Contracts Case Law

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 are binding if clear, definite terms

WALKER v. KEITH

Agree to agree case; indefiniteness

Universal Computer Systems v. Medical Services Association of PA

Bid submission by plane; established that promises of agents of companies are binding if promisee relies to their detriment (promisory estoppel)

Bennett v. Hayes

Car repair violated CA statute; Illegality; If a contract is in violation of the law, the contract will be rendered illegal and unenforceable.

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

Chicken definition case; If the parties to a contract subjectively, but in good faith, construe an ambiguous term differently, courts may look to external factors to determine the proper interpretation of the term.

Nanakuli Paving & Rock Co. v. Shell Oil Co.

Commercial agreement may be determined by standard trade usage

Wood v. Lucy, Lady Duff-Gordon

Consideration; Implied promise in a contract is valid even if quantity isn't specified; inferred based on circumstance

Princess Cruises, Inc. v. General Electric Co.

Cruiseline that employed GE to do service and goods; established rule of determining UCC v CL by evaluating (1) language of the contract (2) nature of the business of the supplier and (3) intrinsic worth of the materials; established mirror-image rule as well

Vokes v. Arthur Murray

Dancing queen; Fraud; A statement of opinion may be actionable as a misrepresentation where the party stating his opinion possesses superior knowledge of the truth or falsity of the statement.

Wood v. Boynton

Diamond case; mutual mistake in quality is part of the risk when neither party knows.

PFT Roberson V. Volvo

Established that no definitive offer has been made if the necessary details are still being negotiated

ProCD v. Zeidenberg

Established that shrinkwrap licenses are valid offers that are accepted upon purchase or use; also established that offeror can require acceptance in a particular manner, otherwise known as "reasonable medium" of acceptance.

James Baird Co. v. Gimbel Bros., Inc.

Gimbel submitted linoleum bids then revoked; The doctrine of promissory estoppel cannot be asserted to compel performance when the promisee has not provided consideration to the promisor.

Raffles v Wichelhaus

Good ship peerless; Mutual Misunderstanding

Mitchell v. Lath

Icehouse case; PER; Four corner rule; three conditions for parol evidence to be admitted: (1) must not contradict written agreement, (2) oral agreement must be one that parties wouldn't be expected to embody in writing, and (3) must be distinct and independent from the written agreement in form

Batsakis v. Demotsis

Inadequacy of consideration will not void a contract

Nissho-Iwai Co. v. Occidental Crude Sales

Kadafi; impracticability; A party will not be excused from performance due to impossibility unless the party can show that the excusing event was beyond the party's reasonable control.

Morrison v Thoelke

Land purchase by mail; mailbox rule

Lee v. Joseph E. Seagram & Sons

Liquor distributor; PER; Evidence of an oral agreement, which relates in part to a later written agreement, is not excluded under the parol evidence rule where (1) the parties to the agreements are not identical, (2) the agreements were negotiated by different persons, (3) the negotiators of the oral agreement had a close relationship, (4) the terms of the oral agreement do not contradict the written agreement, AND (5) the written agreement lacks an integration clause.

Schnell v. Nell

Mrs. Nell promises $$ to friends; nominal consideration is not sufficient for a legal obligation

Hamer v. Sidway

Nephew case; Consideration is valid as long the promisee abandons some legal right in the present or limits future actions

Angus Chemical Co. v. Glendora Plantations Inc.

Pipeline case; K Interp; Courts consider extrinsic evidence of the parties' intent in a contract only if its express terms are ambiguous.

Allegheny College v. National Chautauqua County Bank

Promisorry estoppel; Promise and consideration must be motives for each other

HOFFMAN v. RED OWL STORES

Promissory estoppel example

Freund v. Washington Square Press

Publishing book case; certainty limitation; (1) is there a causation problem, did the breach cause the harm? (2) dollar amount; is there a certainty as to the actual cost?

Anglia Television Ltd v Reed

Reliance damages formula

U.S. v. Algernon Blair, Inc.

Restitution should be calculated by cost of rendering services

Branco Enterprises, Inc. v. Delta Roofing, Inc.

Roofing bid promises performance than backs out; Promissory estoppel requires (1)a promise, (2) foreseeable reliance on that performance, (3) actual reliance, AND (4) injustice absent enforcement

Sherwood v. Walker

Rose of Aberlone case; mutual mistake; established there must be a mistake as to substance, not just quality for MA

Crabtree v. Elizabeth Arden Sales Corp.

