Final Contracts

lefkowitz v great minneapolis surplus store

Ads in the newspaper that included the quantity of items, price, place, and because it said first come first served, it was a specific person. Ads were a binding offer.

kannavos v annino

Annino bought 3 single family homes and converted them into multifamily apt building, which was illegal in the state of MA. She also didn't obtain a building permit for each of them. 3 years later, she hired foote as broker to sell the homes, describing them as multifamily home. Kannavos bought them without a lawyer, and didn't research relevant information and relied on Annino's information. If known about violations, wouldn't have bought them. Neither did annino, withholding that she violated building permit. They didn't say any objectively untrue statements, but intentionally with held violations. The city notifies him of the violation. Anino wins

swinton v whitinsville sav. bank

Bank sold Swinton a termite infested house, but was not apparent to Swinton until 1940, which termite did significant damage. He had to make massive repairs. Sued because bank fraudulently and knew about the termites. Bank wins

Ortelere v. Teacher's Retirement Board

Basically Grace was a teacher and was diagnosed with psychosis and was on leave for mental illness. Her psychiatrist testified that Grace was incapable of making decisions. Her husband quit his job to care for her. Without telling her husband, Grace changed her retirement plan to a higher monthly payment but would not reserve any money for the husband if she dies. Then she dies 2 months later. Grace;s husband Ortelere sued the board, claiming Grace lacked mental capacity to change her retirement plan. Grace wins.

hoffman v red owl store

Basically Red owl Stores promised Hoffman that it would only take $18k in investment to buy a franchise for a Red Owl Store. Red owl's rep, Lukowitz led/advised Hoffman on, selling his job/bakery for little profit. Red Owl leads hoffman on, and he loses lots of money. negotiation collapsed when Hoffman refused the next proposed financial statement showed he contribute $34k, including $13k from father in law as outright gift instead of the other as promised. Hoffman wins. (promissory estoppel not applicable here) little guy transaction (individual vs large company)) (buy franchise)

toys inc v fm burlington company

Burlington, mall owner, entered lease with Toys, retailer. Toys can renew, just need to notify in writing 1 year before lease expired. But fixed minimal rental will be renegotiated to the then prevailing rate within the mall. In february, toys gave timely written notice to renew. A week later, toys replied that its renewal was substantially different understanding of prevailing rate. When no agreement reached burlington advertised location for rent. (toys wins)

walker and co v harrison

Business has neon sign on top. Rental agreement: harris pays monthly lease for 36 months. Walker will clean sign. At end of lease, Harris gets ownership. After installing and paying rent, someone threw tomato. Harris complained, but walker didn't do so until much later. Harris unjustifiably sues and refuse to pay any further. Walker wins.

by-lo oil co v partech inc

By-Lo Oil purchased software from ParTech and agreed to pay a monthly fee for service, which included making the software Y2K compliant. By-Lo asked about Y2K compliance in January 1998, and Partech said they were collecting data to assess if updates were needed. By June 1998, By-Lo hadn't received assurances, so they invested in a new system. In November 1998, Partech said Y2K compliance would be free and the software needed to be installed before January 1, 1999. Partech sent the software with installation instructions, but By-Lo didn't install it because they already had a new system. By-Lo sued for breach of contract, but Partech said they never intended to breach the contract and didn't have grounds for suspicion. Partech wins.

cohen v cowles media company

Cohen gave reporters for Pioneer Press Dispatch information on the arrest for activities of opposing candidate for lieutenant gov. Although reporters promised to keep Cohen identity confidential, the newspaper editors fired Cohen when published stories. Cohen loses

dorton v collins and aikman corp

Collin's carpets were supposed to be 100% kodel polyester fiber, but some were made with cheaper fiber. Collins said Carpet Mart was bound to an arbitration agreement that appeared on the reverse side of the sales acknowledgement forms. (lower quality) One of those terms said "disputes arising under contracts are resolved by arbitration." collins wins.

south carolina electric and gas co v combustion engineering

Combustion wins. A Flexible metal hose owned by Combustion Engineer apparently ruptured into a boiler owned by SCEGCO. The boiler was operational as of march 18 , 1973 and litigation occurred 2 years later on may 19, 1975, the 1 year warranty provision expired. Warranty contained disclaimer of warranty: there are no other warranties, whether expressed/implied other than title.

mckenna v vernon

Construction Contract to build movie theater for Vernon *8750. As construction progressed, payment was done in installments so long it was satisfactory. ($6k in several installments, but asked for architect cert only once). Mckenna sued for the remainder balance. As substantial work completed, and didn't provide certs because no one asked. But mckenna said not showing cert means no judgment. McKenna wins.

