Contracts- Class Notes PDF

Preview

Summary

Class notes...

Description

Contracts Class Notes 8/24/20 







Contract o Means an agreement between two or more persons to something that is o be done in the future by one or both What creates disputes o Elements  Agreement in fact between parties  The agreement as written  Set of rights and duties created by 1 & 2. Prob 1-1- b o Heart balm laws  The state wont get enloved in enforcing a promise of marriage but in Utah you can recover damages and take legal action in court  The ring is a gift that is transferred from one party to another intentially and accepted by the other party (definition of gift) but the ring is not straight up a gift it is a conditional gift. o The will question  Wills are not a contract  But can make a contract for after death contract Sources of contract law o Judicial opinions  Stare decisis (precedent)  Binding o Higher court o Same court  Distingused  Overturned o Lower court  Nope not binding on higher level o Statutory law  Statutory law  Statutory analysis  Legislative history o Restatement of law  Lack of state uniformity of law  Among the states  American law institutes (ALI)  Restatements  UCC (Uniform Commercial Code)  NCCUSL o National conference of commissioners on uniform state law o Legal commentary







 Articles  Treatises  Textbook International commercial law o Lack of uniformity o CISG  Convention on international sales of goods  Treaty- effective 1988 Case study (how he asks Q’s) o Facts o Procedural o Issues presented o Holding o Reasoning  Rules  Analysis Alan v. Bissinger & Co. o Lower court  In favor of Allen  Parties entered into a contract  Defendant appealed o What is the d argument? o Rule  C.j. 265  It judges of is intentions by his outward expressions and excludes all question in regard to his unexpressed intention o Objective  If his words or acts judged by reasonable standard, manifest an intention to agree to agree to the matter in question, that the agreement is established, and it is immaterial what may be the real but unexpressed state of his mind upon the subject o Hold:  Upheld lower courts decision 

8/31/20 

Meyer v Uber o De novo  The fact anew  Means they aren’t looking at what the district court decided o Was there a manifestation of ascent?  Did meyer?  Yes by clicking register which means he agrees o Browsewrap

9-2-2020 



Ray v. Eurice o Rule: 

Unilateral mistake  Williston o Pg42  Restatement 1 S 70  Individual bond by contract even if ignorant to terms and conditions  Restatement 20  Look at facts objectively o Holding:  Valid and enforceable contract judge holds Offer and acceptance o Bilateral contracts  Mutual assent  Restatement 2 S 17 – formation of contract o The formation of a contract requires a bargain in which there is a manifestation of mutual assent to the exchange and a consideration o Comment c  Meeting of the minds  The element of argreement refeered tomeetung of the minds. The parties to most contracts give actual as well as apparent assent but is clear that a mental reservation of party to a bargain does not impair the obligation he purportst o under take…….the phase used here therefore is a manifestation of mutal assent as in the definition of agreement in S 3  Lonergan v scolnick o Holding:  Hold for defendant there was not an offer so the leter is not an aaceotance and there is no valid contract o Rest 2 S 24 offer defined  An offer is a manifestation of willingness to enter into a bargainso made as to justify another person……more on slide o Rest S 26  A manifestation of willingness to enter ubti a bargain is not an offer if the person to whom it it is addressed knows or has reason to know that the person making it does not intend to conclude a baraigin…. More on slide  Comment b





Advertising ……. o Bussiess enterprises commonly secure general publicity for the goods or services they supply or purchase… Advertisement of goods by display, sign, handbill. Newspaper, radio, or tv as offers to sell. The same is true of catalougs, price lists, and crculars, even though the terms of suggested bargains may be stated in some detail….it is of course possible to make an offer by advertisement directed to the general public (see S29) but there must ordinarily be some language of comoittement or some invitation to take action without further communication

Mailbox rule o Rest 2 S63 time when accept take affect (note 2 pg 50)  Unless offer provides oftherwise  A. an acceptance made in manner and by medium invited by an offer is operative and completes the manifestation of mutual assent as soon as put out of the offeerees possescion without regard to whether it ver reaches the efferor  Uniform electronic act  The min you hit send the contract started as soon as you accept (even if you didn’t get that) if addressed properly you receive it and you are liable for a contract it iss the mailbox rule but sending is the moment of acceptance  If property is sold before you accept the og offer is no longer operable

9/9/2020 

Normile v. miller o Issue:  1. Did miller accept plaintiffs offer  No- no contract  2. o Option contract  No option contract no exchange between parties o Affirmed there was specific performance normiles lose not quick enough







 



Rest 2 §36 – methods of termination of the power of acceptance o 1. An offerees power of acceptance may be terminated by  A. rejection or counter offer by the offeree  B. lapse of time  C. revocation by the offeror  D. death or incapactity of the offeror or offeree…….  Look it up Rest §58 necessity of acceptance complying with terms of offers o An acceptance must comply with the requirements of the offer as to the promise to be made or the performance to be rendered Rest 2 §39 counter offers o 1. o 2. L Rest §59 purported acceptance which adds ….. Rest §25 option contract o An option contract is a promise which meets the requirements for the formation of a contract and limits the promisors power to revoke an offer Offer and acceptance in unilateral contracts o Where one of the parties is not willing to accept merely an assurance (promise) of future action …….look up slides o Cook v Coldwell/laiben realty co.  Holding  Rest 2 §32 invitation of promise or performance  In a vase of doubt an offer is interpreted as inviting the offeree to accept either by promising to perform what the offer requests or by rendering the performance as the offeree chooses  Rest §45 option contract created by part breformance or tender  1. Where an offer invites an offeree to accept by rendering a performance and does not invite a promissory acceptance an option contract is created when the offeree…….look it up  2. The offerors duty of performance under any option contract so created is conditional on competition or tender of the invited performance in accordance with terms of the offer

9/14/2020 

 

Sateriale v rj renoyds tobacco o Only invitation to make an offer o Rule o Holding  L Walker v keith Rest 2 S33 certanity o 1.

