Contracts- Cases

Campbell v. Tennessee Valley Authority

-Campbell hired by Daniels (employee of TVA) to microfilm technical journals at an agreed upon price that resulted in a claim of slighlty more than 30k. D had no authority to hire C and repudiated the agreement before being fired by TVA. C's original compl based on an express K theory w/ TVA. Claim rejected b/c of D's lack of authority so C amended his compl to sue for the same amt based on a theory of quantum meruit (contract implied in law). How much can C recover when he sues in quantum meruit or a contract implied in law or quasi-k? Does C get the reasonable value of the services, or the unjust enrichment TVA got? -RULING: C entitled to recover reasonable value of the services he has provided w/ limit being amount agreed to in invalid agreement. When it is too difficult to determine the amount of the benefit to the defendant, the plaintiff can recover the reasonable value of the services (30k) -JG: Dissent is correct, the court just felt bad for C. Gov agency, so C could have looked up who had the authority. No ev of any benefit to TVA (each film only used once). *C wanted full expectation damages, but because no k had to seek restitution under theory of unjust enrichment.

ConAgra v. Nierenberg

Additional Exceptions to SOF When K Governed by UCC -C and N discussed sale of wheat. C claims they had an agreement for N to sell and C to buy wheat. N claims just checking the mkt price. C made k and waited 8 days for N to come sign it. Then sent it to N. 2 days after receiving it, N ignores and sells wheat to someone else at a higher price. -RULING: UCC §2-201(2): SOF satisfied if between merchants, one sends a written agreement within a reasonable time and the other does not object after 10 days. Was the amount of time C waited reasonable? Reasonable to send within 10 days, considering 10 dyas to object JG: farmers are merchants. Say it wasn't reasonable for N to sell to others w/out telling C, but not about the reasonableness of the party against whom enforcement is sough

A.Z. v. B.Z.

Agreements in Conflict w/ Pub Pol -Husband and wife underwent IVF. Eventually got divorced, and wife still wanted to implant frozen eggs. K said if they separated, frozen eggs would be given to the wife for implantation (husband signed this before wife filled in that term.) -RULING: k not enforceable. Balancing test. Wife wanting a child< husband's right not to have a child w/out his permission -JG: should have argued mutual mistake of fact (thought they'd be in love forever) or frustration of purpose (procreation ruined by divorce)

Carnival Cruise v. Schute

Battle of the Forms in a Consumer Setting- SC Wrong? Shutes bought cruise tix over phone and were then sent form w/ forum selection clause. RULING: forum selection clause is a material provision. Allowed FSC to be upheld JG: ct focuses on reasonableness of FSC and not on if there was any bargaining over the terms. Ct doesn't consider call k, just the form. Ignores lack of bargaining power of buyer. Ct favors carnival cruise b/c it would be easier for co's to just make the terms. Ignores importance of bargaining

Empro Manufacturing v. Ball-Co

Binding Effect of Instruments Used in Prelim Negotiations -B manufactured valve components and floated its assets on the open market. Empro showed interest and sent 3-pg LOI w/ clear lang E was not to be bound by the letter. B wanted land security interest E didn't want to give so reached stand-still. B backed out and began negotiating w/ other co's. E sued for breach -RULING: Not enforceable. Need both parties' manifest intent to be bound and don't have that. Additionally, terms left open. No MOTM JG: Different from Fuqua b/c only one party signed, no party did something that showed intent to be bound, and major disagreement over a term. Empro gave themselves a clear out in the k, almost like they tried to create an option k

Hadley v. Baxendale

Consequential Damages -H needed new crankshaft for his mill, so contracted w. B to mail it to get fixed. B promised to deliver it in 2 days, but took longer. H had to close mill for 5 days. B's clerk was told that the mill was shutdown until crankshaft was fixed. H wants to recover lost profits from extra time mill was closed -RULING: only liable for consequential dmgs they could have reasonably contemplated at the time they entered into the k. basic shipping agreement, no reason for B to know.

Racine & Laramie v. Dept of Parks and Rec

Culpa en Contrahendo and Renegotiation of Ks. -R operated tobacco shop at Old Town. Were going to enter into k for expansion of stand into a restaurant w. P&R, but P&R rejected. R sued saying P&R breached coveneant of gf and fd in ending negotiations arbitrarily. RULING: no duty to negotiate in k. K already entered into did not include duty to renegotiate. No culpa en contrahendo in US- have to bargain for it if you want duties in negotiation phase -JG: CIC not adopted here b/c it discourages negotiations. Para 25 maybe indicates future gf negotiations, but if anything P&R acting in gf. R came back years later w/ a proposal that was drastically different from what they discussed. If it was like Butler and they contracted to act in gf, would have been limited to reliance dmgs

Krafsur v. UOP

Damages and Lost Volume Sellers -El Paso, LP had royalties from UOP to use certain oil refinery techniques. LP failed to pay UOP its royalties then went bankrupt. Chevron took over refinery and signed its own k w/ UOP using the same license. UOP says it should get dmgs from LP b/c it is a lost-volume seller. -RULING: UOP not a lost-vol seller b/c would not have Chevron license had LP not breached. License can only be used at this refinery- site specific

Massey-Ferguson v. Utley

Disclaimer of Implied Warranties andAssignment of Contract Rights -U bought farming machine from MF. Had warranty disclaiming all implied warranties. Under WARRANTIES, which was bold in all caps, but text was in normal print. so it didn't stand out. M-F was only the assignee of the k. -RULING: language disclaiming implied warranties has to be conspicuous. A bold subheading is not sufficient, when actual disclaimer is in fine print. M-F is holder is not due course, and can be sued b/c this is a "real defense" (about recovery of prop after U defaulted on payment).

Carpenter v. Chrysler Corp

Exclusion of Express Warranties Under the UCC -C purchased LaBaron for his daughters. Said he needed reliable car and claims seller said LaBaron was reliable (how could he remember?). Car had been driven in test program and odemeter was reset, unbeknownst to C. Did CPW (dealer) make an express warranty, and were any implied warranties breached? RULING: §2-313 allows express warranties by sellers by affirmation of fact or promise. Salesman's promise created an express warranty -JG: this was just puffery on the part of the salesman, and how could C remember what the salesman said all those years later?

