Contracts

Allegheny College v. National Chautauqua County Bank

Cardozo Case / Promissory Estoppel Case Facts: D (via a woman) promises to pay $5k in installments to college; $1K is paid; Before D dies, she repudiates the offer; P sues. Holding: A party's acceptance of a portion of a pledged donation constitutes sufficient consideration to enforce the promise to pay the remainder of the donation; Consideration: College subjected itself to a legal detriment—the duty to perpetuate Johnston's name through the fund—by accepting Johnston's initial donation of $1,000 Promissory Estoppel Elements (What P Proves): (1) Defendant made a promise (2) The defendant should have reasonably expected P to act or refrain from acting in reliance on the promise (3) P acted or refrained from acting in reasonable reliance on the promise to its detriment (4) Injustice can be avoided only by enforcement of the promise

Klocek v. Gateway Inc.

D moves to compel arbitration; Arb clause was in the terms & conditions in the box; terms inside are proposed additions to the offer Holding: UCC will also apply to "battle of the forms" even when there is only one form; When Offeror (P here) is not a merchant, 2-207 provides that additional terms in the acceptance do not become part of the agreement unless the offeror expressly agrees to them; P never explicitly assented & Express assent cannot be presumed by silence or mere failure to object;

Rego v. Decker

D renews contract and also exercising his option to purchase the land and assets P did not comply with D's demands and conveyed the property to others, who took notice of D's interest P argues no specific performance cause terms were uncertain D argues there was certain terms Holding: The court must ensure that the reasonable expectations the parties had when entering into the contract are met. This can be accomplished by filling gaps where uncertainties exist in the contract; A court will not fill in gaps where the contract manifests a failure to reach an agreement, only where they can be sure of the parties' intent in making the contract

ProCd v. Zeidenberg

D tries to abuse a software and not pay full price for enterprise license; P sues and wins in appellate court Public Policy Decision (Easterbrook - Might make consumers worse off...); Shrink-wrap license is enforceable; Can't pick and choose terms; manifestation of assent through behavior or actions (using the software)

2949 Inc. v. McCorkle

D wants signage for his flower shop; Approaches P; D signs a preprinted contract, sends it to P; P signs but does not return it; D backs out of deal only to get a late letter saying P accepts The promise not to revoke must be supported by consideration, even if it is nominal; Because no consideration, the irrevocability clause in unenforceable; UCC § 2A-205 (Firm Offer) - must have separate signatures supporting the option if no consideration is to be given for the option

Phillips v. Moor

D would press P's hay while deciding to purchase it; P agrees and the barn catches on fire, destroying the hay All about acceptance within a reasonable time; must make known the intention to withdraw the offer on account of a delay in response...if he does not he must be regarded as waiving any objection to the acceptance as being too late Ownership of goods shifts at the moment of acceptance, generally

Betaco, Inc. v. Cessna Aircraft Co

Facts: Agreement to buy an airplane. Betaco seeks to pul out of agreement as it is not up to specifications. Seeks to use brochure with desired specifications as evidence of Express Warranty. The contract says no warranty. Holding: Court finds summary judgment for betaco improper, as reasonably contract could be seen as fully integrated. Reverses decision as this is a question of fact "We find it somewhat implausible that the parties might have considered the 'more range' reference to be part of their agreement yet failed to include it in the purchase contract with the level of specificity characteristic of that document" - Look at the complexity of parties and the due diligence required by them

Angus Chemical Co. v. Glendora Plantations Inc.

Facts: Angus seeks to change pipe due to frequent leaks, however, the meaning of the word "replace" is ambiguous in the contract. Original pipeline abandoned, Glendora seeks to use parol evidence to prove Holding: Parole evidence may be introduced for clarification when a court deems a clause to be ambiguous Williston v Corbin Williston - Leading proponent of the "four corners approach" - Would exclude extrinsic evidence -Thought this methodology would promote certainty Corbin - Fulfilling the intention of the parties was the only goal of this or any other interpretative rule - When quotations of ambiguity arose, he would urge the judge to send the jury from the room, hear the evidence, and ask "If the proffered evidence were true, is it inconsistent with the contract written?"

Waddle v. Elrod

Facts: Aunt and Niece have dispute ove house. Aunt agrees to settlement agreement emailed to her. Changes her mind, Niece sues Holding: The statute of frauds applies to a transfer of an interest in real property. The statute of frauds provides that a contract for the sale of land must be in writing to be enforceable. Settlement is enforced On the Statute of Frauds: The contract effecting the transfer need not be written in its entirety to satisfy the statute of frauds, but it must be evidenced by a writing. This writing does not need to be a single document, but it must, in whole, contain the essential elements of the agreement. In sum, the combination of the emails and cross-claim satisfy the statute of frauds.

