Contracts Rules

Office Pavilion S. Florida, Inc. v. Asal Prods., Inc

- ASAL later ordered 2,480 chairs. Kemp informed ASAL that Pavilion would not fulfill the order. -An optional promise to perform does not constitute consideration.If one of the parties' promises under the contract is illusory, in that the party's performance is optional, then such a promise does not constitute consideration.

The Limits of Contract

- Arrangements made between husband and wife - These are hard cases, underlying the notion that these promises shouldn't be enforceable, but why? Public policy; we just don't think this is something which the courts should weight; consensus that this is a good thing Source of Public Policy Statutory and constitutional law; principles that a case based on public policy draws on.

Mineral Park Land Co. v Howard

- Breached contract; defense - he would have to get the gravel below a water level and would have cost 10 times more and it would have been so costly that it might as well have been impossible. - Rule: Restatement 261 Impracticability Rule: Where a party has agreed, without qualification, to perform an act which is not in its nature impossible of performance, he is not excused by difficulty of performance, or by the fact that he becomes unable to perform But: where performance depends upon the existence of a given thing, and such existence was assumed as the basis of the agreement, performance is excused to the extent that the thing cease to exist or turns out to be nonexistent.

Taylor v Caldwell

- Caldwell promised to rent theater to Taylor, and Taylor advertised concert (incurred expenses). Theater burned down by accident. - If parties don't address what happens if a supervening event (between the time of the contract was made and performance is due) happens, the law implies a term). Rule: Impossibility - Restatement 261.

Klar v H&M Parcel Room

- Claim check case! D claimed that tiny printed ticket identifying a bag was a K that limited liability to $25. (boilerplate language). - Ticket didn't arise to the dignity of a K; reasonable person wouldn't know they were consenting to a K

Market Street Associates v Frey

- Contract is sale and lease back with JC Penny and pension trust - Key takeaway - bad faith to not make the other party aware of contract term when you know they forgot about it bc taking advantage of an oversight "Best efforts" is more demanding than "good faith"

Lazenby Garages Ltd. v. Wright

- D agreed to buy a used car for a higher amount than it was later sold after repudiated the contract. -Difference in approaching unique goods (like used goods) or goods where buyer has an unlimited supply

ProCD v Zeidenberg

- D bought softward and used it commercially against license. - Courts say the contract formed when he read the licensing agreement and didn't return it. As master of his offer ProCD is able to put whatever terms he wants.

Steuart v. McChesney

- D granted P right of first refusal. - Clear and unambiguous contract language should be interpreted according to its plain meaning without reference to extrinsic evidence. Courts treat a contract's language as the expression f the contracting parties' intent Under plain meaning rule of contract interpretation, if the parties use clear and unambiguous language in their contract, that contractual language is the only source courts may use to determine what the parties intended the language to mean; courts can't consider extrinsic evidence to determine whether the parties really intended the terms of their agreement to mean something else.

PG&E v GW Thomas Drayage

- D had written K with P to fix turbine, w/indemnity clause, indemnifying P from damage to property. -Court remanded to use PE in first step to determine if P was indemnified from damage P caused

Dickinson v Dodds

- D offered to sell property to P and then P found out he was selling to someone else and tried to accept offer It doesn't have to be an express revocation, it's enough if the offeree learns that the offeror is no longer of a mind to enter into the agreement.

Krell v Henry

- D paid a down payment to rent an apartment specifically to watch the King's procession. But, the King got appendicitis. - Rule: "if the foundation of the contract becomes non-existent due to some unforeseen event, then failure to perform is deemed not a breach." Foundation of the contract / basic assumption of the parties is that the reason for renting out the room was to witness the ceremony Theater burning down made whole purpose of the contract is destroyed

Lenawee County Board of Health v. Messerly

- D purchased tract of land on which an apartment building was located. Prior to transfer, D had installed septic tank on property without a permit and in violation of the health code. - Rule of Law: Rescission is not appropriate If a contract allocates the risk of loss in the event of a mutual mistake regarding a material fact.

NPS, LLC v. MiniHane

- D stopped paying annual fee for football tickets - Rule: liquidated-damages provision will be struck down if the sum provided for is grossly disproportionate to a reasonable estimate of actual damages resulting from a possible breach.