United States v Peck (1880)

Contract to sell gov hay for station. It was mutually understood hay was to be cut on gov lands called big meadow, which was the only available source of supply. When gov caused hay to be cut by diff party, peck relieved from contract.

Danby v Osteopathic Hosp. Ass'n of charity charity policy for gratuitous promisepolicy for gratuitous promise

Courts can enforce promises made to charities by treating them as exchanges between people who promised to benefit the charity.

fairmount glass works v crunden martin

Crunden wrote to Fairmount asking for the lowest price at which Fairmount would sell Mason jars. On April 23, 1895, Fairmount sent a letter with a "quote" of prices "for immediate acceptance." The next day, April 24, 1895, Crunden-Martin sent a telegram asking that the order be entered as specified in the quotation. Fairmount responded they were out of stock. (crunden martin wins)

cundick v broadbent

Cundick had a contract to sell his ranch to Broadbent, who often bought sheeps from him. Cundick's lawyer prepared purchase and sales documents. They signed, with aid from Cundick's lawyer and Cundick's wife (Sept and Feb of 1964). Cundick never expressed confusion, doubts, or regrets on sales of terms. On march 1964, Cundick's wife sued broadbent. Husband was incompetent, thus contract is void. Evidence by the family doctors testified Cundick suffered from premature arteriosclerosis (cardiovascular disease that induces stress on the heart) and was incapable of entering contract. Cundick loses.

strong v sheffield

D promised to pay her husband's promissory note, which was held by Pl. Entered into an agreement where Pl agreed to not put the note into a bank for collection on his discretion, thus illusory.

wood v lucy, lady duff-gordon

D's endorsements help sell fashion and to reap the benefits, entered into an exclusive agreement with Pl. Pl had exclusive right to use her endorsement, subject to her approval. best efforts clause, termination clause

dickinson v dodds

Defendant (dodd) drafted document willing to sell property to plaintiff (dick). But plaintiff was informed by agent that defendant changed his mind and would sell property to allen, 2nd defendant. Plaintiff goes to dodds mother in law and dropped off document expressing his intent to accept dodds' offer to sell property. Dodds never received this document from the mother in law. The next day, plaintiff and agent found dodds w/ duplicate copies of document accepting dodds' offer to sell. Dodds said it was too late. So plaintiff seeked specific performance. Dodds wins

ever-tite roofing corporation v green

Defendants breached a written contract for re-roofing the defendant's residence. The contract had the details of work that is to be done and the monthly payment. Plaintiff's sale rep, not plaintiff signed and accepted the contract without authority. Agreement says "this binds upon written acceptance by principal or authorized officer of contractor or upon commencing performance of the work. This contract not subject to cancel. " Work was entirely on credit, so required for plaintiff to obtain credit reports/approval to finance the contract. So defendant had to check credit score. After approval, plaintiff started performance and found other workmen who apparently defendant hired 2 days before and forbade the plaintiffs from doing work. Ever-tite wins.

dixon v wells fargo na

Dixon wins. (individual vs large company) Relying on the bank's oral agree, the Dixons defaulted on their payments and submitted certain financial information. Wells Fargo wanted to foreclose their home. So the Dixons seeked specific performance for breaking oral agreement to enter into a loan modification.

feinberg v pfeiffer

Employee who worked well for 20 years, allowed to retire, if so, gets $400 / month. employee wins

Ricketts v. Scothorn

Expectation damages were used in this case—what Katie would have received had the promise been performed. reliance, restitution. reliance as alternative to consideration. Scothorn wins Promise: Enforce the grandfather's promise to pay the grand-daughter (with no consideration)

bloor v falstaff brewing corp

Falstaff bought everything about Bloor except brewery itself (trademark, labels, accounts receivable, etc.) in exchange for $4mil + royalties of $.50 per barrel on Ballantine brands sold btwn 1972 and 1978. Contract clauses: Falstaff promise to use best effort to promote/maintain high volume of sales Liquidated damage clause - falstaff will pay a cash sum to bloor should falstaff subbstantially discontinue the distribution of beer under brand name ballantine btwn the period. Bloor said Falstaff breached the best efforts clause, 8(a) and defaulted amount to substantial disctoninuance triggering liquidated damg clause, 2(a)(v). When Falstaff discontinued illegal ads and sales method, reducing budget on the Ballastine brand, volume of sales decreased, but overall financial performance increased. BLoor wins best efforts claim.