Langel v. Betz

Facts: Betz assigned duty of selling property to Langel, Betz does not sell property when specified and Langel brings suit against him Holding: Assignee is not liable for breach of contract as long as there is no evidence that he had not assumed duty of the contract

Chodos v. West Publishing Co.

Facts: Chodos works on book for 3 years. The publisher has change in management and rejects book due to lack of profitability. Chodos sues, saying that the contract only allowed rejection for poor content Holding: Court agrees with Chodos, states that in termination express agreements like this, the company must be specific. The contract mentioned only content, not profitability, therefore in breach

Zippysack LLC v. Ontel Products Corp.

Facts: Contract between two parties allowing Ontel to sell out product that is in dispute. Ontel finds more product than bargained for, seeks to sell more than bargained for. Zippysack sues for breach Holding: While ontel argues unilateral mistake, court finds for zippysack since enforcement of the contract would not be unconscionable and ontel should have been more diligent

White v. Valencia

Facts: Contract to rebuild truck engine Holding: A minor who disaffirms a contract may be held liable for benefits received even though the benefits are not necessary and even though the benefits cannot be returned in kind. Restitution here

Raffles v. Wichelhaus

Facts: Contracts to ship cotton from India upon ship named Peerless. Peerless arrives with no cotton, other peerless arriving a month later. Holding: No breach of contract as there is a genuine misunderstanding. As a result, no mutual assent

Jones Associates v. East Side Properties

Facts: Creation of infrastructure, part of the contract is for Jones to gain approval of county. When this does not occur, Eastide claims this to be conditions precedent. Not stated as conditions precedent explicitly in contract Holding: Ambiguous case, and when ambiguous, courts will consider clause to be a promise Where language in a contract is ambiguous as to whether the contract contains an express condition precedent or a promise, the court will determine the parties' intent by examining the entire contract, circumstances surrounding the contract's formation, the parties' subsequent conduct, and the reasonableness of the parties' respective interpretations.

Williams v. Walker-Thomas Furniture

Facts: Cross-collateral contract for furniture Holding: When an element of unconscionability is present at the time of contract formation, the resulting contract is not enforceable.

Hibschman Pontiac v. Batchelor

Facts: D buys a GTO from P; Gets false assurances and is treated in bad faith; D takes in car 20 times and never gets it fixed properly; Holding: P wins, but gets damages reduced due to the original award not passing the "first blush" test, i.e., they are outrageous Punitive damages may be awarded in addition to compensatory damages whenever the elements of fraud, malice, gross negligence or oppression mingle in the controversy On assessing punitive damages: Court may show the wealth of D to the jury to better allocate damages to a wealthier D; more damages cause more money required to dissuade a wealthy person

Petterson v. Pattberg

Facts: D says he'll reduce the debt payments for P; P goes to follow through on the deal; D rejects last minute Any offer to enter into a unilateral contract may be withdrawn before the act requested to be done has been performed; Cardozo sides with majority, standing on principle that an offer can be withdrawn before acceptance

Humetrix v. Gemplus

Facts: D screws over P in a business deal; intentionally ghosts them; D breaches without substantial performance; Battle of Experts at trial to determine financial value lost by breach Holding: Expectation damages here; P entitled to $15 mil in lost profits due to breach New Business Rule - if a "new" business is able to show reliable proof of prospective profits, it should be entitled to them

Universal Computer Systems v. Medical Services Ass'n of PA

Facts: D solicits for the lease of a computer; P preps a bid and sends it off, with the expectation it will be accepted; D backs out last minute Holding: To hold one liable for a promise... the promise must induce such action or forbearance and circumstances must be such that injustice can only be avoided by enforcement of the promise

Laclede Gas v. Amoco Oil

Facts: D to supply gas; D informs P gas increases in price; P asks why but gets no response; D then terminates contract citing lack of mutuality Holding: A court can grant specific performance if the court can determine with reasonable certainty the duty of each party and the conditions under which performance is due; Courts will not render a bilateral contract invalid if only one party retains a right of cancellation

Lawrence v. Fox

Facts: Debtor owes plaintiff money; defendant wants to borrow the $300, and promises to pay Lawrence; He doesn't; P sues Fox Holding: When one person makes a promise for a third party's benefit, the third may bring action Think about who owns the paper at the time

Stepp v. Freeman - Implied in Fact

Facts: Defendant + Plaintiff part of a group at work who purchased lottery tix. The parties had a work dispute, as a result Defendant did not collect Plaintiff's contribution to the lottery. The group won but Plaintiff never got his share of earnings. Holding: Strong history of repeated behaviors and actions lend credence to the fact that there was an implied in fact contract; "Course of dealing"; rights/ duties the same regardless of contract type

