons certificate - Instructor told P he had "exceptional potential," was convinced to sign contract for 75 hrs of lessons at cost of $1000 - Bottom of contract read: NON-CANCELLABLE NEGOTIABLE CONTRACT - P attended lessons regularly, was praised and encouraged regularly, despite lack of progress - Contract extensions and new contract for more hours were executed, each reading "NON-CANCELLABLE CONTRACT" - Some of the agreements also said "I UNDERSTAND THAT NO REFUNDS WILL BE MADE UNDER THE TERMS OF THIS CONTRACT." - P was severely injured in automobile collision, rendering him incapable of continuing dance lessons - At that time he had contracted for 2734 hrs, having paid $24,812 - Parker sought a refund; defendants refused to provide it Discussion - Could recover for current contract (at time of injury); Unlikely to succeed at recovering funds from prior contract (performance already executed)

Collins v. Uniroyal, Inc. (21)

Facts - P's intestate, a professional knife-thrower, died in car accident while en route to a performance - P's evidence was that the car's right rear tire had blown out, causing the car to roll over - She sued Uniroyal, tire maker - In defense Uniroyal pointed to the tire warranty language: "guarantee does not cover consequential damage" - Uniroyal claimed liability was limited to the replacement cost of the tire - Plaintiff claimed warranty limitation was unconscionable Discussion - Court is trying to determine if these terms are surprising or offensive. If everyone expects these terms, then so what? - Court: Agreement unenforceable. Both procedural and substantive unconscionability. - Applied UCC: Prevention of recovery for consequential damages (particularly personal injury) is prima facie unconscionable → to be valid this sort of waiver has to be highlighted and pointed out - Rational Ignorance: We sign things w/o reading bc they're typical or customary terms. Usually if the terms are customary, this is fine but if they're not and the terms are shocking it isn't ok. - Price presumed to be in exchange for no liability - Always want to ask if the deal is surprising, offensive, lopsided, or troubling

Shoels v. Klebold (14)

Facts - Parents of victims of Columbine HS shooting brought suits against parents of the shooters & some students - Plaintiffs in three camps: a) Wahlberg group. Sought global settlement between all defendants and most/all plaintiffs. Proposed amount from Ds that represented the limits of their homeowners insurance policies b) Rouse group. Open to a settlement w/the students. Wanted at least some of the settlement to be paid by parents of the shooters personally c) Fieger group(the shoels). Wahlberg closed in on agreements w/each set of defendants. Klebolds/Harrises and students would both utilize insurance proceeds - Wahlberg spoke Fieger's office and said "everyone else was on board" --> he was referring to the settlement w/the student defendants. Fieger thought it was re settlements w/all defendants, including Klebold and Harris. → that is why Fieger's confirmation letter spoke of both groups. - Wahlberg concluded the Shoels had decided to join both settlements - Fieger later realized the Rouse group was not joining the Klebold/Harris settlement. → the Shoels didn't want to settle w/the Klebolds/Harrises unless the Rouse group did. - Shoels immediately repudiated the settlement. Said Fieger and Wahlberg interpreted "everyone was on board" differently Discussion - Court: enforced settlement. Found that Fieger's interpretation of "everyone else was on board" was unreasonable - Ambiguities not in contract itself but in communication leading to agreement → different category? - Magnitude of issue where there is a misunderstanding? Not about the terms of the settlement but who is settling - Ambiguity → has no effect on money - How basic is the issue? Was misrepresentation between you & 3rd party? - Not central enough matter to agreement (side issue)

Dinken v. Weininger (30)

Facts - Pete and Cipiate are pedigreed, registered French poodles - P is owner of Pete; D is owner of Cipiate - P and D agreed to mate their poodles, and that P would receive one dog, a female, from the litter. - Litter of three puppies was born, one of which was a mal, the others females - The male died - P demanded female pup from D but D refused to make delivery Discussion - There is a breach - question is, what remedy is appropriate? Money damages? Injunction? - Is the dog unique? One could argue it isn't because there are two and the owner is perfectly fine with the other one. Counter: This dog is clearly unique because it's the offspring of two specific dogs intended to be mated - Court: The dog in this case is a unique good. The court granted an injunction. - Are money damages equitable? a) if the item is unique (like real estate), specific performance may be a better option b) if not, money damages are the default