hochster v de la tour

Frederick hired hochster to be his courier. He was hired for 3 months, 10 lb / month salary, starting june 1. but on may, said his services are no longer required. So sued for breach of contract. But technically there was no breach, Frederick said, because it hasn't happened yet. Between may 22 and june 1, Lord Ashburton hired Hochster at the same salary, starting july 4. so if de la tour (frederick changed his mind to honor contract), Hochster wouldn't be able to fulfill both obligations. Hochster wins.

gibson v cranage

Gibsons loses, separate contracts. Gibsons offered to enlarge portrait: (if cranage didn't like -> don't need to accept/pay for it). subsequent condition satisfied, thus don't need to pay or accept. Cranage wanted feedback. Gibsons wasn't being clear and refused to look at it. Gibson said cancel order. Cranage sued.

gill v johnston lumber co

Gills wins, Severable and divisible contracts Gill delivers log to lumber co. gill earns money per log delivered. During delivery, there was a flood, and lost some of the logs. Johnstown refused to pay for any of the shipments. Contract said all logs must be successfully delivered before demanding payment. If parties agree that payment for deliver goods on a per unit basis, performance is severable and compensation is owed for any delivered.

northwest inc v ginsberg

Ginsberg was a Northwest Airline customer who participated in the frequent flyer program. After achieving Platinum Elite status, Northwest terminated his membership he abused the system. he contacted the office 24 times regarding travel problems such as late baggage, and was awarded $1925 in travel vouchers, 78500 bonus miles, and $491 in cash reimbursements. But Ginsberg believed that he was terminated because the airline was trying to cut cost, and not necessarily abusing the system. Northwest wins

united states life insurance company v wilson

Griffith had life insurance policy. He missed a payment, but had 31 day pay period. Reinstatement clause: if fail to pay within 31 days, Griffith can reinstate by paying all overdues within 90 days of 1st unpaid premiums. Griffith pays timely then dies. (Wilson wins)

howe v palmer

Howe suffered from dyslexia and slow mental processing, and was bullied in childhood and intimidated easily in adulthood. Palmer was his only friend in the 1990s, and moved in to share expenses. Palmer intimidated Howe into selling items he wanted to keep and pocketed the proceeds, and had a hauler take away 15 tons of junk. Palmer convinced Howe he owed $20k for Palmer's help in cleaning up the property, which Howe did not have. In March 2000, Howe signed a deed drafted by Palmer's attorney giving 1/2 of the property to the Palmers, despite having no money to hire his own attorney. The Palmers then began a Christian ministry at the farm, and convinced Howe he had become like Satan, forcing him to submit to counseling and cutting off communication with anyone outside the ministry. Howe became depressed, and was urged by the Palmers to leave his home and wife to live in a trailer on a neighboring farm. Howe and his wife later reconciled, and in 2006, Howe sued the Palmers seeking to invalidate the deed based on undue influence and intentional infliction of emotional distress. Howe wins.

lewis v mobil oil corporation

If a seller's skill is required to select suitable goods for the buyer, there is an implied warranty that the goods will be fit for such a purpose. Lewis bought a hydraulic system from a competitor and replaced the oil with Mobil's recommended mineral oil. Problems arose and pumps were replaced. Mobil and Tyrone visited and added a new oil with chemical additives. Lewis claimed improper oil caused breakdown, while Mobil blamed improper filtration. No profits could be recovered. Lewis wins

bayway refining co v oxygenated marketing and trading ag

In 1998, bayway agreed to sell gasoline blend to OMT (verbally). Omt faxed a confirm letter (offer). Bayway confirmed the confirm letter, which function as acceptance, incorporated bayways' general terms/conditions by reference. Omt didn't object to its incorp. General terms/conditions that included tax clause. Later, bayway found out omt isn't registered for the tax exemption, so bayway has to pay $464,000 in tax liability. bayway demanded payment of that amount from OMT under tax clause. bayway wins

c itoh and co (america) inc v jordan international co

Itoh gave Jordan a purchase order for steel coil. Jordan gave acknowledgement form contained an arbitration clause that had no counterpart in Itoh's purchase order. the form was never formally accepted. after the steel was delivered/paid for, Itoh sued Jordan claiming that the steel was defective and delivered late. Jordan's acknowledge form comes within section 2-207(1) Jordan asked under federal arbitration act asking dc to stay action pending arbitration. jordan lose

Keller v Holderman

Keller wrote $300 check for a watch worth $15. Keller had no money and bank refused to honor check. Keller kept watch. Both parties thought transaction was a joke. Holderman wins.