Redgrave v. BSO

Limitations on Consequential Damages: Loss of Future Professional Opportunities—Recoverable, versus Loss of Reputation Damages--Not Recoverable -R entered into k w/ BSO to narrate Oedipus for 27.5k. BSO terminated k when it received complaints about R's support of Palestine. Redgrave sues for breach of contract and seeks in excess of 100k for lost professional opportunities that she claims were deterred by BSO's termination of her employment contract. -RULING: Only dmgs for loss of professional opportunities (not reputation dmg) recoverable as consequential dmgs. Only could find one instance w/ enough ev to prove she lost a job b/c of BSO so only got 12k in conseq dmgs. Dmgs for loss of reputation not foreseeable, but lost jobs would be

Brookside Farms v. Mama Rizzo's

Modifications Enforceable by Estoppel and Exceptions to the UCC's Statute of Frauds -MR had requirements k to buy basil from BF. 2 prices for the basil fixed by the season. No oral modifications clause and no waiver clause (one instance of a waiver does not constitute future waiver). MR requested stems be stripped, and BF raised the price. BF promised to make note of change on orig k (b/c no oral modifications clause), but didn't. Series of prices increases noted on purchase orders. MR tried to get out of k saying price increases violated k's modification provision -RULING: Sec 2-202 oral modifications when outside SOF if goods have been received and accepted. oral agreements w/in SOF, but engfroceable on statutory and estoppel grounds b/c relied on MR's promise to put oral modification in writing. Valid under SOF b/c MR received the basil even if they did not pay, it waived the SOF claim. BUT future deliveries can only go by what's written in the k

Freund v. Washington Square Press

Scope of Expectation Dmgs -P author had k w/ D, publisher, to publish his book. $2k advance for manuscript, then WSP had 10 days to let F know if they weren't going to publish the hard cover. K terminated if WSP fails to publish within 18 months. Made business decision to stop doing hardcovers, and didn't notify F. F sues for breach seeking dmgs. Offered ev of how much he would have gotten in royalites -RULING: Gets 6 cents in nominal dmgs. Not enough ev of how much he would have gotten in royalties. Dmgs should not be what WSP saved by not performing (want to encourage efficient breach). -JG: denied SP b/c ct would have to supervise all aspects of publication

Harrington v. Taylor

"Moral" Consideration and Enforcement of Gratuitous Promises -H (friend of the family) protected T (husband) from wife's attack and suffered a severe hand injury as a result. T made spur-of-the-moment oral promise to pay H's dmgs, but did not make good on it (pays only small sum). Defendant made promise after the act had been accomplished. Clearly a benefit conferred on the defendant and just was clearly it was not bargained for ex ante (can't offer as consid something that has already happened). -RULING: No consid, and no valid K. Was a benefit and a detriment, but no agreement b/c T made the promise after the act -JOHNSON GLAZE: courts rarely enforce gratuitous promises on living donors or promises for past performance, and refuse to accept moral consid. Cost effective to keep gratuitous promises out of court. Different in "dead guy" cases b/c automatically goes to probate ct. Difficult to distinguish from Webb v. McGowin- donor is dead. McGowin orally promised to care for Webb for the rest of Webb's life. M made payments up until death. Donor is dead so moral obligation is enough

NIPSCO v. Carbon County Coal

-1978, NIPSCO and CC entered into k for NIPSCO to purchase 1.5mill tons of coal/year for $24/ton for 20 years (subject to escalation clause). NIPSCO wanted steady source of coal. NIPSCO's rates governed by IPSC. Price rose and other forms of electricity could be purchased for cheaper. IPSC refused to pass along higher prices to consumers if NIPSCO used the k for coal. NIPSCO violated k and stopped buying from CC. Filed declaratory-jmt action seeking to get out of its k under force majeure -RULING: Posner refuses to invoke force majeure b/c risk of rise on coal price relative to other energy sources and gov regulations was entirely foreseeable and built into the k. NIPSCO bears the risk. NO "Act of God" and no gov regulation that precludes NIPSCO from using the coal so no force majeure. Gov's price regulation was known when creating the k, not some intervening force. P also rejects Doc of Impossibility/Frustration (UCC §2-615) b/c usually only applicable to the seller. Usually invoked only when circumstances arise which the parties did not and/or could not anticipate at the time of contracting. Posner denies specific performance b/c easy to calculate dmgs. CC wants sp b/c otherwise they have to shut down which will hurt the community. Posner rejects arg sayig CC not representative of town or employees. They would need to sue separately under the 3rd party beneficiary theory -JONHSON GLAZE: IPSC lost the case for NIPSCO. 3rd party beneficiary theory- these people weren't even employees at the time the k was signed. Also the minors are at-will employees, so no promise to them. Price increase not specifically allocated to NIPSCO in contract but implied · Posner thinks it was allocated but Johnson says he was wrong Johnson says allocated if they could have passed on price to customers. · Can't get out of deal for just making a "bad contract. "Pacta sunt servanda = contracts are to be kept

Simeone v. First National Bank

-1st bank entered into agreement w/ S to buy antique cars they had repossessed from Gohlike for $450k. G sued 1st and 1st agreed to sell car and parts back to G for $1,114,960 for dismissal of suit. S sued 1st for breach. Should the measure of dmgs for the breach be the difference between the market price when the buyer learned of the breach and the contract price, plus consequential and incidental damages?Ruling: Yes. Should have them valued based on collectors market b/c goods are unique. Cover arg-would be unreasonable to ask S to pay way more than k price to buy goods from G.

Bailey v. West

-W bought horse. Upon delivery informed it was lame, so W requested it be sent back. Seller wouldn't take horse back, so sent to B's farm for 4 years. After 2-3 months B sent bill to W. W replied he did not own the horse and he would not pay for boarding. B sued W to recover $ for services arguing for both quasi-k and k implied in fact -RULING: No k implied in fact b/c no mutual agreement or meeting of the minds. W never had intent to contract. No quasi-k, B acting as a volunteer. 2d §2: a person who officiously confers a benefit upon another is not entitled to restitution. B knew about dispute over the horse. No prior dealing btwn B and W. B was acting as a volunteer -JG: doesn't qualify as quasi-k b/c B knew there was a dispute over the horse. Should have gotten an explicit agreement to pay once B found out about the dispute.

Weintraub v. Krobatsch

-W selling house. K buying. K only inspected house in the light before buying. Later found out there were roaches. Argued fraudulent concealment and nondisclosure -RULING: pure caveat emptor (buyer beware) doesn't apply to real estate. Duty to disclose latent issues to a buyer (especially since this was almost bad faith concealment) -JG: first erosion of common law caveat emptor b/c used to only be patent defects in real estate

Lucy v. Zehmer

-Zehmer makes k (note written on scrap paper singed by both Z's, but NOT L) stating We hereby agree to sell to W.O. Lucy the Ferguson Farm complete for $50,000; title satisfactory to buyer" -L claims was real k (got atty, got his brother to help pay, offered $5 as consideration, wife signed which L wanted b/c she had dower rights, reasonable price, formal lang ie "title satisfactory to buyer"). Z claims it was all a joke -RULING: L gets specific performance (gets the land). Z's former refusals to sell the land to L irrelevant here b/c owners of prop are free to change their minds. Objective theory of k: look to the parties outward bx. What was the seller's intent from the viewpoint of a reasonable buyer? Can't look to hidden intent. -JOHNSON GLAZE: what really wins the case is Mrs. Z singing the k. If z was truly joking, why would he bother asking his wife to sign the k? Lawyers ignored that L fed Z alc (§16 says that no contract can be enforced against a party induced to do so under the influence of alcohol if the inducing party is attempting to enforce the agreement). Ct would still be skeptical of this arg. RS §21 = if Lucy knew Zehmer was joking then no valid contract