Sullivan v. Bullock

Facts: Defendant asks contractor to not be in home while she is not there. Subcontractor there one day when she is not there, tells contractor to never come back. Contractor not paid+sues Holding: Court finds against defendant, stating that despite he fact there was not substantial performance, it is due to defendant's lack of cooperation. Parties have a duty to cooperate

Lefkowitz v. Greater Minn. Surplus Store

Facts: Dude wants to act on a newspaper ad and get a fur coat; clerk wont let him cause he's a bigot Offer must be: clear, definite, and explicit. P showing up was the acceptance which then created a binding contract; Offer can be withdrawn at any point before acceptance

Howard v. Federal Crop Insurance Corp.

Facts: Insurance for ruined crops. Howard cuts down stalks before inspection, which is against the contract. No payout was given. Sues, says stalks clause general promise. If express, no payout Holding: Court finds for Howard, as stalks clause included in one part of contract and not another. If a contract specifies one thing and fails to specify same thing later in contract, the expression of the first implies the absence in the second.

Jacob & Youngs Inc. v. Kent

Facts: Jacobs building house where plaintiffs ask for specific piping. Use equivalent but different type. Plaintiffs ask to replace but Jacobs says it will cost too much. Plaintiffs sue for specific performance Holding: If a party substantially performs its obligations under a contract, that party will not be forced to bear the replacement cost needed to fully comply with the agreement but instead will owe the non-breaching party the difference in value between full performance and the performance received. Substantial performance does not mean perfect performance

Taylor v. Caldwell

Facts: Music hall burns down Holding: Impossibility; force majeure; Act of God

Harris v. Watson

Facts: Old wooden ship bound for Lisbon; D (Capt.) promises to pay more to P et. al.; D doesn't Holding: Siding with P would set a dangerous precedent; shouldn't give power to sailors as mutiny could result/unfair balance of power

Lake River Corp. v. Carborundum

Facts: P and D engage in a logistics contract; the contract created a windfall even if D performed 90% of the contract Holding: The clause that would enact in the instance of a breach constituted a penalty clause, and therefore was unenforceable. Liquidated Damages: must be a reasonable estimate at the time of contract formation of the likely damages to occur from the breach; there must be difficulty in assessing damages after the breach occurs. If this is not the case, the clause is likely a penalty clause.

United States v. Algernon Blair

Facts: P and D engage to build a naval hospital; P was to do the steel erection and supply D with certain goods including a crane; D does not pay for crane rental/ fails to make payments for it; P stops working and brought suit to recover for labor and equipment furnished Holding: A subcontractor who justifiably ceases work under a contract because of the prime contractor's breach may recover in quantum meruit the value of labor and equipment already furnished pursuant to the contract irrespective of whether he would have lost money on the contract QM - FMV/ reasonable value of performance Measuring standard for QM - The amount for which such services could have been purchased from one in the plaintiff's position at the time and place the services were rendered

Santorini Cab Co. v. Banco Popular

Facts: P and D engage to buy/sell a medallion; D is unable to sell medallion Holding: The medallion can be bought in the market place; Damage calculation is contract price less FMV (plus interest) at the time of the breach; Expectation Damages Note: If the good could not be bought in the mkt., the damages would be the loss the buyer sustained, i.e. the full cost of the item in the contract

Professional Bull Riders v. Autozone

Facts: P and D enter into a 2-yr sponsorship agreement, with the option to continue after year 1; D never signs, but then assents to an oral agreement with identical terms (manifestation of acceptance through behavior); D then pulls out after one full year Holding: The contract is enforceable under the statute of frauds; it offered D the option of completing its obligations in one year, and thus does not violate Statute of Frauds; the contract could technically be completed in one year (if it can't, then oral contract is not enforceable) Alternative Methods of performance do not make a contract in violation of the Statute of Frauds

Eastern Dental Corp. v. Isaac Masel Co. - Good case for Statute of Frauds

Facts: P and D have a business arrangement, none of which was a written contract; only invoices and statements ; D to sell P orthodontics goods at wholesale prices, with favorable credit rates; D then stops selling products to P because of business limitations Holding: To satisfy the statute of frauds, the quantity term in a requirements contract need not be numerically stated, but there must be some writing that indicates that the quantity to be delivered under the contract is a party's requirements or output Ct. found that the contract was not enforceable under the statute of frauds because of no output/ quantity requirement Statute of frauds, all transactions over 500 required to be in writing