"Heifetz Metal Crafts, Inc. v. Peter Kiewit Sons' Co., 264 F.2d 435 (8th Cir.1959)

Kiewit won a contract with the lowest bid and accepted Heifetz's offer, but Heifetz later realized a mistake in its quotation and tried to cancel.

mitchill v lath

Lath owned a farm. Across the road was a parcel of land owned by Lunn. On Lunn, there was a icebox belonging to lath. Lath promised to remove the icebox. relying on the promise, mitchell purchased the farm. The written contract said forth many obligations but didn't mention icebox. Paid purchase price, but lath refused to remove icebox as promised. Lath wins.

specht v netscape

License agreement acknowledged to download software. Then, invited to download a smart download, but no terms and conditions found, a privacy invasion. Netscape loses.

austin instrument inc v loral corp

Loral got a contract with the navy to deliver radar sets and hired Austin as a subcontractor to supply 23 out of 40 components. There was a liquidated and cancellation clause for damages if Austin defaulted, and Loral received another navy contract for the same 40 components. Austin demanded a higher price for all 40 components, even for the ones it had already delivered, or it would stop delivery. Loral had no other options and agreed to the price increase, delivered the radars on time, and then informed Austin of its plan to recover the extra costs. Austin sued Loral for money owed from the second contract, and Loral countersued, claiming economic duress. Pointing gun to head Loral wins.

lucy v zehmer

Lucys offer to buy farm for $50,000 over drinks; Zehmers write memo and sign, thinking it's a joke. Lucy sues for specific performance, court finds they were serious and memo was a contract.

Allegheny college v nat chautauqua county bank

Mary Yates Johnston pays 20% to charity, changes her mind on promise, then dies. payment deadline was 30 days after death. The 20% constituted sufficient consideration to enforce the remaining promise.

monarco v logreco

Natale and carmela wanted christie to stay on the property. oral arrangement that if Christie stayed home/worked, they would keep their property in joint tenancy so that it would pass to the survivor who would leave it to christie by will. Complete reliance and all of a sudden natale became dissatisfied with the agreement, and wanted to leave his property to his grandson, the plaintiff. Without informing christie/carmela, executes a will leaving all his property to plaintiff. Christie wins.

stewart v newbury

Newsbury wins, constructive conditions Contract: build new multistory building for fixed price by exchange of letters, which didn't reference to newbury's obligation to pay alex. After partial completion, sent invoice, but refused to pay until full completion. So sued and abandoned construction. Alex said newsbury orally agreed to pay at regular intervals.

northrop corp v litronics

Northrop entered contract to buy electronic component from litronic. But each co thought their own contract governs. Litronic sold with 90 day warranty. Northrop' purchase order provided unlimited warranty. In dec, Northrop declared it defective and returned after 90 day warranty period. So Northrop sued litronic. The parties agreed there was a contract. litronic loses

www associates inc v giancontieri

Oct 16, 1986 giancontieri (seller) contracted to sell 2 acre of land to associates (buyer). Seller was involved in litigation concerning the parcel. Under paragraph 31, a clear unambiguous provision stating if litigation wasn't resolved by june 1, either party can cancel the contract w/out penalty. Under merger clause, written contract contains the parties full agreement. Toward may, buyer wrote to seller that buyer prepared to close deal despite ongoing litigation. On june 2, seller canceled contract and returned buyer's down payment. Buyer seeked specific performance. Buyer offered testimony and other evidence that parties intended paragraph 31 to protect only the buyer, in case it couldn't obtain financing. Seller focused on the merger clause. Merger Clause: this is the full and complete expression of the contract btwn the parties. (deem it completely integrated) (seller wins)

jacob and youngs v kent

Only pipe manufactured by Readings could be used. When Kent moved in, 9 mo later, discovered that was not the case. Builder claimed that oversight was inadvertent, but because house was already finished, replacing the pipe would be expensive. Kent refused to pay the balance of about $3500 that was still owed, so builder sued for it. at trial, builder tried to show that pipe installed was identical to reading pipe except manufacturer. Kent loses.

cr klewin v flagship properties

Oral agreement here. Klewin agreed to pay a percent fee for construction management services, "we've got a deal." after completing 1st stage of work, for which parties had sep written agreement, flagship replaced klewin. Flagship said oral agreement unenforceable under statute of fraud; must be in writing to be enforceable, because agreement couldn't be performed within 1 year due to size of project and because parties anticipated project to be completed within 3-10 years. Flagship loses.