Wong v. Paisner

Accord and Satisfaction -W prepared mechanical drawings for P. Original agreement was for P to pay lump sum of $1,000. W contends there was a modification for him to be paid an hourly rate that would amount to him getting $5.4k. P sent check saying "payment in full" w/ $1k and an extra $500 for money W spent. W deposited but erased "Payment in full." -RULING: under 2d 278 since check was accepted and deposited, duty is discharged. W depositing the check shows accord and satisfaction. Uncertain debt was resolved=consid. Erasing "payment in full" didn't negate accord and satisfaction

Laporte v. Blum

An Intro to Option Ks -2 grandparents w/ 5 grandchildren (2 relevant grandchildren are William and James). W and J take over sugaring on grandparents' prop as long as they are given options to purchase the residence (200k) and the land (200k) w/ certain stipulations. Children object to this arrangement. There is $10 and other good and valuable consid. $10 not actually given. Quite common for option Ks -RULING: valid consid even though it was not paid, and nominal amt. 2d §87- option k is not invalidated by proof that recited consid was not in fact given

KGM Harvesting Co v. Fresh Network

Any Limitations on DamagesWhen the Non-Breaching Party Elects to Cover? -FN to buy lettuce from KGM at fixed price. Mkt went up, so KGM breached. Fresh obtained cover for buying at higher mkt price, and passed on the difference to its buyer w/ whom they had a "cost-plus" k. Fresh sues for cover price-k price. KGM argued shouldn't have to pay b/c Fresh covered and didn't suffer any real loss. In same position as if K had been performed -RULING: KGM had right to cover. Would incentivize breach and discourage Fresh from covering, don't want to do that. JG: Either way someone is going to get a windfall, just a matter of who gets it. Should be P(?) b/c clever in k sturcture

Lakeland Employment Group of Akron v. Columber

At Will Emp and the Doc of Consid or Forebearance as Consid- Noncompete Clauses and Agreements -C accused of breaching noncompete after being terminated from LL (a personnel agency). When C agreed to clause, C was an at-will emp and had been there for three years. Signed noncompete, but got nothing in exchange for his signature, so C argues no consid. C promised to forbear from competition, but LL made no return promise. LL argues forbearance from firing was consid -RULING: forbearance on the part of LL from firing C was consid. Since there is consid, have to see if noncompete is enforceable. Modern view is to view noncompetes w/ skepticism. Do they contain reasonable geographical and temporal restrictions- q of fact so remanded to trial ct. Forebearance of a legal right is a valid form of consid -DISSENT: at-will employment, so C.s rights as an employee were exactly the same before and after he signed k -JONHSON GLAZE: very poor lawyering in this case. Court ignores benefit-detriment test. Majority is right under the benefit-detriment test. By signing k, C led LL to believe he would not become a competitor. Relied on agreement for 10 years.

Gardner Zemke v. Dunham Bush

Battle of the Forms-Knockout Rule and Other Approaches -GZ gen contractor for DOE on building project and used DB as suppliers for chillers for AC units. Doc 1- GZ sent order to DB said 1 year warranty and chillers to comply w/ specifications provided by GZ. DB responded w. acknowledgement that GZ's rules applied and substantial warranty disclaimers. Went through w/ order w/out resolving discrepancies. ACs not working properly and Db refused to come look at them unless GZ was willing to pay for inspection. Went w/ other repair ppl and witheld $20k from DB for repairs -RULING: warranty and disclaimer conflicting so ct uses knockout doc and uses UCC default warranty rules. No more last shot rule b/c of 2-207. GB did not expressly consent to DB's warranty disclaimers so no unequivocal acceptance. Also acceptance not made expressly conditional by DB -JG: knockout one way to deal w/ different or additional terms according to the UCC (most commonly used).

Step-Saver Data Systems v. Wyse Tech.

Battle of the Forms-Terms Submitted After K has Been Est -SS bought TSL (co-party w/ Wyse) computer software to sell to its users. SS made phone order which were accepted by seller who would send purchase orders (price, quantity, delivery date). TSL would ship w/ invoice containing identical terms to purchase order. Software had box-top license w/ terms. had integ. clause and clause saying by opening box indicated acceptance if not returned in 15 days. SS argues k was phone agreement and UCC default rules should fill in k, TSL argues box-top -RULING: Was a k b4 the box-top, and box-top fully integrated k under 2-202. BTL had additional terms so SS would have to expressly consent. TSL didn't make it clear they wouldn't proceed w/out the boxtop terms. Opening box not enough for express consent. This would take us back to the last shot rule. Need more than "big boy" lang -JG: ct gives no credence to arg that opening box is express consent, but there is some merit to needing to return in 15 days. refund not as good an offer as it seems b/c buyer has already put in time and effort to getting the prod. UCC does not care about exact moment k is formed

B & W Glass v. Weather Shield Manuf.

Can PE be used to vitiate SOF req? -B&W subcontractor and installer of windows. WS manufactured windows. Began negotiations to buy for a project B&W had subcontractor bid for. WS salesman quoted price orally. B&W made bid to gen based on WS's quote, and was awarded k. WS claimed there was no k and B&W had to obtain windows at higher price. RULING: PE can be used even when SOF not satisfied. 2-201 vs 1-103. Saying 2-201 avoids pe is a better approach

Butler v. Balolia

Can a letter of intent be enforced as a binding k to negotiate in gf? -Butler inventor of whirlwind tech. Balolia trying to buy. Both signed LOI to negotiate and enter into separate purchase agreement. Said Butler wouldn't negotiate w/ anyone else for a set period. Deal fell through and never signed purchase agreement. Butler says Balolia violated agreement to negotiate in gf by giving spurious reasoning for backing out. Were they bound to negotiate in gf? RULING: Yes. WA law would most likely recognize a k to negotiate. Allows case to proceed

Baker v. Bailey

Common Law Parol Ev Rule -Bailey lived in trailer on daughter and son-in-law's prop and was hooked up to their water line. Kids moves and transferred one acre of their land to Bailey for the motor home. Sold to Bakers with Well Water Usage Agreement which gave Baileys right to hook up to water . If someone else bought land, Bakers didn't have to share water with them if they did not want to. Bakers had right of first refusal on Bailey's prop. Bailey sold and Bakers refused to let anyone else use water line, whcih brought down value of prop. Then Bakers bought it themselves, and resold w/ water at higher price. Was the contract that Bakers could refuse water to any purchaser, or any unreasonable purchaser? Can we use additional ev to find this out? RULING: Can't hear ev on ambigous terms if it's an integrated doc. Doc is integrated b/c there's an attempted merger doc. Bailey's can't bring in ev b/c of the parol ev rule -JG: Might have had a stronger arg on interpretation since they couldn't get ev in under parol ev