Kenford Co. v. Erie County

- D wanted to finance a sports stadium and P had acquired land around. -Rule: Consequential damages that aren't within the reasonable contemplation of the parties may not be recovered.

Continental Sand & Gravel, Inc. v. K&K Sand and Gravel Inc.

- Defendant made various express warranties concerning the equipment, and those warranties were breached. - Usually we can measure §2-714 damages by difference of what was delivered and value of what was promised in the contract.

In re the Marriage of Witten

- During the parties' marriage they had tried to become parents through the process of in vitro fertilization. - The court uses this fact scenario to establish a broader principle: These contracts to the extent that they might be interpreted to give one party a right to dispose of the embryo when the other party objects are unenforceable. If one party changes their mind, these contracts are not going to be enforceable.

Chouinard v. Chouinard

- Family company had two men leave and gave them 190k. -Rule of Law: A contract between two parties is voidable, where one of the parties took undue or unjust advantage of the other party's economic distress to coerce the other party into making the contract.

Angel v. Murray

- Garbage hauling service - term of 5 years for a fixed sum. Unanticipated increase of four hundred new dwelling units and this city growth rate was not calculated within a fixed sum. -Rule of Law: When unexpected or unanticipated difficulties arise during the course of performance of a contract, the parties may modify the initial contract even without additional consideration for the modification as long as (1) the parties voluntarily agree and the promise modifying the initial contract is made before the contract is fully performed on either side; (2) the underlying circumstances prompting the modification are unanticipated by the parties; and (3) the modification is fair and equitable.

Gardner Zemke Co. v. Dunham Bush, Inc.

- Gardner sent purchase order requesting goods to Dunham and Dunham replied with an acknowledgement form containing substantial warranty disclaims and contained provision that silence by Gardney would be interpreted as acquiescence to new agreement. parties move forward w/out resolving. - Rule: In a UCC contract for the sale of goods, conflicting terms in the offer and acceptance cancel out and are replaced by existing UCC provisions. If the forms of the parties create a contract, and a term in the acceptance directly conflicts with a term in the offer, then those terms knock eachother out. If there is a codefiller, that codefill applies. This appears to be contrary to the common law.

Hurst v WJ Lake

- Horse meat. P argued protein between 49.53% and 50% = full price (trade usage) - Main takeaway: admit trade usage information to interpret the meaning of K terms

Darner Motor Sales v. Universal Underwriters

- However, P mistakenly believed the renters were covered under the higher limit and included that amount in its car rental agreements. - Rule of Law: If the drafter of an adhesion contract has reason to believe the adhering party would reject the contract, if he knew the writing contained a particular term, that term is excluded from the Agreement.

Travelers Ins. Co. v. Bailey

- P accepted application but made a mistake filling out the policy form resulting in an annuity obligation of $500 a month for life 100 months certain. - Rule: Written contract can be reformed to correct a mistake in the writing if the party seeking reformation establishes beyond a reasonable doubt the true agreement to which the contract is to be reformed.

Hill v Gateway

- P bought a computer from D over the phone, and kept the computer >30 days - Party must communicate an unwillingness to proceed without acceptance of the additional terms otherwise → "If you do not agree to these terms, you must tell the seller.

Dorton v Collins & Aikman

- P bought carpets from D over many years. After P places order, D puts it on a form that states the order becomes a contract when P accepts and keeps the carpets for 10 days, - Not using the mirror image rule, because this is a sale of goods. So must reference UCC. Language on the order form that the order is "subject to" terms and conditions doesn't qualify as language from 2-207 ("acceptance is expressly made conditional on assent to the additional or different terms:"). So, move to section 2. Section 2: Between merchants such [additional] terms become part of the contract unless... (b) they materially alter it.

Egerer v. CSR West, LLC

- P contracted with D to transport material to his site at .50 cents per cubic yard. Shortly after, D stopped supplying fill to P bc it was more profitable for them to supply to another party. - Rule of Law: A seller's non-delivery permits a buyer to recover as damages the difference between the market price at the time the buyer learned of the breach and the contract price.

Albre Marble & Tile Co v. John Bowen Co.

- P did not actually perform any work on the building itself but sued D in quantum meruit for the value of the work in preparation for performance. - Rule: A party in an impossible situation may recover for expenditures made in preparation for performance of the contract if the particular facts of the case justify this outcome.

