Contracts - Week 1

Swinton v. Whitinsville Savings Bank

Affirmed demurrer because concealment/non-disclosure was not fraudulent. No duty to disclose. mere concealment was not actionable. (Now there is a statute requiring sale as-is)

Graham v. Scissor-Tail, Inc.

Although the arbitration provision was within the expectations of Graham's understanding due to prior dealings, the clause was unconscionable since the arbitrator was presumptively biased.

WWW Associates v. Giancontieri

Dismissal was sustained because plain language of cancellation clause barred admission of/consideration of extrinsic evidence about the purpose of the cancellation clause

O'Callaghan v. Waller & Beckwith Realty Co.

Exculpatory clause was enforceable.

Bollinger v. Central Pennsylvania Quarry Stripping and Construction Co.

Extrinsic evidence of part performance was permitted and sustained because it was sufficient proof of a bilateral mistake in the execution of the agreement.

Greenfield v. Philles Records

Extrinsic evidence on rights to distribute synchronization and domestic licensing was not permitted because the writing was clear and unambiguous on its face. reversed for Defendant. However, royalty damages were assessed in favor of plaintiff because had to assess via CA law.

Lampes Plus v. Varela

Majority rejected contra proferentem as an interpretive tool and reversed 9th circuit, stressing policies implicit in FAA. Construing against the drafter should only be used as a last resort/when the intent is so ambiguous that the court cannot determine it.

Black Industries v. Bush

Not the court's job to set prices/it's your fault you're bad at capitalism. Affirmed for the defendant.

Stoll v. Xiong

Procedurally unconscionable because there was no meaningful choice due to signer's experience/understanding. Substantively unconscionable due to disparity between price and value

Cundick v. Broadbent

Rest 2nd. 15 (1)(a) - Cognitive test Holding: A person who appears competent cannot void a contract on ground of infirmity if they also ratify it. (Man sold ranch for half of market value. Wife's claim of guardian ad litem disregarded here)

Other Statute of Frauds Sections

Rest. 139, 129

Howe v. Palmer

Rest. 177. There was undue influence over Howe due to confidential relationship/ power over Howe, assent was induced by undue influence. (UDEMAN)

Douglass v. Pflueger Hawaii, Inc.

Rest. 2nd 14. Minority =incapacity Holding: Remanded to state court. Exception applies. HI legislature intended 16/17 year olds to be able to contract for employment. However, the signature in the handbook was not sufficient for assent to arbitration.

Watkins & Son v. Carrig

Rest. 89 Carrig reliquished right to enforce initial contract. Mutual assent provides that no new consideration is necessary to modify (as long as modification is fair/equitable)

Williams v. Walker-Thomas Furniture Co.

Rule: When an element of unconscionability is present at the time of contract formation, the resulting contract is not enforceable.

Misrepresentation section

Section 164 (1). 162. 163

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

Trial judge erred in excluding proffered evidence because extrinsic evidence is always admissible in CA to show ambiguity/alternative possible meaning of words/phrases used in a written contract.

St. Ansgar Mills, Inc. v. Streit

UCC 2-201 (2). Oral agreement + confirmation was ultimately enforceable because of course of dealing technicality (the timeframe before the buyer got the confirmation of the agreement was reasonable due to course of dealing). Merchant exception applies.

Mitchill v. Lath

UCC 2-202 Oral agreement was not enforceable because it was closely bound to the subject matter of the written agreement and would ordinarily and naturally have been incorporated into the written agreement. Contract was sufficiently definite.

Masterson v. Sine

UCC 2-202 Parol evidence of the non-assignment claused was wrongfully excluded by the trial court because the deed was less than complete inegration, no contradiction of term.

Trident Center v. Connecticut General Life Ins. Co.

UCC 2-202(b) Extrinsic evidence could not be admitted because the contract was unambiguous on its face. admitting extrinsic evidence would unnecessarily introduce ambiguity.

Alaska Packers

UCC 2-209; Rest. 71 & 73. The contract was signed under duress and there was a preexisting duty to perform. Reversed for defendant.

Austin Instrument, Inc. v. Loral Corp.

USS 2-209; 1-103(b) Record showed economic duress because (1) threat of non-performance (2) no alternative source of goods (3) threat induced assent. Lorel was permitted recovery.

Kanavos v. Annino

case on converted family home to apartment building. kannavos demonstrated sufficient facts that the misleading half-truths were relief upon to his detriment, which were greater than bare non-disclosure. Rescission and restitution were appropriate remedies.

UCC 1-303

course of performance, course of dealing, and usage of trade - supplement partially and completely integrated contracts

Unconscionable UCC 2-302, Rest. 208

determined by court may limit, void as necessary. Assess: Procedurally unconscionable (meaningful choice), substantively unconscionable (oppressive/unreasonable terms)

UCC 209 (2) NOM clauses

generally unenforceable at common law statutes may make enforceable

Tuckwiller v. Tuckwiller

must consider contract prospectively - found for plaintiff. able to obtain deed.

UCC 3-311: Accord and Satisfaction

part payment in good faith on disputed or un-liquidated debt can be consideration for a discharge of whole debt.

Good faith assessement 1-304 and 201 (b) (20_

subjective: Honesty in fact Objective: adherence to reasonable commercial standards

Statute of Frauds assessment 1-201 - 3 elements

(1) Writing must be evidence of contract for sale of goods (2) must be signed (3) must specify a quantity

Merchant Exception

1) Oral agreement 2) written confirmation of agreement 3) includes quantity and is signed 4) received within a reasonable time 5) no objection within 10 days

Parol Evidence Analysis - Start 2-202

1. Is an integrated writing in evidence? 2. is the writing partially or completely integrated? 3. Are there exceptions to the parol evidence rule? a. ambiguous term? b. post-writing terms? (but NOM clause prevents) c. Fraud(tort)/duress/mistake/incapacity/pub policy invalidates d. show right to equitable remedy (sp, reformation, rescission) e. Collateral agreement (Sec. 216 makes exception unnecessary) f. UOT, COD, COP (UCC 1-303; Rest. 203) g. Implied terms on good faith

Statute of Fraud Exceptions (3) 2-201

1. Reliance/part performance - ex. specific use 2. admission 3. Merchant exception

Capacity Restatement sections

12(b) and 14 - Infancy doctrine 15 - Infirmity

Legal Guardian Section

13

Infirmity tests

15 (a) Cognitive 15 (b) Volitional (Competency)

Duress Sections

174, 175, 176

Undue influence sections

177

Restatement 2nd on Parol Evidence

209 - integrated agreements 210 completely and partially integrated agreements 212 interpretation of integrated agreements 214 exceptions to rule barring extrinsic evidence 215 - contradictory terms are barred 216 - consistent terms admissible

Pre-existing duty section

73