leonard v pepsico

Pepsi co, ad too good to be true

greenfield v philles records, inc

Philles wins. plain meaning rule Ronettes signed a record contract granted co-ownership of recordings to the production company for royalties. contract allowed company to make and sell phonograph and tape recordings using present/future methods. After group disbanded, label claimed recordings couldn't be used for future distribution, but contract didn't set any such limitations.

jorgensen v pressnall

Presnall loses. Couple revoked acceptance of their own home. The Jorgensen wanted to buy a mobile home from pressnall. The mobile home wasa good, so article 2 governs. Jorgensens bought a home with financial assistance from Pressnall and signed a contract with a security interest in the home. Pressnall promised to Commercial Credit that the contract was valid and the home was of good quality. However, the Jorgensens found many defects in the home after they moved in. Pressnall attempted to repair the defects, but was unsuccessful. The Jorgensens refused further repair offers and eventually wanted to return the home. Commercial Credit repossessed the home and sold it at a loss.

koken v black and veatch construction, inc.

Project owned by Androscoggin insured by Reliance, BV the general contractor, caught on fire but was quickly extinguished. Problem was the extinguisher, manufactured by auburn and distributed by Inpro contained chemicals that caused damage to Androscoggin's generator. Black and veatch loses.

iron trade products co v wilkoff co

Purchased 2600 tons of rails for $41 per ton. Wilkoff failed to deliver rail, so iron trade bought from another supplier for $49 for ton. Iron trade sued wilkoff for damages equal to diff btwn contract price and price to pay for substitute. Wilkoff said rails only available in 2 places. The announcement that it was buying rails drove up prices and reduced supplies. It was impossible to render contract performance. Iron wins.

bartus v riccardi

Ricardi is wrong. Hearing clinic to get best hearing aid. But actually the new and improved model which had lots of problems. Returned for exchange of new model; neither suggested to cancel contract. Company sends letter to Ricardi, suggesting to replace with same model or the original model. Ricardi rejected both. He said because didn't get correct aid, had the right to reject under UCC

luttinger v rosen

Rosen loses. (performance and breaches, conditions) Condition: secure $45k finance from bank with 8.50% interest rate -> offer to sell home. Luttinger makes a 10% $8500 deposit and does his due diligence to secure financing. The only bank willing to finance his single story home for $45000 had an interest rate of 8.75%. As he didn't meet the requirement of the contract, Luttinger wanted his money back. Rosen offered to fund the interest rate difference. Luttinger refused, but Rosen wouldn't give back to deposit money. So Luttinger sued.

masterson v sine

Sines wins. Dallas Masterson and his wife Rebecca Masterson (plaintiff) owned a ranch as tenants in common. On February 25, 1958, they conveyed the ranch to Medora and Lu Sine (defendants) through a grant deed which reserved the option for the grantors to purchase the property back within ten years of the date of conveyance. The deed stated that the Mastersons could exercise this option by paying the same amount of consideration as was provided by the Sines, minus any depreciation in the value of the property. Medora Sine is Dallas Masterson's sister and the wife of Lu Sine. After the conveyance, Dallas declared bankruptcy, and a bankruptcy trustee took over his estate. The trustee and Rebecca Masterson brought a declaratory relief action to establish their right to enforce the option to repurchase the property conveyed to the Sines. At trial, the trial court admitted extrinsic evidence showing that the "consideration" mentioned in the agreement was $50,000, and that any "deprecation in value" referred to depreciation allowable under income tax laws. However, the trial court also held that the parol evidence rule prohibited introduction of evidence offered by the Sines that the parties intended the property to be kept within the Masterson family and thus that the option was personal to the Mastersons and could not be exercised by the bankruptcy trustee. Both parties appealed. (buyback option)

CX Digital Media, Inc. v. Smoking Everywhere, Inc. (2011)

Smoking Everywhere and CX Digital entered into a contract for on-line advertising, agreeing to pay a commission subject to a limit of 200 leads per day. When CX Digital broke the limit, a dispute arose over whether the contract had been modified. A transcript between the parties was used to resolve the issue. Cx Digital wins:

siegel v spear

Spear sold furniture on credit to Siegel with a mortgage on it. After storing it, Spear's credit man promised to insure it but didn't. Furniture was destroyed by fire. performance -> gratuitous promise binds Siegel won.