Hill v. Jones

- P entered into an agreement to purchase D's house. During P's visit saw something that looked like it could be termite damage but were assured by D it was just water damage. - Rule: Seller has a duty to disclose information. If parties are in a relationship of trust, one party's failure to disclose a material fact can be effectively the same as a false representation.

Maxwell v. Fidelity Financial Services, Inc.

- P financed the purchase of the water heater with a loan from D at 20% interest - Rule of Law: Even if contract provisions are consistent with the reasonable expectations of the party they are unenforceable if they are oppressive or unconscionable.

Peevyhouse v Garland Coal & Mining

- P leased land to D for strip mining, K called for D to level land afterwards. D didn't. Cost of remedy = $29,000. Change in value = $300. -Default measure: if a contract is breached, the standard will be the expectation measure of damages. When stipulated damages are disproportionate to actual damages, courts tend to not enforce them.

DeFontes v. Dell, Inc.

- P ordered a Dell computer and purchased an optional service contract as part of the sale. - A buyer is bound by the additional terms and conditions contained in a shrink-wrap agreement if the agreement explicitly informs the buyer of the option to reject the terms

Transatlantic Financing Corporation v US

- P promised to ship wheat across the Atlantic, up the Suez Canal and to Iran. Canal shut down. - Rule: An unexpected contingency that requires an adjustment of method or route will not, by itself, render performance of a contract legally impossible. Rule: This case states 3 part test to determine whether a promise or promised action has become impossible would be that: (1), contingent on something unexpected must have occurred. (in Taylor case it would be burning of music hall) (2), the risk of the unexpected occurrence must not have been allocated either by agreement or by custom. (3) occurrence of the contingency must have rendered performance commercially impracticable.

Kearsarge Computer, Inc. v. Acme Staple Company, Inc

- P signed a 1 year contract to provide services for D. After 7 months into the contract, D terminated the contract due to unsatisfactory performance of P. - Rule: In a breach of contract suit for full contract price, an injured party's saved expenses aren't deducted from its damages award if concurrent performance of another contract is possible. If the breach saves the injured party expenses, those savings are typically deducted from the injured party's recovery. If the injured party realizes income from a substitute job that wouldn't have been realized but for the contract breach, that income is also deducted from the injured

Masterson v. Sine

- P sold land to D with option to repurchase. P went bankrupt, and his creditors want to exercise option (worth $30k). - Deeds are inherently partially integrated Thus, PE allowed to reveal the terms of the K

Andreini v. Hultgren

- P's hand was worse than before after operation. -Rule of Law: Under the law of duress, a threat is improper if the resulting exchange is not on fair terms and the threat's effectiveness is significantly increased by prior unfair dealing by the party making the threat.

Chase Precast Corp. v. John J Paonessa

- Paonessa paid for the barriers it received from Chase, but Chase sues Paonesa for expectation damages. - Sale of goods - UCC applies; No section of frustration of purpose so go back to common law.

Moscatiello v. Pittsburgh Contractors Equipment Co.

- Parties executed form contract provided by D. The reverse side of the form contract stated in fine print that no warranties were offered and that any implied warranties were specifically excluded - An exclusion of this warranty must be conspicuous and must explicitly reference the term "merchantability." Language in a contract is conspicuous if a reasonable person who is to forego the warranty would notice it. Here, the exclusion of the warranty of merchantability is buried in a paragraph towards the bottom of the reverse side of the contract. The size of the font is minute and there is nothing that draws attention to the exclusion.

Walgreen Co v. Sara Creek Property Co

- Phar-Mor store would be installed in mall where Walgreens had a clause in lease prohibiting -Rule: By balancing the costs and benefits of an injunction against those of a damages award, injunctive relief can be an appropriate contract remedy.

Sisneros v. Citadel Broadcasting Co.

- Sisneros demanded and Citadel agreed to eliminate a provision requiring arbitration of disputes. - Extrinsic evidence is admissible to establish that the contract did not express the true agreement of the parties, even if the inconsistency cannot be detected on the fact of the contract and becomes clear only in light of surrounding circumstances.

Seggebruch v. Stosor

- The defendant agreed to pay the plaintiff 1.25 cents for every gallon of gasoline sold on the premises. The defendant later acquired the adjoining property and erected another gas station. - You can decide whether the actions of a party constitute a breach of contract by asking, "would the parties have agreed to that?" Contractual obligation of good faith.