SoF; Elizabeth Arden didn't pay Crabtree his promised raise; Multiple documents taken together may constitute a signed writing sufficient to fulfill the statute of frauds if all documents refer to the same subject matter or transaction and at least one is signed by the party to be charged

PBR INC v. Autozone

SoF; if k has 2 performance options, one of which can be completed within a year, it doesn't violate the statute of frauds' one year provision

McMichael v. Price

Sooner sand requirements contract; every contract has imposed upon it a duty of Good Faith and mutuality of obligation

Pacific Gas & Electric Co. v. G. W. Thomas Drayage & Rigging Co

Steam turbine service/replacement warranty; K Interp; if contractual material terms are fairly susceptible to at least two rational interpretations, extrinsic evidence is allowed

Eastern Dental Corp. v. Isaac Masel

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.

FBC Moultrie v. Barber Contracting Co

Unilateral mistake; The principles of equity allow a contract to be rescinded upon a unilateral mistake where it would be unconscionable to enforce the contract.

Webb v. McGowin

Wood beam falling case; Where the promisee saves the life of another (although not requested to) there is adequate consideration for the promisor's subsequent agreement to pay for the service

Lucy v. Zehmer

Zehmer was joking when signing contract; established that outward, objective intent (rather than internal assent) is all that matters for mutual assent

Hopes Architectural Products v. Lundy's Construction

adequate assurance; if party has reasonable grounds for insecurity, they can demand adequate insurance in writing

Rockingham County v. Luten Bridge Co.

built bridge case; avoidability limitation; must mitigate damages upon clear repudiation of one party

Taylor v Caldwell

burned down concert hall; Impossibility; When neither party is at fault of the destruction of the possibility of performance the loss falls where it falls.

Wagers v. Associated Mortgage Investors

case with letter saying "this is a K" and response of "no it's not, quit saying that"; Oral agreements involving the sale of land may satisfy the statute of frauds where writings between the parties detail the terms of the agreement or where there has been part performance of the agreement.

force majeure

clause in k that lines out unforeseeable circumstances that prevent someone from fulfilling a contract

Beard Implement Co. v. Krusa

combine purchase where offeror never signed; established that unambiguous statements concerning method of acceptance in an offer exclude all other forms of acceptance

NORTHWESTERN ENGINEERING CO. v. ELLERMAN

contractors' bids are considered binding UNLESS offer is revocable or general contractor knows/should have known mistake

Hadley v Baxendale

courier delayed machine part replacement; forseability limitation; harm must be naturally occuring or, if its special/unique harm, be clearly communicated to other party

Fujimoto v. Rio Grande Pickle Co.

established that if no mode of acceptance is provided by the offeror, any clear communication of intent is a valid acceptance

Cousineau v. Walker

gravel in AK; Fraud; innocent representation needs to be material, intentional misrepresentation does not; ct moves towards protecting buyer over caveat emptor

Hawkins v. McGee

hairy hand case; expectation damages

Contra Proferentem

if an ambiguous term is included in K, it will be interpreted against the party who supplied it.

Kase v French

lil ole lady case; position of trust/dominance means undue influence R177

Lake River Corp. v. Carborundum Co.

liquidated damages provision example; reasonable attempt at compensating for harm at k formation

Stepp v. Freeman

lotto pool case; establishes three types of contracts (1) express, (2) implied-in-fact, and (3) implied-in-law

Dickenson v Dodds

man agrees to leave contract open, no consideration given by second party; case establishes two things 1) in order for an option contract to be enforceable, must have consideration for the time period promised 2) Offer revocation doesn't necessarily require offeror to specifically tell offeree of revocation; offeree merely needs to have knowledge of offeror's intention to revoke.

Valencia v. White

minor incapacity; minor who disaffirms k may be held liable for benefits received

Sullivan v. O'Connor

nosejob case; if restitution is too meager and expectation too much, give reliance damages to put plaintiff back in the position before the contract was made

Continental Labs v. Scott Paper

oral agreement reached, but written document never signed; established that a contract is binding when both parties intend for it to be binding (written vs. oral stage of binding)

Lingenfelder v. Wainwright Brewery Co.

pre-existing duty rule

Harris v Watson

promising sailors more $ in emergency; pre-existing duty rule

Marchiando v. Scheck

real estate broker; part performance = option k valid

Hayes v. Plantations Steel Co.

retirement/pension case; Under the doctrine of promissory estoppel, acts of reliance by the promisee to his detriment provide a substitute for consideration.

Stilk v Myrick

ship deserters; pre-existing duty rule

Mills v. Wyman

sick sailor son; If there is no preexisting obligation to form the basis for an effective promise, there is no bargain

Williams v. Walker-Thomas Furniture Co.

store was applying payments to all bought items; unconscionability; procedural unconscionability = absence of meaningful choice on part of one party

Peevyhouse v. Garland Coal & Mining Co.

strip mining case; expectation damages = cost to perform - completed value

Hochester v De La Tour

trip tour guide case; anticipatory repudiation