Mesaros v United States

The US Mint advertised discounted gold coins but didn't have enough for everyone who reserved them. Two buyers sued for breach of contract. US Mint wins.

pacific gas and electric co v gw thomas drayage and rigging co

Thomas wins. (plain meaning rule) PGE hired (thomas) to replace steam turbine's heavy upper cover. During replacement, the cover fell and damged the rotor, which costs $25k. Thomas contract Under indemnity clause: thomas agreed to cover pacific for any loss/damage expense, and liability resulting from injury to property arising out of the work. Pacific said in plain and unambiguous language, thomas agreed to reimburse pacific's losses if anything went wrong during project. The accident occurred during project of contracted work. Thomas said both parties intended that thomas only be liable for damages to third-party property, not pacific's own property. contract of language is typical of third-party indemnification clause.

market street associates v frey

To finance JC Penney's growth, sold properties to General electric trust. Under Par 34 of the contract, if JC penny requests funding for improvements to a property and trust refuses to supply the funds, JC penney can repurchase the property at a favorable price. When Market Street Associates succeeded JC Penney, Market Street wanted to buy back the property it leased from the trust to use the property to get financing elsewhere (under paragraph 34). Erb from the trust, was slow to respond. (Erb may not have known about par 34). Erb said the request amount was below the trust $7 million minimum. (market street offered $4) When pension trust refused to sell, sought specific performance. Markets Street wins.

owen v tunison

Tunison agreed to sell for $6k. But then, Tunison refused to close the sale even though Owen was always willing and ready to pay the price. defendant raised the price to $16000 due to improvements, and Owen was still willing to buy the store, the defendant said he still didn't wish to sell. Tunison Wins.

cotnam v wisdom

Wisdom and Surgeon were asked by a passerby to assist Harrison. They performed complicated surgery but he died without ever regaining consciousness. Doctors win.

structural polymer group v voltek

Zoltek breached 10-year contract by failing to supply carbon fiber to Structural Polymer Group, despite SP's previous purchases from Zoltek. - Requirement clause introduced. (party agrees to supply as much service required in exchange for other party's promise that it will obtain its goods exclusively from first party). (idk how many I need over x years, but whatever I need, I promise to buy from you) zoltek loses

state v rios

accept the original offer but makes acceptance expressly conditional on assent to additional or different terms. Case examples: A makes same offer to B (an offer to sell land for $5k offer remains for 30 days); B replies "won't you take less" A answers "No." An acceptance thereafter by B within the 30 day period is effective. B's inquiry was not counter offer, and A's original offer stands. Conditional acceptance. no rejection here

kansas v nebraska

acre of water more valuable in nebraska than in kansas, nebraska's gain from breach more large than kansas loss.

Ardente v Horan

after agreeing, returned w/ check/letter concerning whether some objects part of agreement. When seller refused to convey, buyer sought to compel but lost as acceptance must be definite and unequivocal. Counteroffer rejects.

Carr v Mahaska (1936)

bank's reward notice posted in 1930, taken down in 1931, or 1932, and reward claimed for capture of robber in 1935. SC Iowa said it distinguished rewards for discovery of perps of crimes alrdy committed with those contemplative and had to do with the robbing of some bank in mahaska county should it happen some day. public can reasonably assume that offer once made was intended to continue to future to accomplish evident purpose. Claimant wins.

Frigaliment Importing Co. v. B.N.S. International Sales Corp.

commercial context interpretation, chicken ambiguity (use of extrinsic evidence to find objective, not subjective intent) (subjective chicken ambiguity)

kingston v preston

constructive conditions; Preston wins. Scratch my back, I'll scratch yours. What if he scratches you poorly or doesn't even scratch? § 1760, Preston, silk merchant, took Kingston as apprentice. Apprenticeship -> sell business to Kingston -> pay fair price, with schedule and security. But no security provided. So preston didn't sell business. Kingston sued preston for breach. Preston said kingston broke contract first.

callano v oakwood park homes

deliver shrubbery on property, defendant died so couldn't pay. defendant was not unjustly enriched and not liable for the value of the shrubbery. Oakwood wins.

drennan v star paving co

drennan v star paving co many construction bidders. defendant refused to work for less than $15k rather than agreed upon $7k, which plaintiff quickly accepted the mistake bid. Drennan win (reasonably relied on bid)

Precision testing Laboratories, Ltd v Kenyon Corp (SDNY 1986)

ellis to develop emission system for kenyon. Ellis provided labor to bring test car to certification level. When negotiations fell, ellis sued kenyon claiming unjust enrichment. distinguishing songbird since songbird's service promoted own interest, whereas ellis service benefited kenyon. Even if ellis benefited himself with knowledge, Ellis still spent lengthy time working towards kenyon's car to certification level. ellis wins.