Totem Marine Tug & Barge, Inc. v. Alyeska Pipeline Service Company

- Transport company facing bankruptcy agreed to settle for low amount -Policy: Recognition of economic duress is a way to correct inequitable agreements between parties holding unequal bargaining power.

Hamer v. Sidway

- Uncle promised $5,000 if nephew didn't drink/smoke until age 21. - Forbearance of legal rights on promises of future benefit made by other parties can constitute valid consideration

Webb v. McGowin

- Webb chose to fall to prevent injury to McGowin -Rule of Law: A material, substantial benefit conferred in the past constitutes consideration for a voluntarily assumed promise of compensation later.

Clark v West

- West (defendant) entered into a contract with Clark (plaintiff) which provided that Clark was to write law books for publication by West. contained condition that Clark couldn't drink. Rule of Waiver: If a party expressly waives the other party's performance of a specific contract condition, that party cant later rely on that condition to hold the other party in breach of contract.

Academy Chicago Publishers v. Cheever

- agreement with no specific requirements for book - Rule of Law: A contract must have terms that are definite enough to make the parties reasonably certain of what they must do to comply and when a breach has occurred. Court might supply missing terms if it appears parties intended them to be part of the contract, but only if there's some suitable standard for thee court to apply (ex: previous conduct) But not the job of the Court to write the contract for the parties by providing the essential terms for them. An agreement that is not sufficiently definite is not enforceable, and an agreement to agree is not enforceable. (no longer the rule in modern cases).

Dougherty v. Salt

- aunt giving $3,000 to nephew - In order for something to serve as consideration, both parties must regard it as such. If nothing of value is exchanged, there is no consideration.

Sherwood v Walker

- barren" cow sold for cheap turned out to be pregnant Did seller bear risk of mistake? Not expressly He was not consciously ignorant... had every reason to believe the cow was barren. (he tried breeding it several times, so he undertook a "reasonable investigation"). Farmer was ignorant, but not consciously ignorant.

Drennan v Star Paving

- before gen contractor accepted the sub tried to back out because they miscalculated their bid -R2 § 87(1) and (2): P reasonably relied on D's bid in calculating its own bid, so D's offer stayed open for a reasonable period of time.

Sateriale v. R.J. Reynolds Tobacco Company

- camel cash program for cigs -If an advertiser promises to render performance in exchange for requested action, then the advertisement can constitute an offer. Offer for a unilateral contract invites acceptance by performance. Has the advertiser promised to render performance in exchange for some requested action? AND Whether the recipient of the advertising concludes that by acting in accordance with the request a contract would be formed.

Feinberg v. Pfeiffer Co

- company offered her monthly payments so she retired - Reliance** - detrimental reliance is sufficient consideration to transform a gratuitous promise into an enforceable contract.

US v. Algernon Blair, Inc.

- contractor didn't pay subcontractors fees for crane rental -Rule: A subcontractor who justifiably ceases work under a contract because of the prime contractor's breach may recover in quantum meruit the value of labor and equipment already furnished pursuant to the contract irrespective of whether he would have been entitled to recover in a suit on the contract.

DePrince v. Starboard Cruise Services, Inc.

- cruise with diamond they sold for way too cheap - Rule of Law: A contracting party's mistake must be reasonable or non negligent to establish a unilateral mistake defense.

Spaulding v. Morse

- dad agreed to pay for sons education -Rule of Law: It is proper to construe a written agreement to effectuate the parties' intent as long as the instrument as a whole establishes that the parties intended a particular result. Written agreement should generally be construed as effectuating parties' intent If the parties' writing fails to express their intent, courts cannot speculate as to their intent HOWEVER, if the agreement establishes as a whole that the parties intended a particular result. Courts may effectuate that intent despite it not being expressly stated in formal words by the parties.

Louise Caroline Nursing Home, Inc. v Dix Construction Co.

- damages for breach of contract in construction of a nursing home. -Damages for failure to complete a construction contract are measured by the reasonable cost to complete the project, less the amount not yet paid on the contract price.

Schnelle v. Nell

- dead wife; the husband gives heirs $200 -Rule: Action in the past does not constitute as consideration as there was never a bargain for exchange and thus not a legally enforceable contract. Rule: mere Recital of nominal consideration does not make an option binding.