New Valley Corp v. US

Computation of Direct Dmgs and the Issue of Ability to Perform -In court of claims b/c gov agency. Entered into K w/ NASA to launch 2 satellites. First satellite launched, and second was set to launch. B/c of challenger explosion, all non-essential launches were stopped. Western Union went bankrupt and became New Valley. Filed breach of k against NASA for failing to launch for over 30 mill. NASA argues NV wouldn't have been able to perform due to financial situation -RULING: the lowering of the sale price of their co from losing the asset of a NASA launch is a direct dmg. Entitled to price differential btwn price sold, and price it would have sold at w/ the NASA k. No repudiatory dmgs b/c NV couldn't have performed

Carlisle v. T&R Excavating, Inc

Conditional Gratuitous Promise? -Carlisles married. Thomas operated T&R and Janis kept the books for the co. J also planned to build and operate daycare. As they were divorcing, T promised J he would perform excavation services for daycare for free as long as J payed or reimbursed him for cost of materials. Memorialized in 3 docs, 2 of which signed by both parties, last was AIA which was only signed by J. T began work. Once divorce finalized and J spent 35k on materials, T abandoned the project. J had to bring in another co to complete. J sued for breach and sought dmgs in the amount she had to pay the new co to complete -RULING: Whether or not there is consid is q of law. Under benefit-detriment test there was no consid, and relatedly no bargain or exchange of promises that would support the conclusion that there is valid consid. T didn't make deal to induce getting money for the supplies. This was a conditional gratuitous promise. No benefit to T or detriment to J -JOHNSON GLAZE: ignores the proposals signed by both parties and the doc signed by each in prep for their divorce. Look to benefit of promisor or detriment to promisee. J's past consid of doing bookkeeping for co not valid. Intrafamily situation-cts hesitant to enforce Ks btwn husband and wife

Unified School District No. 446 v. Sandoval

Contract Formation, an inexact science -S's k not being renewed. Could forgo due process hearing and negotiate deal. Told her union rep to accept a deal during a board meeting. Emails of drafts went back and forth. S later changed her mind and said wanted hearing. Agreement that S cancelled would have had her leave the classroom March 28th. She stayed past that date. S arguing they had only entered into prelim negotiations. District says it was binding oral agreement RULING: ct can decide if there was a k de novo b/c no disputed facts. No k b.c 1) Negotiations continued 2) District policy requires resignation agreements to be in writing 3) Not in board minutes when another emp's resignation was 4)course of dealing indicates resignations only final when in writing JG: ignores standard of proof for determining whether there was an oral k is PPE. District tacitly approves by letting S continue to teach, ct should have focused more on actions after alleged k

Peevyhouse v. Garland Coal Mining

Cost of Performance vs. Value -P leased part of his land to G. K contained provision G was to restore land at the end of the k. Cost of restoring prop was $29k. Not fixing only caused land to drop $300 in value. P wanted to recover cost in restoring land, G only thought it should pay decrease in value of land. -RULING: G should only have to pay $300. Wants to encourage efficient breaches. -JG: court was wrong. Should have had to pay at least $3k for reliance on promise to fix land. PER screwed P by not allowing show that K only entered b/c of this clause. Should have done SP to reach equi

Nanakuli Paving v. Shell Oil Co

Course of Performance and the Parol Ev Rule -Nanakuli bought asphalt from Shell from 1963 to 1969 under a supply contract (probably a requirements contract) and then upon expiration of that contract they entered into another written contract which was in effect from 1969 to 1974. K's price term was Shell's posted price at the time of delivery. N sued Shell for not price protecting the buyer. In 2 prior Ks, Shell price protected N. N argued under UCC §2-305 gf in course of performance requires price protecting. (Arab Oil Embargo Case) -RULING: §2-208- Course of Performance. Exception to parol ev rule, may be used to aid in interpreting terms. Price protecting is in line w/ gf and fd b/c of previous course of dealing. Prior dealings fair game ev -JG: 2 times isn't enough to show course of dealing, incentivize Shell to never price protect. Issue was not rise of price, but way price was raised. Price just went up and had storage, so probably price gauging.

Sun Printing v. Remington Paper & Power

Enforcement of Ks w/ Open Terms: AGREEMENTS TO AGREE ARE NOT BINDING -16-month contract where S agreed to buy 1,000 tons of paper/month from R but price only set for first 4 months and length of new price not determined. R refused to continue performance after 4 moths. Sunprinting argues index price of CEPC was price in case of conflict; Remington argues "agreement to agree" (would make agreement indefinite and illusory) RULING: Cardozo sides w/ R, this is an agreement to agree. K amounted to an option for S every month. Est CEPC as price, but for when? Court will not create terms for contract (this is the parties' job). Court will not write contract for parties à up to parties to include all terms to have enforceable contract JG: R made a bad deal and wanted to get out of it. §2-305 says leaving price open ok, but must know how long price will run. Quite clear that parties intended fro CEPC to be default price, but Cardozo is making a statement about what ct will and won't interpret (dissent offered 2 reasonable interpretations)

Mid-South v. Shoney's

Firm Offers or UCC 2-205 -Mid-South offered to sell bacon to Shoney's and said it would give 45 day notice of price increase but did not give time or duration (firm offer). M increased price w/out warning and S continued to pay, noting new price on purchase orders. S later tried to offset the price. Sued to recover price difference -RULING: this is a firm offer and is not revokable under UCC 2-205 (firm offer irrevocable during time stated, or if no time stated, 3 months). Since price increase occurred 3 months after the initial offer, M didn't have to give warning. S exhibited opportunistic bx JG: Under the court's "firm offer at best" assumption, there are several possibilities—actually three that are plausible(1) Each order restarted the 45-day window by creating a new contract implied-in-fact with the same terms as the Proposal (best case for Shoney's - they conceded this by paying the $8k)(2) The first order in July implied acceptance of the Proposal, starting the 45-day window at the time of the first order (So Mid-South is responsible for the original prices until July ? + 45 days)(3) (The Least Plausible) The court says that the "firm offer" is open for 3 months (under UCC § 2-205), and therefore after July 17 (April 17 + 3 months) Mid-South can do whatever it wants with prices at any time after July 17▪Shoney's only gets the benefit of the 45-day notice for orders placed within 3 months of the date of the proposal and not the date of any contract▪For Mid-South to change the prices within the 3-month period, it must have provided 45-days notice, but once the clock hits 3 months from the time of the proposal, Mid-South gets to do whatever it wants. In effect, a firm offer for three months with the seller's option to increase the price (amend the firm offer) by providing 45 days notice. Complicated but it works. -M has a strong case that this was not a firm offer under 2-205, but an invitation to negotiate

City of Midland v. O'Bryant

GF & FD in At-Will Employment -M PD, due to budget cuts, demoted 5 PO's to civilian positions (could either take demotion or transfer to evening duties). Officers sued saying city breache dits implied coventant of gf and fd. -RULING: Does not impose covenant of GF and FD on at-will employers. Matter legis could, but has chosen not to, address. Other jurisds vary, exceptions seem to be when employee is fired for failing to do a crim act and insurance cases.