Goebel v. Linn (20)

Facts - Plaintiff entered into a contract with Defendant to provide all the ice Defendant would use in its brewery. - The price of the ice was to be $1.75 per ton, and in case of scarcity of ice during the season of 1880, $2 per ton. - Plaintiff furnished ice to Defendant until May of 1880 when Defendant was notified by the ice company that they would not furnish anymore ice because of the failure of the ice crop the preceding winter. - Other brewer in the city with similar contracts got similar notifications. - Then Plaintiff said they would not furnish anymore ice until Defendants agreed to pay more for it. - At first, Plaintiff demanded $5 a ton but they finally agreed on $3.50 - Without ice, the beer would have spoiled. - Defendants paid for 8 months and then stopped. - Plaintiff sued. Discussion - Contract already set prices for future ice availability → both sides agreed to renegotiated price point - Did the ice company have the right to walk away from contract? Ordinarily no. - Can brewery reject price and sue? Not as meaningful. Don't have $ - If brewery insisted on $2 price, ice company would likely go under, meaning no ice for brewery - Court would likely say: Not duress, just commercial business. Court OK w/renegotiating

Purvis v. United States ex rel. Associated Sand & Gravel Co. (7)

Facts - Purvis was prime contractor hired to build $3m building at Seattle's World Fair - Negotiated w/subcontractor, Associated Sand & Gravel, for precast concrete work on building - Proposal had price of $1,032,500 - Parties were unable to agree with one of items in agreement → "strand and duct item" - Associated didn't want to carry cost. Purvis said they should get going w/agreement and they'd sort out the disagreement afterwards bc it wasn't a "big item" - Both parties signed agreement. Purvis said to Associate that they should get the material and they'll "wrastle something out" - Associated bought material for $9,355.77 and sought that amount from Purvis, who refused to pay - Associated sued Purvis. Purvis argued that no agreement re strand & duct material was ever reached, and therefore there was no actual contract between them Discussion - Magnitude of unresolve issue is relevant - Material cost less than $10k while entire job was over $1m. Small relative to entire job. - Purvis saying they'll "wrastle it out" implies meeting somewhere in the middle - Contracts try to give parties 1) what they wanted or 2) what they would've wanted - In Purvis, court thinks agreement to agree is binding

Hamilton Mill Theatre Development v. Regal Cinemas (17)

Facts - Regal ran movie theater; Hamilton was the landlord - Governor order movie theaters closed due to COVID - Once theaters could open, Regal stayed closed c studios weren't release any films to display - Regal stopped paying most of its rent; landlord sued - Contract contained force majeure clause that included "acts of God, governmental action" Discussion - Court: clause excused Regal's failure to pay rent. Terms of the lease put the burden of financial impact of unexpected pandemic on landlord - What if there was no force majeure clause? - Is it a deliberate allocation of risk to not include the clause? - Degree of frustration: Not a lot of alternative options/uses - How long and how costly must it be for it to be considered frustration? - Govt involvement alone does not necessarily equal frustration - Must consider: a) what else can you do with premises? b) put temporary inconvenience within broader frame of reference to assess degree - How specific is the contract re: nature of business?

James v. Turilli (11)

Facts - Turilli operated Jesse James Museum in Missouri - James generally believed to have been shot by Robert Ford in 1882 - Turilli advocated different view: man killed by Ford was an imposter, & James had lived on under the name Frank Dalton - Turilli made claim in an interview on national television; said to his interviewer he "would pay $10k to anyone, the audience, the network audience who could prove [him] wrong" - James's daughter-in-law filed lawsuit to collect the reward; her evidence was affidavit from the husband of James's sister that stated he attended James's funeral in 1882, that he saw the body, and that it was James Discussion - Should the offer be understood to be a serious offer? - Assuming it was a serious offer→ What is the standard that must be met? What should be the objective standard? - Court found liability here

Spooner v. Reserve Life Ins. Co. (4)