Parker v. 20th Century-Fox Films

Facts: P and D to make a movie; D decides not to produce the initial movie, but promises to cast her in another with nearly identical terms, but different kind of movie and in AUS vs USA. Summary Judgement for P is affirmed. Holding: Because the new role was inferior and different, P did not fail to mitigate her damages by refusing to accept the offered role. Recovery in Wrongful Discharge: amount of salary agreed upon, less the amount which the employee has earned or with reasonable effort might have earned from other employment Court should not abuse judicial notice - the ability of a court to declare a fact presented as evidence as true without a formal presentation of evidence; factual issues should be resolved by the jury

Beard Implement v. Krusa

Facts: P and D want to sell/buy a tractor; P never signs the agreement; D free to walk away as a result The offeror is the master of his offer; "Purchase order is unambiguous in inviting acceptance only by the signature of plaintiff's dealer"; No acceptance of D's offer, therefore no contract

Centex Homes v. Boag

Facts: P builds condos; D wants to buy a condo and puts money down; D then lets P know he has to move and cancels all future checks; P sues for specific performance Holding: Finds for P; lets them keep the deposit; specific performance non-applicable here Since the property at issue here is not unique, Centex is not entitled to specific performance of the contract with the Boags

Lopez v. Reynoso

Facts: P buys car from D; Dispute as to the terms of the contract; D brings in parol evidence, saying contract wasn't fully integrated; court was obligated to allow it in order to determine the integration of the contract Holding: D wins parol evidence may be taken into consideration to determine the intent of the parties, to properly construe the writing, and to determine whether the writing was actually intended to be the final expression of the agreement Issue was a merger clause: it was a boiler plate, these are the full terms of the contract

McIntosh v. Murphy

Facts: P contracted by D to work in a dealership in Hawaii, for allegedly one year; P sells his stuff, moves to HI, etc.; P is then fired cause he was bad at his job after only 2 1/2 months; P sues for breach Holding: P wins $12K; An oral employment promise is enforceable, notwithstanding the Statute of Frauds, if the injured party seriously changes his position in reliance on the promise and failing to enforce the promise would result in unconscionable injury. All about preventing injustice due to reliance; injustice can only be avoided by enforcement of the contract

Lingenfelder v. Wainwright Brewery Co.

Facts: P contracted to design and build D's brewery; D engages a competitor to build the refrigeration; P gets pissed and demands more money; D agrees to pay more once the job is done; D doesn't pay Holding: An additional promise to pay for doing that which is already required under the contract lacks consideration; When a party merely does what he has already obligated himself to do, he cannot demand an additional compensation therefore, and although by taking advantage of the necessities of his adversary he obtains a promise for more, the law will regard it as nundum pactum, and will not lend its process to aid in the wrong

Lumley v. Wagner

Facts: P contracts D to sing exclusively for them for one year; Covent Garden convinces D to break her contract with P; P sues for specific performance Holding: Courts cannot impose a positive injunction, but they can impose a negative one, i.e. prevent one from doing an act (like a non-compete) Lumley Rule: we will not make someone work against their will

Freund v. Washington Square Press

Facts: P contracts with D for a royalty contract on his manuscript; D gives P the advance, per contract; D does not choose to publish the manuscript; Holding: The injured party should not recover more from the breach than he would have gained if the contract was fully performed Damages must be: (1) foreseeable (2) measurable with a reasonable amount of certainty (3) adequately proven

Kafka v. Hess

Facts: P gets a deed to a dead family member's property; He gets to the property and finds a ton of stuff missing; D also spent a ton of money refurbishing the property and only told P after all services were bought and paid for; D demands reimbursement Holding: D is not entitled to reimbursement for her expenditures on the property (she also did not act in good faith in doing so); P cant be demanded to pay for something he had no idea about, even if he gets a benefit from it Restitution is not valid here: one who confers a benefit upon another without affording the other the opportunity to reject the benefit has no equitable claim for relief

Hoffman v. Red Owl Stores

Facts: P gets dragged along to get a store from D; P undertakes many actions in order to get the store; Deal then falls through, leaving P holding the bag Holding: Classic P.E. case; the court held for P; it's all about fairness and preventing injustice

Sullivan v. O'Connor

Facts: P goes in for a nose job; gets 3 surgeries; D botches the surgery Holding: Reliance damages here; wanted to put the plaintiff in as good a position as she was in before the promise was made Note: Pain and suffering damages are allowed when those damages flow directly and naturally from the breach; they are compensable as either expectancy damages or reliance damages.