Batsakis v. Demotsis

- drachmas in exchange for paying sum back in US currency - Rule of Law: No, mere inadequacy of consideration will not void a contract. If there is some valid consideration for a party to pay, then the promise is enforceable. Contract will not be rendered invalid merely because one party thinks consideration is inadequate.

Embry v. Hargadine, McKittrick Dry Goods Co.

- employeer seemed to tell employee he was extending his contract -Rule of Law: words that lead a reasonable person to infer intent to enter into a binding contract are sufficient to create a valid contract. Ordinarily, parties to a contract must come to a meeting of the minds and must agree to the same thing. But it is impossible to know a person's inner intentions so one looks to the person's words and actions. If a party's words or actions may reasonably be interpreted to manifest an intention to agree to the matter in question, then the agreement is established.

Foxco Industries, LTD v. Fabric World, Inc.

- evidence a textile trade association's definition of first quality to establish the meaning of the term under the contract. - Rule: Custom and trade usage are admissible in court to provide meaning to contract terms.

Security Stove & MFG. Co. v. American Rys. Express Co

- exhibition and an important bo got lost during shipping -Rule: A carrier is liable for actual damages if the carrier was aware of special circumstances and knew that the shipper would incur unusual damages in the event of delay.

Wood v. Lucy, Lady Duff-Gordon

- fashion designer signed K with D to exclusively market her clothes D's promise = sufficient consideration = valid K (1) A contract may be enforced when there is no evidence of a promise, exchanged as consideration, in the explicit terms of the contract. (2) A promise to use reasonable efforts may be implied from the entire circumstances of a contract

Hawkins v. McGee

- hairy hand case - Rule of Law: If one party breaches a contract, the non-breaching party may recover damages based on the difference between the value of the contract as fully performed and the actual value of the non-breaching party's present condition, plus any incidental damages reasonably foreseeable to all parties at the time of contract formation.

Carlisle v. T&R Excavating, Inc.

- husband's company was going to build preschool - Rule of Law: A valid contract must be supported by consideration, which is a benefit to the promisor or a detriment to the promisee sought by the promisor in exchange for the promise. A gratuitous promise is not an enforceable contract, because there is no consideration.

Garwood Packaging, Inc v. Allen & Company, Inc.

- investment banker repeatedly assured GPI that the deal would be successful - Review: Promissory Estoppel - a promise may be legally enforceable without consideration - if the promisee reasonably relied on the promise and suffered a substantial detriment as a result Rule of Law: To recover under promissory estoppel, P must have reasonably relied on a statement by the promisor that P reasonably understood as a legally enforceable promise. Promisor's statement must have been clear and reasonably understood by the promise as an enforceable promise.

Beanstalk Group, Inc. v. AM General Corporation

- issue of whether AM General intended Beanstalk to receive commission on a joint-venture agreement it played not role negotiting -Rule of Law: No, courts shouldn't enforce contractual terms in accordance with the plain meaning of the language used if doing so leads to absurd results

Mitchell v. Lath: (NY)

- issue of whether to remove ice house - Rule: Parol Evidence Rule (in this case parol evidence is oral agreement of removing ice house);

Kirksey v. Kirksey

- let sister-in-law move in and kicked her out -A promise to make a gift is not enforceable as such.

Ragosta v. Wilder

- mailed a letter offering to purchase the fork shop -There was no real offer except for an offer for a unilateral contract. Seller was bargaining for the buyer's performance. Seller withdrew the offer before this occurred,

Akers v. J.B. Sedberry, Inc.

- offered resignations and they were not accepted until the week after - If an offeree rejects an offer, it terminates the offeree's power to accept the offer. Circumscribes reliance in this situation.

US Naval Institute v. Charter.

- paperback book published month earlier than contracted for - Rule: Compensate injured party for loss caused by breach Damages generally measured by actual loss. DAMAGES = EXPECTATION INTEREST: Contract damages are ordinarily based on injured party's expectation interest and intended to give benefit by awarding a sum of money that will, to the extent possible, put them in as good a position as he would have been in had the contract been performed.

Neri v. Retail Marine Corp.