Facts - Reserve Life Insurance Co (D) issued a bulletin to its insurance agents re bonuses - Bulletin contained language stating that rewarding the bonus would be voluntary and that Reserve may withhold, decrease, or discontinue it w/o notice, among other things. - Spooner (P) and other insurance agents brought suit to enforce the promise of a bonus in the bulletin Discussion - 1) Is there a contract? 2) if not, is there promissory estoppel? - Is this consideration? One could say the incentive induced Spooner to work harder or stay at the company. They added benchmarks to meet. If a party sets benchmarks that someone was not originally obligated to meet → consideration. One could say this is a condition gift - What about the paragraph about this promise not being legally binding? Paragraph creates serious trouble. If removed, it looks great for the employee. Paragraph is illusory, which may not be a valid contract. - An illusory promise is one that is so indefinite it is incapable of enforcement. Also exists when the terms of the promise effectively make its performance optional or entirely within the discretion of the promisor. - Promise of a bonus was illusory, as it clearly made performance optional. - Can we get to promissory estoppel since we have performance? Court said no. Court said there's nothing to enforce. Teeters on the edge of fraud.

Maritime National Fish, Ltd. v. Ocean Trawlers, Ltd (17)

Facts - Respondents were owners and appellants were charterers of stream trawler which was fitted w/otter trawl (needed to operate) - Vessel could only be used in fishing industry - Charterparty was renewed for a year in Oct 25, 1932 - Both parties knew that a Canadian statute made it an offense to leave a Canadian port w/intent to fish with a vessel using an otter trawl, except under license from the Minister - March 1933: appellants applied to the Minister for licenses for five trawlers they were operating - Minister granted only three licenses, requested the appellants to name the three trawlers that would be granted licenses - Appellants named three trawlers, excluding the trawler in question - Appellants claimed they were no longer bound by the charterparty, pleaded that it had become impossible to perform contract Discussion - Frustration can't be your own fault - Court: Self-induced frustration. Renter loses and has to pay for the two boats. - Frustration would be if he didn't get any licenses and didn't select boats to license - Self-induced frustration if you have to choose which contract to breach (doesn't acknowledge context of external factor, i.e. govt.) → case is often criticized

Shay v. Aldrich (13)

Facts - Shay brought suit against five police officers, alleging they assaulted him in his home - Shay entered into settlement with two of the officers for $12,500 - Agreement included this language: "For $12,500...discharge Officer Locklear, insurer, together with all other persons, from any and all claims." - The three officers that hadn't settled w/ Shay moved to dismiss claims against them, citing language in the agreement discharging "all other persons...from any and all claims...resulting from an incident on Sept 8, 2004" - Shay sought to introduce parol evidence showing he didn't intend to release the other officers from liability Discussion - Intrinsic evidence. Hearing held in advance to assess culpability and estimated claims → other cops were determined to likely have to pay >$1m - Court: found there was a latent ambiguity → once additional information considered If court had decided against Shay: Shay could've filed malpractice suit for crafting agreement Shay didn't intend to agree to

Turner v. Green (18)

Facts - Shortly before interview between P's solicitor Fowler (D) and his solicitors, Fowler received a telegram informing him of the result of certain proceedings in the action favorable to the defendant, but didn't disclose the information before the terms of the compromise were agreed - D claims the agreement was no longer binding, on ground that a material fact had been suppressed Discussion - Court: Not under obligation to disclose information about the case → only exception being if client is dead - Factors: Misrepresentation, material to decision to agree to contract

Teich v. Aetna Ins. Co. (26)

Facts - Teich was hired by Aetna on month to month basis at a salary of $16,500/annum - Contract provided continuation until either party gave six month notice - Contract also mentions bonus but specific amount is left to discretion of Aetna - Teich w/o notice left his employment to take vacation - Agreement doesn't provide for vacations - After his departure, Aetna president wrote to him complaining of the situation and asking for his resignation - Teich refused to resign and cited contract to argue he was entitled to six months' notice - Teich later wrote he considered his "discharge" as irrevocable - Aetna president responded that he was not discharged and that he could return and work for the six month period; Twitch refused - Suit is for six month salary and a $10k bonus (bonus based on alleged promise that it'd be in that amount) Discussion - Aetna focuses on Teich's responsibility to mitigate by returning from vacation. Does Teich have to show up in order to be paid? - Anchor: Person is fired and told insults on basis of race, sex, sexual orientation. Offered to come back as mitigation. - Court: Need a trial to figure out who is acting in bad faith. - Employee would argue: employer wanted to avoid paying $10k bonus. To make him whole he needs the six month salary AND the bonus bc six month contract would've run to the end of the year