Hawkins v. McGee - Hairy Hand

Facts: P goes in for surgery on his hand; Doctor gives a warranty (good as new hand); Doc messes up surgery and gives P a hairy hand Holding: Expectation Damages; plaintiff's reward was the difference in value between a good hand and the value of his hand in the present condition; Also breach of warranty (hand was not "good as new")

Britton v. Turner

Facts: P is contracted to work for D for a full year; he would get paid at the end of the contract; P stops working after 9 1/2 months; D refuses to pay him Holding: An employee can pursue QM even after voluntarily breaching a contract; The idea is to prevent unjust enrichment Turner introduced no evidence at trial of damages that he suffered due to Britton's breach and the jury determined that the value of Britton's services was $95

Crabtree v. Elizabeth Arden

Facts: P is recruited by D; P wants a step up in salary and other contract stipulations; D sends over a proposal to P; P agrees; D had a memorandum made up entitling the contract stipulations; Payroll issue occurred, and D's secretary drafted a new payroll change card; P signed it; D did not. D alleges statute of frauds bars the agreement Holding: P wins; Statute of frauds does not require the memorandum to be in one document; Parole evidence was allowed to connect the documents together; Matter of law for judge - he could throw out the case if he found parole evidence did not tie the documents together; Parol evidence further allowed to provide a definition to the ambiguous term

Peevyhouse v. Garland Coal & Mining

Facts: P leases land to D for drilling coal; P puts in the contract to restore the land; D does not restore the land Holding: The owner is entitled to the money which will permit him to complete, unless the cost of completion is grossly and unfairly out of proportion to the good to be attained. When that is true, the measure is the difference in value Want to avoid economic waste and creating a windfall for the plaintiff; here the cost of performance would have tendered P more money than the value it would have rendered.

Wood v. Lucy, Lady Duff-Gordon

Facts: P makes an agency contract with D (1) A contract may be enforced when there is no evidence of a promise, exchanged as consideration, in the explicit terms of the contract. (2) A promise to use reasonable efforts may be implied from the entire circumstances of a contract. (3)Implied promise and duty acts as consideration

Webb v. McGowin

Facts: P saves D from death; D agrees to pay him a sum for the entirety of P's life; P sues after D dies and payment stops. Holding: Moral duty + subsequent promise + pecuniary /material benefit = consideration; Estate needs to continue payments Concurrence: "Law should not be separated from justice"

Schnell v. Perlmon

Facts: P sells onions to D (Free On Board - buyer takes ownership once goods in transit); D gets onions, has gov't inspect them; a number of onions are bad; d informs p and only pays for what is good via checks; P cashes checks, keeps money and still asks for the remaining amount. Holding: Accord and Satisfaction - A method of discharging a contract or settling a cause of action arising from a contract or tort; Elements 1. The obligor [Schnell] in good faith tendered (offered) an instrument to the obligee [Perlmon] as full satisfaction of the claim 2. The amount of the claim was unliquidated or subject to a bona fide dispute 3. The obligee [Perlmon] obtained payment of the instrument 4. The instrument contained a conspicuous statement to the effect that it was tendered as full satisfaction of the claim

Thomason Printing Machinery v. BF Goodrich

Facts: P sells used printing equipment; P goes to D to look at goods; P discusses sale terms, including price, with a manager there; P then sends a PO to D; P sues D for failure to perform; Lower Ct. holds the oral agreement does meet the Statute Holding: P wins, and the contract is enforceable under the Statute; UCC 2-202(2) applies here "Merchant's Exception"; Here, there were confirmatory writings that showed the establishment of a contract Merchant's Exception - 2-202(2) - takes away the Statute defense unless there is a written objection w/in 10 days (1) Writing is received...and the recipient has reason to know its contents (2) No specific recipient is required, just has to be an agent of the counter-party P met both of these requirements: (1) both the check and letter had all important and necessary info (2) the receipt was to D Due Diligence - 1-201(27) (1) Notice is effective for a transaction from the time it would have been brought to the attention of the counter-party if they had exercised due diligence D's mailroom f'd up...still not an excuse / afford them the defense of non-receipt

Rockingham County v. Luten Bridge Co

Facts: P solicits D to build a bridge; P then says they no longer want the bridge; D builds it anyway Holding: When receiving a notice of a party's breach, the on-breaching party cannot increase their damages after the breach; the non-breaching party must treat the contract as broken when notice is received, cease performance, and sue for any losses sustained from the breach as well as profits that would have been realized upon performance P has a duty to mitigate their damages Expectation Damages Math here: Damages prior to breach (incidental damages) + expected profits

Merry Gentlemen v. GLP - Michael Keaton

Facts: P sues Keaton; D did perform, but not to the level P liked; P alleges because of the breach, the movie flopped Holding: D had substantially performed; reliance damages (reset button damages) would have created a windfall Note on Reliance Damages: Reliance damages are appropriate as an alternative to expectation damages if the non-breaching party is unable to calculate expectation damages with reasonable certainty The non-breaching party must still provide sufficient evidence to permit a reasonable factfinder to conclude that the breach caused the losses claimed by the non-breaching party.