- refund for a boat was not given back to P - Rule: Under (UCC) § 2-708(2), if a buyer repudiates a contract with a lost-volume seller, the seller is entitled to the profit the seller would have made from full performance by the buyer, plus reasonable incidental damages associated with resale. Section 2-708(2) applies uniquely to lost-volume sellers, as traditional measures of restitution damages under the UCC would not put a lost-volume seller in as good as a position as it would have been had a buyer not repudiated its contract with the seller. A lost-volume seller is defined as one who, had there been no breach by the buyer, could and would have had the benefit of both the original contract and the resale contract. § 2-708(2) was enacted as an additional equitable remedy in response to the fact that lost-volume sellers are not completely made whole simply by reselling the goods from repudiated contracts.

McGurn v. Bell Microproducts, Inc

- severance package altered before signing offer -Failure to reply to an offer constitutes acceptance if The offeree knows or should know the offer exists and Takes the benefit of the offered services Despite having a reasonable opportunity to reject the offer. GENERALLY, silence isn't acceptance but the three elements above create exception to the general rule

Raffles v Wichelhaus

- two ships named Peerless -Subjective difference of understanding, and neither party knew what the other intended. Neither understanding was more reasonable than the other. No agreement between the parties.

Ardente v. Horan

- wanted furniture to remain with the property An apparent acceptance conditioned on terms not included in the offer cannot form a valid contract. AKA Mirror Image Rule.

Snyder v. Lovercheck

- wheat farm had considerable problem with rye that was more significant than had been disclosed - The parol evidence rule dictates that when the meaning of a contract is unambiguous, extrinsic evidence is not admitted to contradict the plain meaning of the terms used by the parties. We depart from the parol evidence rule only if parol evidence is used to establish a separate and distinct contract, a condition precedent, fraud, mistake or repudiation.

Jacob Young v Kent

-- Reading pipe installed instead of Coho pipe. - Damages = difference in value ($0 = same quality pipe installed), NOT cost to complete (ripping out the Cohoes and installing Reading = VERY expensive)

Foakes v. Beer

-Because Foakes already had a duty to pay Beer £2,090 plus interest, his partial payment of £500 did not constitute consideration. -Classic example of the "legal duty" rule; debtor was obligated to pay full principal and interest. Creditor got nothing in exchange for the debtor's promise to pay the principal and not the interest

Keller v. Bones

-Bones signed offer before 5 pm deadline and called at 5:12 to give notice - Rule of Law: If an offer doesn't establish a deadline for communicating the acceptance, such communication must be made within a reasonable time after the acceptance

Lucy v Zehmer

-Contract was a joke on one party's part and they were both drunk But the MAIN point of the case is to showcase that OUTWARD assent is what matters.

Channel Home Centers, Division of Grace Retail Corp v. Grossman

-D agreed to take space off-market and negotiate further - Just the undertaking to negotiate in good faith is itself a consideration. It is of value to both parties.

Mattei v. Hopper

-D entered K to sell P land, contingent on P obtaining leases "satisfactory to the purchaser" (satisfaction clause). -Satisfaction clauses, when made in good faith, are adequate consideration.

Osteen v. Johnson

-Johnson failed to distribute a second record as contract required Rule: party can recover restitution damages for a breach of contract if the breach is so material that it goes to the essence of the contract. Restitution requires a breaching party to repay a benefit conferred to it by an injured party. Restitution is only an appropriate remedy in a breach of contract case if the breach is so material that it goes to the essence of the contract. Such a breach is one that would discharge an injured party from its own future contractual obligations.

Mills v. Wyman

-Mills took care of Wyman's son who died. - Rule of Law: A promise based on a moral obligation but made without legal consideration does not constitute an enforceable contract unless it is tied to a preexisting legal obligation.

Rockingham County v Luten Bridge

-P built bridge and D notified they wouldn't pay for completion. P kept building. -To the extent that your activities increase damages to the employer, those are not recoverable

Parker v Twentieth Century Fox

-P was going to star in musical but film was cancelled and a western offered as an alternative. -Rule: Where a contract is for personal services, do not require to accept a position that is substantially different (even if not necessarily inferior to) the one contracted for. Party who suffers a breach of contract must make reasonable efforts to mitigate her damages; The duty to mitigate extends to employment contracts where wrongfully dismissed employees must look for comparable work.

Hayes v. Plantations Steel Co.

-Planned to retire, once company heard they offered him $5000 a yr -Under the doctrine of promissory estoppel, the acts of reliance by the promisee to his detriment provide a substitute for consideration. However, a promise cannot be enforced if the act by the promisee to his detriment was not done in reliance on the promise.