Shell Oil Co v. HRN

GF and Open Price Terms -Shell had Ks w/ dealers to sell them gas at DTW price set by Shell. Dealers only allowed to sell Shell gas. Shell also sold to "jobbers" who paid rack price. Dealers sued Shell for violation of gf. Thought trying to run them out of business b/c they can make more $ from Shell stations. -RULING: §2-305- if price commercially reaonable and not applied in discriminatory manner, no bf. and §2-103. Discriminatory pricing violated the "safe harbor"

New England Insulation Co. v. General Dynamics

Good Faith in Conducting Bidding -Gen solicited bids from NE and other for insulation of spherical tanks. Gen told NE its bid would be kept secret and not opened until closing of bidding. NE shared Gens bid w/ another co that got the k. NE sued for lost profits (what they would have made if they got the k). -RULING: If private co places conditions on bidding process, must adhere to those conditions. Implied promise when governmental bid. JG: NE has no arg. Only party bound in contractor/subcontractor relationship is the subcontractor

Ardente v. Horan

H's sellers of prop and A buying. A included w/ signed purchase agreement a check for 20k and a letter saying he wanted certain items to remain in the house. H's refused to sell items and did not sign purchase sale agreement. A brought suit seeking SP RULING: Ct says no agreement. Violates mirror image rule. Additional terms can be valid if clearly independent of acceptance (but in this case not ruled as so). Letter conditioned acceptance on new terms. Must have unconditional acceptance JG: Sec 57 mirror image rule.

Centronics v. Genicom

Implied Covenant of Gf. Summers View v. Burton View -C contracted to sell business asset to G. Price was to be CCNBV+4 mill on closing. Arbitration clause if can't decide on net book price, this happened and arbitration went for longer than expected. $5mil to be held in escrow during dispute. C requested undisputed excrow amount be released even though arbitration wasn't over. G refused b.c of k (even though k said partial distribution could occur if both parties' lawyers agreed), Did G violate covenant of gf by refusing partial release of escrow $? RULING: Souter- when K allows discretion to one party, ask 1) was party granted discretion? 2)Does that grant of discretion make the contract into a unilateral gratuitous promise that is unenforceable? 3) did exercise of discretion exceed the limits of reasonableness? 4)Did the damage complained of result from the abuse of discretion or other causes? Finds K did not grant discretion. NH law more in line w/ Summer's view, but still no violation under Burton -Summer's View: laundry list of circumstances in which ct may say bf occured -Burton Unified Theory: Did one party attempt to recapture unstated economic opportunities that it had bargained away? JG: ct wrong. Partial escrow disbursement allowed. K exercising option not to agree

Vlases v. Montgomery Ward

Implied Warranties Under §2-314 -MW sold day-old chickens to V, who used all his savings and put in a lot of time and effort to make a chicken coup. Chicks turned out to be sick, and were basically defective. V sued for breach of implied warranty of merchantibility -RULING: V wins. §2-314 creates strict liability for certain types of sales. MW was merchant and goods sold were not fit for their purpose. That MW didn't know the chickens were defective is irrelevant

Randomhouse v. Rosetta Books

Interpretation of K Terms -Many famous authors had k with Randomhouse giving them exclusive license over enumerated book forms (E-Book not enumerated. which were not a thing when k made). R signed k w/ authors and began publishing in e-book form. Randomhouse sued for copywright infringement. Is extrinsic ev allowed to determine if k meant to cover e-books? RULING: NY way- go by plain meaning, no outside ev allowed under parol ev rule. Look to plain meaning of a book. K doesn't cover e-books when compared to other ks w/ broad grant of rights. -JG: should have argued e-books were unknown unknown at time of k and would have been included. This would at least allow them to intro outside ev.

Pacific G&E Co. v. G.W. Thomas Drayage & Rigging CO.

Interpretation of K Terms: CA's Relaxing of the Parol Ev Rule -D contractor doing work for P on heavy mechanical equip. Had industry standard agreement for D to indemnify P against injury to prop. D injured P's prop. Did their agreement require D to be responsible for the dmg? Indemnification appears to be ambiguous RULING: Traynor- need outside ev to determine if terms are ambiguous. "words cannot truly have unambiguous meanings" JG: Traynor circumvents PE rule. Can ignore parol ev in virtually all cases to determine if there's an ambiguity. Move around parol ev, to get to the "right" result

WWW Associated v. Giancontieri

Interpretation of Non-Standardized, Bargained for K Terms -G contracted to sell prop to WWW (real estate developer). K had many customized terms regarding pending litigation over the prop. Either party could cancel if lit was not done by June 1. Lit dragged out (WWW claims this was b/c G wanted out of the deal), and G cancelled k under provision. WWW sued for sp. Would parol ev rule allow intro about that provision being for the benefit of the buyer only? -RULING: Ev can't come in. Clear integration clause, and ev outside the four corners of the doc. K unambiguous in its terms. Sophisticated parties. "Evidnentiary reliability" sophisticated doc vs. a conversation about the purpose of a clause.

Haines v. City of New York

Material Contract Terms Left Blank by the Parties -Towns contracted with NY to build sewage treatment center. City did this in order to keep their water supply clean. No time limit for k. Just said Ny has to extend sewer lines for new or additional construction (not build a new plant). H wants to build homes and connect to plant. NY said no b/c at capacity. H said has to build another plant per the k. Options: k goes forever, could be stopped at NY's will, or... RULING: reasonable time standard. §230- k lasts as long as NY wants or needs clean water. At the time, no EPA regs so NY's best choice was the k. Now, regulations prohibited discharging sewage into water supplies, so NY doesn't need K. Considers their intentions at the time of contracting. NY doesn't have to build new facility, only has to maintain existing one. -JG: UCC §2-309 not applicable b/c no sale of goods. intentionally left time and duration blank b/c they were in rush to make k. Chose lower transactions costs and later impose them on the ct

Colfax Envelope Corp v. Local No 458

Mistake and K Formation: MOTM -Colfax manufacutres envelopes. Follows guidelines for how many employees it needs for each size printing press. Union negotiated a new CBA with the represented lithographers they sent a summary of the agreement to Colfax in which the "manning" requirements were stated as "4C 60 inches Press-3 Men" and "5C 78 inches Press 4 men". Per prior agreements, Colfax signed the summary signifying assent to the agreement with the interpretative belief that Colfax could use 3 men on its 78" press for four color printing jobs. The Union took the position that 3 men could be used on any four-color job of 60" or less while Colfax argues the language signifies that 3 men could be used for any four-color job including that employing a 78" press. Also had arbitration clause RULING: Posner says C should have known it was ambiguous. Patent ambiguity vs a latent ambiguity in Raffles v. Whichelhaus (2 ships called the Peerless). K is enforceable. JG: C trying to get interpretation it wants, and if not say invalid b/c no MOTM (heads I win, tails you lose) §20- unilateral mistkake