Maglica v. Maglica - evil woman

Facts: P sues for breach, et. alia, and Quantum meruit; P and D never get married, but P contributes to the business in some way; D never gives her any stock in the company; P then sues Holding: Jury erred in the allocation of damages to P; QM is based on the value of the services and the benefit they conferred to another; P can only recover the FMV of her services Quantum Meruit: (1) based on value of services (2) does not require an actual contract to exist b/wn the parties in order to recover

Mitchill v. Lath

Facts: P to buy a farm from D; the farm had an ice house P wanted removed; the removal was in the oral agreement; they do not remove the ice house Holding: D wins Under the parol evidence rule, written or oral evidence that contradicts a final written agreement is not admissible in a court of law unless it constitutes a parol collateral agreement that is completely distinct from and independent of the final written agreement In order for an oral agreement to vary the written one: (1) the agreement must be collateral (a separate agreement from the primary) (2) The agreement cannot contradict express or implied provisions of the written contract (3) It must not be so clearly connected with the principal transact/ parties wouldn't be expected to put it in the contract

Wagers v. Associated Mortgage Investors

Facts: P to buy lots of land from D; P and D exchange letters; D is saying they are doing all they can to consummate the sale, but there are holdouts; P responds citing that he affirms the sale; D responds saying they intended no such meaning Holding: D wins, as statute of frauds is not met. The writings in unison did not establish mutual assent; part performance was not present here Oral agreement can meet the Statute provided there are a series of written docs/ memos which would establish (1) Subject matter (2) Consideration (3) Identity of Parties (4) Terms of the agreement Part Performance can be within the Statute under an oral contract (acts as an exception to it) - NEED 2: (1) Delivery and assumption of actual and exclusive possession of the land (2) Payment or tender of the consideration, whether in money, or property, or services (3) The making of permanent, substantial, and valuable improvements, referable to the contract

Horn Waterproofing Corp. v. Bushwick Iron & Steel Co.

Facts: P to repair D roof; D didn't like the work and sent a check saying "in full" on the back"; P accepted the check, but wrote "under protest" on the back; P sued Holding: UCC 1-207: This section permits a party involved in a Code-covered transaction to accept whatever he can get by way of payment, performance, etc., without losing his rights to demand the remainder of the goods, to set-off a failure of quality, or to sue for the balance of the payment so long as he explicitly reserves his rights; "Under Protest" - Was an effective means of precluding an accord and satisfaction or any other prejudice to the rights thus reserved

Thompson v. Libbey

Facts: P to sell logs to D; their written agreement did not include a warranty on the quality of logs; D sues for breach of warranty; Trial court allows parole evidence for oral warranty Holding: P wins; New trial is allowed When the written agreement is intended to be the entire agreement, parol evidence cannot be introduced to establish terms of the agreement and parol evidence cannot be introduced to establish whether or not the contract is intended to be the entire agreement.

Teradyne Inc. v. Teledyne Ind.

Facts: P to sell transistors to D; D cancels last minute, but offers to buy another system; Holding: P should be able to recover because P was a lost volume seller; P was still entitled to collect its lost profit less direct costs associated with producing and selling it Lost Volume Seller: a seller who sells to a buyer after a previous buyer has breached a contract for sale but who would have been able to make a sale to the second buyer even if the first buyer had not breached UCC applies here Jericho Test Applied Here: lost profit minus the producing and selling costs associated with the product

Fujimoto v. Rio Grande Pickle Co.

Facts: P wants specific contract guarantees; P signs, but doesn't send back new contract; Manifestation of acceptance through continued work; If the overt act is one that clearly expresses an intention to accept the specific offer and is in fact known by the offeror, there is an effective acceptance; No evidence there could only be acceptance by the return of signed docs.

Odorizzi v. Bloomfield School District

Facts: P was arrested for homosexual activity. After release, the school he teaches pressures him into signing a resignation. Sues saying resignation contract not valid Holding: Court finds resignation contract invalid due to undue influence. Made him sign contract during specific time of high stress.

Hadley v. Baxendale

Facts: P's a miller; shaft breaks in the mill; D is solicited to send over a new shaft; the delay in delivery causes lost profits Holding: The breaching party can only be responsible for damages that are foreseeable; D does not have to pay Special Circumstances Damage Rule: Damages for special circumstances are assessed against a party only when they were reasonably within the contemplation of both parties as a probable consequence of a breach.

Russell v. CitiGroup, Inc.