Peevyhouse v. Garland Coal & Mining Co. (24)

Facts - The plaintiffs and defendant had a contract whereby defendant for a period of five years had a coal mining lease on the plaintiff's farm. - Defendant agreed to perform certain restorative and remedial work at the end of the lease period. - Defendant breached on that covenant. An expert witness testified that the work cost would be $29,000. - Plaintiff sued for only $25,000. - However, doing the restorative work would not increase the value of the farm more than $5,000. Discussion - Court: damages are excessive because the cost of performance would be more than the value gained by full performance. - Court calculated damages by saying $3k (value before mining) - $300 (value after mining) = $2,777 - Court left out the value of the coal on the land - Could argue Garland was unjustly enriched - Difference between this case and pipe case is that this case wasn't a mistake, the work was intentionally left undone - Peevyhouse also probably wouldn't have agreed to this w/o the condition of restoration

Lap dance case (5)

Facts - Two men went to strip club where they received lap dances - Lap dances were $30 each, and each new song was a new lap dance → men didn't know this - Manager check in w/them every once in a while to see if they wanted to pay, but men said not to worry and that they had the money - Racked up bill of $2,460 - Men only had $50 in cash and $500 limit on credit card Discussion - Result of the case depends on how obvious it is that each new song constitutes a new dance. Implied terms must be reasonable in order to force the person to pay for them. Implied contract doesn't work here

Vanderbilt v. DiNardo (31)

Facts - Vanderbilt hired DiNardo as head coach of football team - Contract included provision stating if he resigned/was terminated prior to completing 5-yr term and goes to work at another university, he has to pay base salary x number of years remaining on the contract - DiNardo left Vanderbilt for LSU in middle of contact - Vanderbilt sued to collect damages; DiNardo objected on grounds that it was an unenforceable penalty clause Discussion - Court: These are liquidated damages, not a penalty. Coach has to pay. - University claims actual damages are difficult to calculate: cite university being embarrassed, team being unstable, fundraising efforts negatively impacted - Is the fact that the damages stipulated equal to his salary suspicious? What do all these aspects have to do with his salary? It's important to ask if each clause is rationally related to what will damage the other party (rather than getting back at you for leaving and pissing you off) - Is it weird that these damages only apply if he quits to go to another team? Why doesn't it apply if he just sits at home? → Professor said this isn't a deal breaker but it is concerning

Walker & Co. v. Harrison (23)

Facts - Walker made signs; Harrison was dry cleaner. Entered 3-year contract where Walker agreed to make a flashing neon sign for Harrison, then install and service it. Harrison paid rent/month - Contract: Obligation to clean/repaint sign was up to the lender "as deemed necessary" - Someone threw tomato at sign, Walker asked for it to be cleaned off. It wasn't done. - Rain washed away tomato and left stain. Then cobwebs, rust, and graffiti were visible - Harrison suspended payments and sent Walker a telegram saying they no longer had a contract because he refused to maintain signs as agreed - Walker's reply asked for examples of its failure to maintain the sign and noted that Harrison was obligated to continue payments otherwise he'd breach - Harrison refused to pay more; Walker sued for breach Discussion - Options for Harrison when Walker breaches? Ask for "cover" expenses of hiring third party to clean sign since Walker failed to do so - Purpose of contract: to advertise business. → sign dirty but still functional - Material breach: breach that allows the repudiation of a contract - Court: Dry cleaner lost. If there was a breach, it wasn't that bad. Not bad enough to terminate

Wood v. Boynton (15)