In re Worldcom

Mitigation & the Claims of an Alleged Lost Volume Seller (Everyone has to mitigate; even Michael Jordan) -1995, Jordan entered into agreement w/ Worldcom to promote their products for 10 years. J got $2mill annually. K said J not acting as employee, but independent contractor. 2002. MCI commenced CH11 proceedings. Jordan filed claim for leftover payments ($8 mill). Only payments for 2004 and 2005 in dispute ($4mill). J claims he is entitled to 4mill b/c he is a lost col seller ( can enter into unlimited endorsement deals). MCI claims J failed to mitigate. 2003-J decided to not do more endorsement deals b/c wanted to own team. RULING: J is a lost vol seller, but failed to show he would have entered into additional contracts. Decided not to seek new endorsement deals in 2003. J didn't prove no other co would enter into similar endorsement deal w/ him. J taking a replacement deal wouldn't have diluted b/c he had 15 other endorsement deals

Angel v. Murray

Modifications of Ks w/out additional Consid -City entered into 5/year k w/ Maher to collect and remove waste in Newport. Unexpected pop increase, so halfway through Maher requested, and was given an additional $10k/year. Historically additional 20 dwellings a year, this year additional 400 dwellings. Next year, again req'd and was granted additional 10k. Concerned citizens sued on grounds these increases were illegal b/c not supported by additional consid (standing based on 3rd party beneficiary theory). -RULING: modification allowed b/c unanticipated difficulties arise. Could argue there was a hold-up game, but have to ask whether the hold-up arose out of truly unanticipated difficulties

Lenawee County Board of Health v. Messerly

Mutual Mistake of Fact -M's acquired land, didn't know former owner had installed septic tank w/out proper permits. M sold to Pickles. Clause k saying saying buyer has inspected prop and accepts it in its present condition. Couple days later sewage started seeping out of the ground. Pickles sued for recission of k b/c of lack of consid, concealment, and misrep. Mutual mistake of fact b/c both believed it was income-generating prop -RULING: no recission b/c mutual mistake of fact and Pickles assumed the risk b/c of k clause. -JG: court was wrong. Defect was not discoverable, clause should not cover it. Easy to reverse K.

Hoffman v. Red Owl Stores

Notes case. Fits Nicely into 2d §90 -grocery chain more clearly induced actions on the part of te Ps via direct assurances of a forthcoming franchise agreement and the actions induced (moving, etc.) more clearly demonstrate reliance in fact -most of all, unjustice suffered by the Ps is more obvious -case is ex of how far PE goes. Must the law save every fool however gullible?

Double AA Builders, Ltd. v. Grand State Construction L.L.C.

Offers in Construction Bidding or Contract Rules for Specific Industries -AA had k to build a Home Depot and were looking for subcontractors. GSC submitted unsigned (so not enforceable under SOF) bid that said their offer was good for 30 days. AA relied on their bid in putting together budget and sent them a k w/in 30 days. GSC said unable to do project. AA had to hire different sub that cost more. AA sued for price difference under PE -RULING: based on Drennan v. Star Paving- subcontractor case where court allowed reliance. Must prove: Sub made a promise, Sub should have reasonably forseen that GC would rely on this, GC did rely on promise. Reliance bc sub's refusal to honor its bid can be financially disastrous for GC -JG: bid shopping and chopping both allowed

Davis v. Satrom

Offers, Counteroffers, and Acceptance/Rejection -Davis (putative buyer) sought to buy mobile home from Satrom and Blair (sellers) via letter of intent. Sellers made changes to the letter and sent it back to D. D sent back unsigned commercial purchase agreement w/ more new terms (went back and forth a bit). Sellers terminated negotiations. D sued for SP or dmgs from breach RULING: no k. no MOTM. "Mirror image" Rule: Any time an offer is changed by the non-offering party, the original offer is rejected and the modified offer becomes a counteroffer that may be accepted, rejected or further "counteroffered" by the original offeror JG: even if valid acceptance, could be rejected by atty in gf

Hill v. Gateway

Oral Agreements Can't Count as Forms Under 2-207 -Hills called G to purchase computer. Only discussed price and delivery. In box, terms that said comp must be returned w/in 30 days if purchaser does not agree to enclosed terms. Form had arbitration clause that Hs trying to get out of -RULING: Easterbrook says no k until 30 days up, not at time of phone call. Only one form so 2-207 irrelevant -JG: general view is that k formed when phone call made. Under this view, if co wants their forms included, need to tell customer that forms are coming on the phone. Easterbrook incorrect, K's can't be formed after the sale. First "form" is the phone call, initial agreement

Masterson v. Sine

Parol Ev Rule Dichotomy: CA's take -Mastersons owned land and conveyed it to Sine for 50k. Ms had option to purchase back for 50k. M bankrupt and creditors want to claim that prop (price had gone up b/c of CA housing mkt). M says can't b/c option is of a personal nature and only intended to be exercised by the Ms. Can ev come in about intent of personal nature under parol ev rule? -RULING: Traynor says ev needs to come in to determine if the deed was intended to be a final and totally integrated agreement. Family aspect might very well be part of an additional doc, so not fully integrated. Ev can come in JG: horrible opinion by Traynor. Allows M to commit bankruptcy fraud. Doesn't like formalistic parol ev rule, so is trying to get around it. Implication of the decision is that the parol ev rule is abandoned altogether

C.R. Klewin v. Flagship Properties, Inc.

Performance w.in 1 Year Exception to SOF -F (real estate dx) made handshake agreement with K (Gen contractor) to manage big university project. Orally set price, but no other terms, except blank AIA form. Held press conference. F didn't like K's work so cut them off and hired new gen. K argues 1) fully binding agreement not in scope of SOF. 2) K implied in fact 3) relied to detriment on promise. SOF-ks that cannot be completed w/in 1 year need to be in writing (common law req) -RULING: not w/in SOF b/c not literally impossible to complete w/in a year (could have people working 'round the clock). -JG: Judge doesn't want to expand 110(e) so construes it narrowly. F should have said F breached by not performing properly

ConFold Pacific Inc v. Polaris Industries

Plain Meaning Rule-No Ambiguity on the Face of the K -P entered into consulting agreement with C to do reverse logistical analysis. Parties had "Mutual NDA- Logistics Consulting Version." C had used this agreement b4. A few years later P began production of returnable containers that allegedly mimic designs of C bid. C sued P for breach of NDA. -RULING: Posner- 4 corners of doc (NDA) unambiguous. Designs not mentioned in K.Not susceptible to 2 or more meaning when evaluated by a rational person. Whether there is a patent ambiguity is determined by the judge as a QOF. Less likely to be patent ambiguity when sophisticated parties. C drafted, and should be construed against the drafter (contra proferentum)

Hamer v. Sidway

Promises Supported by Consid (enforceable) vs. Gift Promises and Donative Transactions (unenforceable) -Uncle William makes promise to Willie that if he does not smoke, drink, gamble, etc. until age 21, he will pay him $5k (legal for Willie sto smoke and drink, but gambling illegal). Willie held up his end of deal. Sidway (executor of William's estate) says k was w/out consid so invalid. -RULING: was consid, so k is valid. Willie gave up exercising a legal right he had (drinking and smoking). This is consid by forbearance, even if it is arguable that it was good for him. Ct does the benefit detriment test -JOHSON GLAZE: **This was a gift k** but no gift because there was never delivery. Willie bankrupt several times over. Fraudulently assigned the promise over to a family member. Important that the alleged donor is dead. Would never be enforced against a living donor b/c if their intent was to be bound, a living donor would simply perform the k. Dead guy cases.