Facts: Parties in litigation. Rusell rehires with the company in litigation with. New contract bars actions being taken against the company, including current action Holding: Court finds for Russel, stating that the new contract is clear. Words in relevant section in future tense and therefore do not count for previous suit

Macke Co. v. Pizza of Gaitherburg

Facts: Pizza contracts to have 3 vending machines installed by vendor. Vendor is then bought out and delegates task to the buyer. Pizza wishes to break contract, macke sues Holding: Since the delegated task does not require exceptional skill or personal services, delegation was appropriate here. If Macke breached, vendor could still be sued

Pacific Gas & Electric Co. v. GW Thomas

Facts: Plaintiff has property injured when defendant damages steam turbine. Indemnity clause in contract, but defendant seeks to introduce evidence from similar contracts and other proof to show it only applies to third parties Holding: Court finds that words have no inherent meaning, therefore parole evidence should be allowed here so that true intentions of contract can be discerned Corbin approach to contracts here

Vokes v. Arthur Murray

Facts: Plaintiff is basically led on by dishonest reports given by dance studio. Sues for undue influence and misrepresentation. Has claim dismissed for failure to state a claim Holding: While defendants owed no duty to disclose information if they begin to disclose said information it must be truthful. Dismissal reversed. While dance quality can be said to be hard to measure, aptitude tests and Murray's superior knowledge sufficient

Sherwood v. Walker

Facts: Plaintiff pays for the barren cow but eventually learns cow is not barren. Defendant refuses to sell cow with new information, plaintiff sues Holding: Mutual mistake here: material issue that was substance of contract was mistaken. In cases where such an issue leads to mistake, parties may rescind contract

Meyer v. Uber -

Facts: Plaintiff used Uber 10 times, alleged company was engaged in illegal price fixing. Holding: not bound by inconspicuous contractual provisions of which he is unaware; mutual assent through objective actions; reasonable person knowing contract provisions and ramifications of "clicks"

Stambovsky v. Ackley

Facts: Seller doesn't reveal spooks and specters Holding: Failure to disclose.

Lucy v. Zehmer - Bar napkin

Facts: Seller wrote contract to sell farm to Plaintiff, seller told wife it was a joke. Upon finalizing, sellers attempted to deny contract by saying it was a joke and that seller was drunk. Holding: Mental assent not necessary; look to the objective words and acts and if they manifest intent to agree

Zell v. American Seating Co.

Facts: Selling military goods, orally agrees to pay 1000 per month with potential for commission. Commission not included in contract. When not followed through Zell sues. Def. argues counter to fully integrated contract Holding: Judge Frank rules for Zell, stating the parole evidence should be allowed since its unlikely that Zell would agree to a mere 1000 per month. Says parole evidence rule keeps important evidence out of trial and hurts the system

Printing Center of Texas Inc. v. Supermind Publishing Co.

Facts: Supermind receives what they consider to be deficient books from the printing center. Refuses payment and Printing center sues Holding: Common law was the correct rule here, but since UCC applied with no objections UCC rules used. Under perfect Tender, supermind did not breach

PFT Roberson v. Volvo Trucks

Facts: Truck fleet operator and company exchanged documents regarding fleet agreement none were signed. Plaintiff alleged that the 572 word email acted as the contract. Holding:Industry practice setting a standard contract; mutual assent is needed/ can't have somethings be ambiguous on one party's side an create a binding contract

1464-Eight, Ltd v. Joppich

Joppich goes to buy an undeveloped piece of land from 1464 Purchase price was $65k; Prior to closing, both parties sign an option; Purchaser of property grants developer the right to purchase the property; Joppich failed to commence construction of a residence within the requisite time.; On September 4, 1999, the defendants sought to buy back the lot.; D never received consideration payment Restatement (Second) of Contracts, the fact that the consideration recited in an option contract was never actually delivered does not render an option contract unenforceable;

Fiege v. Boehm

Maury Case, Fiege is not the father, but has to pay child support; D says she will forego filling a legal claim if he does so Forbearance from asserting a good faith legal claim can be valid consideration; Good faith is key; does not matter that the child wasn't his; he assented to a contract made in good faith

Morrison v. Thoelke

P Selling property; D mails acceptance of agreement then tries to cancel with opposing party's attorney Mailbox rule - signing the offer and putting it in the mailbox is acceptance (applies only to acceptances); repudiation after mailing acceptance was invalid

Hamer v. Sidway

P forebears certain activities until he turns 21; if he does, uncle will pay him money; D, the executor, does not pay Consideration is valid as long the promisee abandons some legal right in the present or limits future actions; Unilateral contract

Northrop Corp. v. Litronic Industries

P gets wire boards from D; the wire boards suck; D wont accept return given a 90 day warranty; P had a perpetuity warranty in their contract Battle of Forms; UCC 2-207(1) - Reasonable time of acceptance; UCC 2-309 - nonconforming goods may be rejected within a reasonable amount of time; The terms of the warranty, instead of going one way or the other, were replaced by a neutral gap filler (UCC 2-309 is the reasonable gap filler).