1464-Eight, LTD. & Millis Management Corp. v. Joppich:

-The option agreement recited Joppich's receipt of a $10 option fee paid by the defendants. Joppich failed to commence construction of a residence within the requisite time. -Restatement 87(1)(a): (1) An offer is binding as an option K if it: (a) is in writing and signed by the offeror, recites a purported consideration for the making of the offer, and proposes an exchange on fair terms within a reasonable time UCC 2205 - firm offer, motivation on the seller to try and move those goods and if the seller binds themselves for a certain period of time, they will do that. An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror. Common commercial transactions

Lonergan v. Scolnick

-ad in newspaper offering property for sale, P wrote letter saying he wanted to buy Merely asking a person whether he is interested in purchasing a property does not constitute an offer to sell the property to that person. There is no contract until the parties have agreed to some specific thing.

Lingenfelder v. Wainwright Brewery Co.

-brewery construction, awarded refrigeration contract to a competing company. -Rule of Law: A party can't demand more compensation for performing under a contract if the party won't be doing anything more or different from what the party's already legally bound to do.

Hadley (P) v Baxendale (D)

-broken crankshaft -Rule of Foreseeability: In order to recover consequential damages (damages resulting as a consequence of the breach). Plaintiff has to show either that a reasonable person in the defendant's position would have foreseen the damages as a logical and ordinary result of a breach or that the defendant had actual notice that this type of damage could occur (R2 § 351, Hadley v Baxendale) Consequential Damages subject to foreseeability. Determine whether additional losses were either (1) reasonably foreseeable to the objective observer or (2) foreseeable of special requirements for which other party had notice (ex: Hadley v. Baxendale). If losses don't fall into either category, not recoverable.

Laurin v. Decarolis

-construction company took trees for wood -Disgorgement damages is an appropriate measure to address opportunistic breaches of contracts. Opportunist: a situation in which they can profit from their own breach. Disgorgement (A remedy requiring a party who profits from illegal or wrongful acts to give up any profits he or she made as a result of his or her illegal or wrongful conduct

Hobbs v. Massasoit Whip Co.

-eelskin shipment -In the past, they had let them know if they weren't going to accept the goods. Supported by the notion that under certain circumstances, parties can expect that silence will constitute acceptance.

Lefkowitz v Greater MN Surplus Store (exception)

-first come, first served The courts have created a default rule: as a matter of law that except in unusual circumstances, an ad is not an offer. If the advertiser wants it to be interpreted as an offer, they have to say it. Exception to the default rule; the seller has contracted around it by making a sufficiently clear, definite and explicit offer leaving nothing open for negotiation. Default rule; this is what a party would have understood.

Nursing Care Services, Inc v. Dobos

-nursing services provided - Even in the absence of an express contractual agreement, a party must pay for services rendered by another if that party would be unjustly enriched if payment wasn't required.

Williams v. Walker-Thomas Furniture Co.

-welfare recipients bought pro-rata furniture - rule: unconscionability

Post v. Jones

-whaling ship stranded and sold cargo for rescue - Rule of Law: A contract formed under duress is unenforceable.

City School District of the City of Elmira v. McLane Construction Co.

If the aggrieved party can demonstrate or prove why the cost of performance is justified the court may rule in their favor.

Groves v. John Wunder Co

If the plaintiff willfully (intentionally) breaches, courts will often deny all recovery especially where the breach was done to save money in a deceptive manner. Determined that willful breach would result in the cost to complete even though it was disproportionate to diminished value rule. Exception as willfulness not included in restatement language anywhere.

Advanced, Inc. v. Wilks

If the property has another special kind of meaning to the aggrieved party, then they may well use that money to make the repair and should be allowed to do so.

London Bucket Co. v. Stewart

In general, courts will not order specific performance of construction contracts because (1) damages are typically an adequate remedy, and (2) the court cannot supervise the completion of the work. Rule for personal service remedy: Courts will never order specific performance for personal services K. Other reasons a court may order specific performance: lack of other available contractors, no one has the same expertise as this contractor, or on a time crunch.

Nanakuli Paving v Shell Oil

Shell knew (or should have known) about usage in its trade (only 2 oil companies in Oahu) Honoring low prices 2 times in the past was a course of performance, NOT a waiver of terms (as P claimed)