Hopper v. All Pet Animal Clinic

Public Policy and Noncompete Clauses -H worked for AP and signed noncompete (per k, received a raise so no consid problem like in Lake Land). For 3 years couldn't practice small-animal med within 5 miles of Laramie City Limits. H left AP, and made her own small and large animal practice in Laramie. Were limits of noncomp reasonable? -RULING: noncomp's generally disfavorable, this one had too long a temporal restriction. Most patitents come in w/in one year, enough time for them to see new vet is ok. Limit duration to 1 year, but no dmgs b/c too speculative and not proven. -JG: never got temporary injunction so H was practicing the whole time. 6 months is usually an acceptable length for a noncompete, sometimes 1 year depending on the industry

Ricketts v. Scothorn

Reliance and Equitable Estoppel -R grandfather (not named defendant, that is his executor of estate) and S granddaughter. R promised via promissory note to pay S $2k annually plus 6% annual interest. Did this b/c none of his grandchildren worked and thought S shouldn't have to. R died two years later and had paid only one year's interest. Had told someone he would pay the note out of the proceeds from the sale of his farm. Executor, under fiduciary duty, refused to pay off the note. -RULING: affirms jmt for S under equitable estoppel (today called reliance or promissory estoppel). Precludes change in positions when there is a good-faith reliance by the donnee. Reliance bc g-pa intentionally induced P to alter her position for worse on faith of the note being paid when due, and it would be grossly inequitable to permit D to resist payment on the ground that the promise was given w/o consideration -JG: If 2d §90 around when this case was decided S's dmgs would have been limited to extent S could rely on the promise. Dmgs would have been limited to what she would have made if she had stayed at her job. Knew she couldn't rely on it after his death. Normally equitable estoppel reqs misrepresentation by the donor which didn't happen here

Arnold Palmer Golf Co v. Fuqua Industries

The Binding Effect of Instruments Used in Preliminary Negotiations -Palmer wanted to merge w/ Fuqua (a manufacturing co) to have manufacturing abilities. Signed LOI. F released official stmt that they had reached an agreement w/ AP. Month later F backs out of deal RULING: 2d §27 manifestations of assent that are in themselves sufficient to conclude a k are enforceable unless these are prelim negotiations. Existence of k where written memorialization is contemplated. Have to look to intent to parties to see if they meant it to be binding. F's press release showed intent to be bound. Up to jury to decide, so remanded -JG: 2d §27 listed many factors to consider, and the only thing pointing to binding k was the press release. Did this really outweigh everything else? Para 10 says need a definitive agreement

Midwest Energy v. Orion Food Systems

The Boundaries of PE or Do We and Should We Reward Stupidity? -Midwest (chain of service stations) sued Orion (fast food franchiser) for breach of k, promissory estoppel, and fraud (ignore). O told M "we can go forward with the franchise." M enlarged store per O's requirements. O backed out. Was O's promise intended to induce action or forbearance by M, and did M actually rely or forbear on the promise? -RULING: Breach of K claim dismissed b/c could not be performed in one year (SOF) and O never signed any docs. PE Count- ct says is PE against O in accordance w/ 2d §90. -JG: 4 elements of PE 1)Promise- O had colorable claim they never made any representations- nothing ever signed and all oral communications were largely ambiguous. 2)Foreseeable reliance- using only oral communications could have, and probably was, purposeful in avoiding any signed written docs. 3) Reliance in Fact- M admitted store size would have grown anyway and failed to offer explicit ev of foregone negotiations w/ other franchisors (ct seems willing to assume this cost). 4) Injustice Absent Enforcement- O played by the rules yet still might suffer enforcement. Seems unjust against O. *only older doc required misrepresentation by the promisor. Offering circular said not to rely on it before anything was signed and ct still said this isn't enough. Cases like this arguably devalue the negotiation process b/c parties less likely to negotiate if representations in negotiation become binding and transaction costs go up. Indicates cupla en contrahendo. o Does this actually fit requirements of §90? Court says yes, Johnson says no. Better example = Hoffman v. Red Owl Stores (notes case)

Gilbert v. Monaco Coach Corp

The Implied Warranties of the UCC and the effect of the Magnuson-Moss Warranty Act (MMWA) -Gs (GA residents) purchased Safari RV from LaMesa RV center in AZ. RV lemon w/ numerous defects. received a Limited Warranty (12 months, 12,000 miles) for parts of the RV manufactured or supplied by Safari. Conspicuous exclusion of incidental and consequential damages. M says insufficient ev to claim defects covered by limited warranty. G argues breach of express and implied warranties -RULING: Ct rejects G's arg b/c MMWA only applies to unlimited or full warranties, and not limited warranties. Express limited warranties allowed under MMWA as long as it is conspicuously labeled. G's win in part b/c ct says not up to them to prove that the parts were covered by the warranty. Warranty protected parts supplied by Safari, so G wins. But, as for implied warranties of fitness merchantibility, need privity of k for implied warranties that arise out of the MMWA, which S doesn't have. Also reject revocation of acceptance b/c no privity. Finally, G gets consequential and incidental dmgs b/c Sec. 2-719(2) that where the exclusive or limited remedy fails its essential purpose, remedies provided by the act, including consequential and incidental damages are available

American Mechanical Corp v. Union Mach. Co. of Lynn

The Measure of Dmgs for a Breached Real Estate K -AMC entered into real estate sales purchase w/ Union. 100k for real estate and 35k for equip and machinery. Union had 5k held in escrow until closing. Back of check had financing, details, state of title, etc. Union backed out and bank seized AMC's real estate and sold in foreclosure sale for 55k. AMC sued and only one nominal dmgs. -RULING: under 2-708(1) dmgs are 135k-90k (55k for land and 35k for machinery at foreclosure sale). Don't use the fair market value (traditional formula) b/c Union knew of AMC's situation