Commerce & Industry Insurance v. Bayer

P goes to Bayer to buy nylon tow; P sends a PO with an Arb clause; D takes the PO and sends the nylon tow with a boilerplate invoice; D wants the Arb clause enforced; P doesn't Battle of Forms (UCC 2-207); Contract was formed through performance (UCC 2-207(3)); Fall back rule - Code accepts common terms but rejects all the rest; Arbitration clause wasn't in Bayer's invoice, and therefore the arb. clause is not enforceable (see fall back rule).

Loring v. City of Boston

P goes to act on a wanted posted for an arsonist; P catches him years later; D won't pay the reward Length of an offer depends on a reasonable amount of time; "reasonable length of time" is a question of law based on many circumstances, such as what the offer was made for - in this case a reward for a criminal - and if that need had passed

Walker v. Keith

P leases lot to D; Lease provided a purchase/ lease option; following the ending of the original lease, Lessee and Lessor could not agree to the renewal of the lease as they disagreed on rent Holding: To be enforceable and valid, a contract to enter into a future covenant must specify all material and essential terms and leave nothing to be agreed upon as a result of future negotiations; No mutual assent to the specific criterion in determining the rent

Princess Cruise Lines v. General Electric

P solicits D for Repair/Maintenance work; P sends an invoice; D responds with their own, that P assents to. Here the case is governed by common law Predominant Purpose Test - is whether the contract is centered around services or goods (if services, common law is applied); what is "incidental" or accompanying the main purpose; mirror image rule - any changes to offer constitute a counter offer; an offeror who proceeds under a contract after receiving the counteroffer can accept the terms of the counteroffer by performance (Princess gave GE every reason to believe they accepted)

Norcia v. Samsung Telecommunications

P sues for misrep; D tries to compels arbitration; P says he didn't assent to arbitration/ never saw it cause he left the box at the Verizon store All about compelling arbitration; Offeree regardless of manifestations of his consent, is not bound by inconspicuous contractual provisions of which he is unaware contained in a document whose contractual nature is not obvious; no course of dealing;

Mills v. Wyman

P takes care of the son of D; D's kid dies; D tells P he will reimburse P; he doesn't, lol A promise based on a moral obligation but made without legal consideration does not constitute an enforceable contract unless it is tied to a preexisting legal obligation.

Davis v. Jacoby

P told by D to come help them in their old age; if they do, they get assets in the will; Ps' names aren't in the will Because the offer to contract was ambiguous as to whether it was an offer to enter into a bilateral or unilateral contract, a presumption existed that the offer was for a bilateral contract. Thus, plaintiffs' letter, in which they promised to assist decedent, was an acceptance of the offer and a contract was formed. Unilateral - one in which no promisor receives a promise as consideration for his promise Bilateral (as was in this case) - one in which there are mutual promises between two parties to the contract; each party being both a promisor and a promisee

Dickinson v. Dodds

P wanted to buy a home from D; D never game him an option, as there was never any consideration for it; D sells home to another person, who offers up consideration General Rule of Revocation - Offeror can reject offer at any time before acceptance; "How is it possible that when P knows that D has sold the property to someone else, and that there is no mutual assent, P can be at liberty to accept the offer and thereby make it a binding contract?"; also no consideration to keep the offer alive for P

Batsakis v. Demotsis

Pay day loan in WW2; P sends money to D for a ridiculous interest rate Inadequacy of consideration will not void a contract; Even though Defendant effectively took out a pay-day loan, this still counts as consideration and therefore creates a binding and enforceable contract

Stilk v. Myrick

Sailors leave the ship; D promises to split those wages amongst the remaining crew, in addition to their normal wages; Ship gets back to London and D doesn't pay Holding: An employee's second promise to do the work the employee has already contracted to do furnishes no extra consideration and thus does not modify the existing contract; A contract for services cannot be modified without the payment of additional consideration

Day v. Canton

Wall built, but wasn't asked to be built; D took advantage of it, but didnt pay for it Implied in law (fairness); Need to determine whether silence, with a knowledge that another was doing valuable work for his benefit, and with the expectation of payment, indicated that consent which would give rise to the inference of a contract; can't silently take advantage of another's work

Schnell v. Nell

Woman on deathbed tells Husband, Schnell, to make $200 payments; she had no money; Schnell doesn't follow through on the promise nominal consideration is not sufficient for a legal obligation (One penny for example); Past consideration is not consideration; The fact that Schnell venerates his dead wife is not a legal consideration for a promise to pay a third person money