Facts - When Wood (P) went into Boynton's (D) store to get a pin fixed, she asked him what a certain stone was that she happened to have with her. - Wood told Boynton she had been told it was a topaz. - Boynton looked at it and said it might be and that he would buy it if she would sell it to him. - Wood said no, but asked Boynton how much it would be worth. - Boynton said he did not know but would give her a dollar for it. - Boynton also asked a few questions about where she found the stone. - A few months later, Wood needed money badly and thought every dollar would count, so she went to Boynton and sold it to him for a dollar. - Before Wood brought action, she offered to pay Defendants $1.10 (interest) and demanded they return the stone, but they refused. Discussion - Stone had changed hands (unlike cow in Sherwood) - Did Wood bear the risk of the mistake under §154(b): aware of her limited knowledge but treats knowledge as sufficient - Court: diamond stays with buyer. Neither understood what they were dealing with. - First line of questioning: what would the parties have said they wanted on this issue? - If Boynton knew it was a diamond and there was proof, would be fraud, and there'd be ground for rescission

Wrench LLC v. Taco Bell Corp. (5)

Facts - Wrench LLC (P) developed fictional character known as "psycho chihuahua," a smart, feisty dog w/attitude - Alfaro from TB corp (D) saw Wrench's chihuahua at a licensing trade show and asked for materials about the character to take back to TB - Alfaro began promoting chihuahua around TB as a potential corporate icon for commercials/advertising - Wrench hired Strategy Licensing to conduct licensing negotiation w/TB on Wrench's behalf - Alfaro asked Strategy to develop a proposal for terms of use of chihuahua. Strategy sent proposal. TB neither accepted or rejected proposal. - TB hired new advertising agency, Chiat/Day to work to develop a new advertising campaign - Chiat/Day presented TB w/three separate advertising strategies. One of them involved using a chihuahua w/intense urge for TB. Claimed they came up w/idea independently of Wrench's chihuahua - Alfaro again met w/Strategy and Wrench wanting to continue to work w/them on psycho chihuahua for TB - Strategy provided Alfaro w/additional chihuahua products, and Alfaro passed these to Chiat/Day - TB launched successful national ad campaign featuring feisty chihuahua - Wrench brought suit against TB claiming breach of implied contract Discussion - When Wrench disclosed its idea to Alfaro, it expected to be compensated for the idea if TB used Psycho Chihuahua - Disclosure by Wrench to TB, with Wrench's reasonable expectation to be compensated if TB used the idea, is sufficient to form a contract implied in fact.

Irmen v. Wrzesinski (1)

Facts - Wrzesinki was 12 y.o. baseball card collector (owned ~40,000 of them). - Spotted 1968 Nolan Ryan/Jerry Koosman rookie card at store that sold old sports cards & collectibles. - Price of card was marked as "1200/." - Inexperienced sales clerk interpreted this as $12.00 and accepted amount from Wrzesinski. - Store owner claimed card had been offered at $1,200 (price in line w/market value) & demanded its return. - Wrzesinski refused, owner sued for return of the card. Discussion - Kid was an expert baseball card collector & knew that clerk didn't want $12.00, therefore no meeting of the minds b/c the kid knew they didn't mean what they were saying - No meeting of the minds: turns on the clerical error AND the fact that the kid was an expert made it easier to determine. If kid wasn't an expert, it would be a little bit more complicated and we would have to rely more on the clerical error and look at the detrimental reliance - One cannot make a valid contract when it is known that the offeror was not intending to make that offer - Hypo: If the shop owner did not know the card's value and was intending to sell it at that price, it would be a valid contract. - Hypo: If the kid did not know the actual price, it MIGHT be a valid contract.

Rosenthal v. Fonda (12)

Facts 1- 968: Fonda retained service of NY law firm → entered oral agreement that she'd pay 5% of earnings as compensation for firm's services - Rosenthal, an attorney at firm, assumed responsibility for large share of activities on Fonda's behalf - 1971: firm dissolved and in 1972 Rosenthal began to represent Fonda as independent private practitioner - Rosenthal alleged that in April 1972 he and Fonda entered oral contract where he agreed to provide legal services and Fonda would in turn pay him 10% of all gross professional income derived from projects initiated during his tenure - Fonda discharged Rosenthal in 1980. Rosenthal sued to recover commissions on projects that were started during his tenure and that produced income after it ended - Fonda claimed agreement was unenforceable under statute of frauds → bc not in writing Discussion - Restatement requirement of "writing" applies to contracts "not to be performed within one year" - NY court found that statute of frauds applies → unenforceable agreement