Clouse v. Meyers

Treatments of Ks Where Parties have Unclean Hands -C entered into k w/ Ms. (sole owner) and Mr. M to manage and eventually own their bar. Drafted as employer/manager k so not as to effect liq license (which was just in Mrs. M's name). Required by law to get new liq lic, but didn't. P paid $7.5k to start, and $7.5k to be paid later. Liq board got mad, D relinquished license, P got his own, bought bar himself.C sued for recission and wanted his $7.5k back. -RULING: rejects recission b/c both parties had unclean hands. Both parties knew of illegality and misrep. Court not going to help either of them; just going to leave them where they found them. -JG: should have argued unjust enrichment, and asked for restitution

Batfilm Productions, Inc. v. Warner Brothers

Unconsc. in the Commercial Setting -B owned by Melniker and Uslan, owned motion pic rights to Batman and its characters. K w. WB: M&U to receive $300k in fixed compensation, $100k in contingent compensation, and 13% of "Net Profits" for each Batman film produced. Received $400k for each of 3 batman films then produced. Didn't receive anything under "net profits." M&U claim the "Net Profits" definition is unconsc -RULING: not unconsc. Melniker had been in the business a long time. Was very familiar w/ terminology of agreements. Knew net profit calc almost always results in no payments, and could have held out for more.

Williams v. Walker-Thomas Furniture Co.

Unconscionability & Consumer Ks -W bought furniture and electronics from WTF on credit. K had provision that payments were pro-rated so every time she bought something new, the "lump sum" balance would apply to every item from WTF she ever bought. Cross-collateralization. WTF retained title on all items until total balance paid. Defaulted on payment of stereo and the repo'd all items bought, even those she had paid off previously. -RULING: unconscionable b/c this is very unfair to the buyer. -JG: Too broad and paternalistic. Forces seller exposure to bad debt that they can't recoup. Also forces B to less reputable vendors b/c tightening of credit. Now almost "illegal" to deal w/ poor people on credit

Monarch Marketing Sys v. Reed's Photo Mart

Unilateral Mistake and a Request for Recission -R regularly ordered labels from M. R"s VP was distracted when filling out order form and 5 orders: 4 at 2M and 1 at 4MM (when he mean to order 4M). M didn't veridy and made 4 million, and shipped them via motor freight to R. R sent back the customized labels, didn't accept. M suing R for k price of the labels and R seeking recission based on unilateral misake -RULING: MM def means million based on trade usage. Both party's innocent. R had "pure heart and empty head." 4 Part Test: 1) would enforcement be unconsc? Hard to show unconsc 2)does mistake relate to material feature of the k? Yes 3) was mistake made regardless of ordinary care? To be decided by jury 4) can the parties be returned to the status quo? Can neither party be prejudiced? NO labels were custom, M can't resell them -JG: not pluasible that M didn't realize this was a mistake. Should go based on who is better able to loss spread and bear the loss when there is an innocent mistake

Migerobe v. Certina

Use of Multiple Signed Writings to Satisfy SOF -C watch manufacturer. M owns jewelry counters in department stores. Negotiated for sale of discounted watches. 3 docs: 2 signed memos authorizing sale and 1 unsigned order form. C backed out and M sues for breach -RULING: 3 docs together make signed doc under SOF under 2-201. Fine if unsigned, as long as writing clearly relates to the same transaction. -JG: docs have to be consistent. Can't contradict each other. If possible, should be no ambiguity

Eastern Air Lines, Inc. v. Gulf Oil Corp.

Validity of Requirements Ks- Interpretation based on course of performance and dealing -EA (purchaser) and GO (seller) entered into multi-year k by which EA agreed to purchase jet fuel from GO. Fed gov imposed price controls on price of domestic crude oil that essentially fixes the price of jet fuel. 1973 Arab Oil Embargo caused foreign oil prices to rise which caused crude oil to go from $5-$11/barrel. To increase domestic oil production, Fed Gov made 2-tier pricing system w/ some based on old prices and some based on new. EA, however, continued to pay based on old oil prices pursuant to June, 1972 k. GO want to terminate so it can sell at the new, higher price. Price EA paying is based on Platt's newsletter which doesn't change b/c it's fixed on old oil. K does not state fixed amt to be sold and talks in terms of requirements of EA (requirements k). Are requirements k's enforceable or illusory under UCC? Was EA's fuel freighting (buying more in locations oil cost less and less where it cost more) a breach of k if the k was valid? -RULING: Requirements k's are valid and do not lack mutuality. Policed by Sec 1-201(20) of UCC. Fuel freighting is not breach of k as result of the parties' prior actions under the current and previous ks (allowed it before) ) UCC §2-208

Ford Motor Credit Co v. Russell

What constitutes an offer? ADVERTISEMENTS AREN'T OFFERS USUALLY, JUST AGREEMENT TO NEGOTIATE Car dealer advertised Escort for sale price of $7,800 (2016: ~$16k) with 60-month loan at 11% APR for monthly payments of $159 (2017: ~$350). R tried to get this deal. Gave her advertised price but best they could get her was 13.75% APR w/ a cosigner. Assigned k to Ford Motor Credit. R defaulted on payment so F repossessed and sold car. F sued R for difference in what she owed to price they sold it for. RULING: Ad not an offer, but an invitation to bargain. This ad is pretty close to an offer. Court decides an objectively reasonable individual would know that the terms in the ad are subject to certain qualifiers, e.g. having a satisfactory credit history. d only becomes an offer when it is clear, definite, explicit, and leaves nothing open for negotiation (The Ad should have referenced a "qualified buyer" with respect to financing offer.)§ 24 Offer Defined.An offer is the manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it.◦The nature of ads in our society is that they are NOT offers (barring some special characteristic) JG: cts don't want to be involved in deceptive advertising cases as k matters. Note the exception which is reflected in the Lefkowitz (1957) case. There the intent of the store is to sell one specific item; however, at this point advertising and consumer protection agencies have expanded so vastly that it is not particularly likely that even this kind of ad would be construed by the court as an offer today. Note also this is not a firm offer—See 2-205 for a discussion of what is a firm offer

D&G Stout v. Bacardi

the Scope of Promissory Estoppel per the Restatement -D&G Stout distributor of liquor to N IN. Eventually only had two suppliers, Bacardi and Hiram Walker. D&G entered into negotiations w/ National to sell its assets and go out of business; D&G sought assurance from Bacardi that they would stay (only way D&G could stay in business). D&G and National reached non-binding (tentative) agreement of sale. Same day, Bacardi decided to withdraw from D&G. Caused selling price to be $550k less than original agreement. D&G sued B for difference in price on theory of promissory estoppel. -RULING: B's promise was one on which D&G could foreseeably reasonably rely and, as a result, create a legal obligation. 2d theory of PE: a promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee. Diff btwn expectation and reliance dmgs. Expectation dmgs- loss of future gains (usually $). Reliance Dmgs- out of pocket dmgs you want to recoverß type of dmgs ct says applicable here