Channel Home Centers (Channel)

grossman loses. equal status (did not agree to terms of contract) (plaintiff) owned and operated retail home improvement stores. Grossman (defendant) and his company Tri-Star were real estate brokers and developers who were buying Cedarbrook Mall. Grossman contacted Channel to offer it a lease in Cedarbrook Mall. Channel was interested, but in order to help Grossman secure financing to purchase the mall, Grossman requested Channel to prepare a letter of intent. Channel accordingly submitted a letter of intent specifying terms of the lease and requesting Grossman withdraw the property from the market for the purposes of concluding the lease with Channel. Grossman signed the letter of intent, and Channel had its attorneys prepare a lease for the premises. Channel also developed marketing plans, building plans, and delivery schedules and purchased materials and equipment. Channel submitted a proposed lease to Grossman, but Grossman began showing the property to another prospective tenant and later sent Channel a letter terminating the negotiations on the basis of Channel's alleged failure to submit a satisfactory lease within a thirty-day time period. Channel sued when Grossman leased the property to the other prospective tenant. The district court held that the letter of intent was not a valid agreement and so was not binding on Grossman, and Channel appealed.

hicks v bush

hicks loses. § Hicks entered agreement with Bush company. To merge parties interest to new holding company, Hicks subscribed to 425k shares of new stock, and Bush's member would subscribe to 1 mil shares. In considering the subscriptions, the parties agreed to transfer the stocks to the new bush hicks, which must be made within 5 days within agreement ( the subscriptions). Under the Bush Hick-Enterprise agreement, if company doesn't accept any subscription within 25 days of the agreement, the parties' obligations terminates. The parties subscribed in a timely manner. Hicks transferred stock to bush hicks. The members of bush didn't stock however. Thus the merger never occurred. Hicks sought specific agreement, as they orally agreed that written agreement wouldn't be effective unless we raised more equity. This oral condition was not satisfied, as funds were never raised, thus never effective.

harrington v taylor

humanitarian act performed voluntarily and without solicitation from taylor

crabtree v elizabeth arden sales corp

multiple, linked writings, signed and unsigned). Crabtree wins.

united states naval institute v charter

paperback v hardcover didn't change profits, company loses

Lantry v Parks

plaintiff agreed to work for defendant for a year. After 10.5 months, randomly decided to quit on a Saturday. He came back on Monday and said he wants to work again (he missed no days). Def said you are no longer employed so see ya. Plaintiff wins.

white v benkowski

relied on shared water sources in exchange for work/repairs, situation worsened,

britton v turner

restitution Britton wins. Here, service march until dec, so fair compensation based on value of labor. In exchange for working for a year, employer agreed to pay $120. Britton agreed to work for Turner (mar to mar). But Britton only worked till dec. britton sued for $100. even though didn't completely fulfill contract, he still entitled to $100 for labor that was performed. Jury awarded Britton $95.

mattei v hopper

seller accepts low offer with conditions, which fulfilled, and seller refused to proceed. (satisfaction clause) Hopper (seller) loses.

Consider Konic International Corp v Spokane

seller quoted 56-20, which buyer thought meant $56.20. in fact, seller meant $5620. in both cases rescission was permitted; first since neither at fault, second in which both at fault, being careless in utterance and interpretation of an ambiguous oral formula.

mills v wyman

sick dying son on voyage, father no pay,

white v corlies and tift

the defendants furnished plaintiffs with office construction specs and requested an estimate for the cost of the work. After plaintiffs requested their estimates, the defendants made a change in their specs the same day with a new copy, which required the plaintiff's assent with a signature. The defendants also countermanded the first note. Plaintiffs didn't receive countermand and proceeded to accept the performance by purchase of lumber to begin the work. When the plaintiffs received the countermand, he sued the merchants for breach of contract. (white loses)

hurst v wj lakes and co

trade usage, horses Hurst wins.

hamer v sidway

uncle debt $5000 21 smoke/drink, nephew wins.

Milicic v Basketball Marketing Co (2004) -

unknown 16 yr old serbian basketball player signed exclusive endorsement contract w/ sports management company. When he turned 18, then NBA, offered to buy out contract. When company refused, he disaffirmed. nba loses.

morris v sparrow

useless horse becomes competent,

bayliner marine corp v crow

yacht manual doesn't match contract speed,

James Baird v Gimbel Bros (1933

"In that case, a general contractor received a bid from a subcontractor that the general contractor then used in making up his own bid. When the subcontractor realized that he had made a clerical error in his bid, he sought to revoke the bid, which the general contractor had not yet accepted. The general contractor argued that his use of subcontractor's bid was a form of reliance that made the subcontractor's bid irrevocable at least until the general's own bid was accepted or not.

international filter co v conroe gin

(Filter submitted a $1230 proposal to Conroe Gin which was accepted on the same day. Three days later, Filter acknowledged and thanked Conroe Gin for their order, and a week later, Conroe Gin tried to revoke the order. Filter wins.

raffles v wichelhaus

(a case of latent ambiguity; (objectively reasonable argument on both sides) ( no real contract) each side attaches a diff meaning to terms and both objectively reasonably and neither party knows about conclusions. Cotton ship, one in oct, the other in dec. Wichelhaus wins.

cyberchron corp v calldata systems development, inc

(between entities of equal status and sophistication) Calldata, subsidiary for Grunman, has a contract with the US marine corps, providing them with a computer system for their defense program. Between 1989 and 1990, Grunman negotiated with Cyberchron, which sells computer for military and civilian use. But this second deal never happened. The reason is their inability to agree on the weight of equipments and the penalties for exceeding the weight. Grunman delivered a purchase order on may 15, 1990 to cyberchron that set forth the weight limit of 145 lb with severe penalties for exceeding it. But Cyberchron never agreed to the terms, and still abided to previously commenced production of equipment despite the absence of any agreement regarding the matter. In a june letter, Grunman insisted that cyberchron continue to perform contractually binding obligations under purchase order. Agreement never achieved, despite cyberchron submitting a progress payment request of $500k, which Grunman said would have paid but for a court order. (cyber wins)

colfax envelop corp v local no 458-3m

(compare raffles)) (collective bargaining Colfax has a union of 17 employees. They wait for a summary of the collective-bargaining agreement negotiated by the union with the Chicago Lithographers Association for approval. If Colfax disagrees, the union bargains separately. In 1991, the union agreed to changes to press-manning requirements. Colfax's president approved a summary with a typo but refused to sign when the corrected version didn't benefit him. The union argued Colfax was bound to the agreement. Colfax disputes the manning requirements were never agreed.

k&g construction co v harris

(mutually dependent promises and material breach) Kg Wins. General contractor w/ subcontractor. KG promised to make installment payment for work performed. During the home excavation, its bulldozer hit the wall, causing $3.4k in damage. Since wasn't negligent, The insurance co refused to pay for the damage. The next month, KG refused to pay subcontractor's invoice for $1485. KG demanded that subcontractor first paid the $3.4k before the monthly installment payment would be made. Subcontractor refused to pay and refused to work without payment. KG contracted with new excavation subcontractor to finish project but had to pay an additional $450 above the original contract price.

Carill v Carbolic (1893)

- $100 reward paid by smoke ball co to anyone who contracts flu or any disease caused by taking cold, after using ball3 times daily. $1000 is deposited with alliance shewing sincerity. After doing as instructed, Coarlill contracted flu. When co refused to pay, she sued and was awarded $100. Co. argued that Carlill failed to notify it of her acceptance, but appeal dismissed. Carlill wins.

kirksey v kirksey

-After the plaintiff's husband dies, defendant offered to put up plaintiff on his land. Plaintiff gave up her land and moved to the defendant's land, but 2 years later, defendant made plaintiff leave his property. defendant wins

peacock contruction co v modern air conditioning

. (powerful co takes advantage of smaller company) general vs subcontractor. Modern air wins. separate contracts. 0 days after completing work -> written acceptance by architect + full payment from owner. Modern Air performed, receiving payments until the owner of the project went bankrupt. Owner never made final payments. Peacock said they didn't need to make the final payment to Modern Air. According to Peacock, the fact that the owner went bankrupt is a precedent to its obligation to pay on the subcontract.

douglass v pflueger hawaii, inc

17 yr old Douglass was hired by Pflueger. According to handbook, all legal claims arising from employment will be settled by arbitration, which wasn't highlighted in any way. Douglas signed/acknowledged handbook. After being assaulted by coworker, Douglas sued Pflueger, who referred to the arbitration clause. Douglas wins.

bollinger v central pennsylvania quarry stripping and construction co

A construction Co asked landowners if they could dispose of construction waste on their property. They agreed orally that the company could bury but must return the topsoil to its original location. Agreement in writing. company deposited waste on Bollinger's land, but did not bury it as agreed. The company argued that the written contract did not require them. Bollinger wanted agreement rewritten. To support their case, the Bollingers showed that the company had initially buried the waste as agreed and regularly buried waste on neighboring properties. Hard Parol, Bollinger wins.

lamps v varela

A hacker impersonated and tricked an employee to disclose the tax information of 1300 other employees. Afterwards, a fraudulent federal income tax return was filed under that employee. After the data breach, employee(s) sued lamps. (Lamp wins)