2. The terms of a contract are reasonably certain if they provide a basis for determining the existence of a breach and for giving an appropriate remedy o 3. The fact that one or more terms of a proposed bargain are left open or uncertain may show that a manifestation of intention is ot intemded to be understood as…….. UCC S 2-305 open price term o 1. The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if:  A. nothing is said as to price  B. the price is left to be agreed by the parties and they fail to agree  C. the price ….. o 2. …….. o



9/16/2020 

 

Quake v american airlines o Letter of intent o Lrtter was ambiguious Note 1 pg93 Res S27 exsitence of contract where written memorial is contemplated o Manifestations of aassent that are in themselves sufficient to conclude a contract will not be prevented from so operating by the fact that thr parties also manifest an intention to prepare and adopt a written memorial therof but thr circumstances may show that the agreements are preliminary negotitioans  A. parties that plan to make a final written instrument as the expression ……look up  B.

9/21/2020 

 

Hamer v sidway o Refrain from drinking, playing cards, etc he will get 5g o Forbearance of a right o Sufficient consideration so contract is thera dn can be enforced Pennsy inc v amer recycling corp Rest 2 contrcats §71 o 1. To consitutue consideration a performance or a return promise must be bargained for. o 2. A performance or return promise is bargained for if it is sought by the promiseor in exchange for his promise and is given by the promisee in exchange for that promise. o 3. The performance may consit of  A. an act other thana promise  B. a forbearance  C. the creation, modification, or desrtcurion of a legal relation o 4. The performance or return promise may be given to the promisor ….  Comment b

Baragained for” in the typical bargain … a mere pretense of baragain does not suffice as where there is a false recital ….  \ Dougherty v salt ny court of appeals 



9/23/2020 









Plowman v Indian refining co o No esstopel o Rest 81 consideration as a motive or including cause  1. The fact that what is being brgained for does not of itself induce the making of a promise does not prevent it from being consideration for the promise  Comment b  Immaterailaty of motive or cause. This section……..unless both parties know that the purpoted consideration is mear pretense it is immaterial that the promisors desire for the consideration is incedential to ther objectives and even tha the other party knows thid to be so….. Rest 2 79 adequecy of consideration; mutuality of obligation o If the requirement of consideration is met there is no additional requirement of  B. equaivalence in value exchanged  C. “mutuality of obligation Dohrmann v swaney o Whwther or not it was sufficient or grossly inadequet  Ga: yuup cause the middle name there was nothing other than the name change and since it was only a addition not a way for her name to not carry on. Not enforacable cause they could change their names back in the future.  Fraud? Marshall durbin food corp v baker o Co wpromise was ok not illusory but baker was illusory o Contract- yes cause not a promise but his acts of continuing to work for the company Contract formation under art 2 of ucc o 1-103 constructuion od uniform commercial code to promote its purpose of policies: applicably of supplemental principles of law o A. the ucc must be liberally construed and applied to promote underlying purpose and policy which are to  1. Simplify, clarify, and modernize the law governing commercial transaction  2. To permit the continued expansion of commercial practices through custom usage and agreement of the parties  3. To make uniform yhe law among the various jurisdictions o B. unless displaced by the particular provisions of the ucc the principles of law and equity including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coresion, mistake, bankruptcy, and other validating cause supplement its provisions

9/28/2020





 

Mutual assent under ucc o Whether the transaction is governed by article 2 of the ucc  Does not apply to  Leases  Real estate saes  Services  Sec 2-104 definitions: merchant  1. Merchant means a person who deal in the goods of the kind otherwise by his occupation holds himself out as having knowledge or skill peculiar to practies or goods involved in the transaction or tho whom…… Jan caase o 2-201 formal requirements statute of fruads  1.  3.  A,b  C. with respect to goods for which payment has been made and accepted ot which have been received and accepted E.c. styberg eng co v eaton corp o ? 2-206 o Offer and accpegtance in ormation of contract  1. Unless otherwise  A.  Commeny 1

9/30/2020 



Aulified acceptanvce: battle of the forms o Legal forms  Commonly used in the sale of goods  Which terms on the forms govern Princess cruises v gen electric o Ge wins o Common law mirror image rule  Last shot rule  Gives a varying acceptance the effect of only a counter offer, preventing .. o Rest 2 59  Purported acceptance which adds qualifications  A repy to an offer which purposrts to accept it but is conditional on the offerors assent to terms….. o Comment a  A qualified or conditional acceptance proposes an exchange different from that proposed by the original

offeror. Such a proposal is a counter offer and ordinarily terminates the power of acceptance of the original offeree…. o

o

Rest 2 61  An acceptance which requests a change or addition to the terms of the offer is not thereby invalidated unless the acceptance is made to depend (meaning conditioned) on an assent to the changed or added terms 2-2071 additonal terms in acceptance or confirmation  1. A definite and seasonable expression of acceptance or written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms

10/5/2020 



Brown machine inc Hercules o Verbally accepted that offer? o UCC 2-207-1  The acceptance is okay as knowledgement even with diff terms or additional terms unless acceptance is expressly ….. o Not expressly conditional (brown) o Ucc 2-207 additional terms in acceptance or confirmation  1. A definante nd seasonable expression of acceptance of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms (exception underlined)?  2. The additional terms are to br construed as proposals for addition to the contract. Between merchants such terms vecome part of the contract UNLESS  A. the offer expressly limits acceptance to the terms of the offer  B. they materially alter it  C. notification of a objection to them has already been given or is given within a reasonable time after notice of them is received  3. Conduct by both parties which reconizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the particular contract consit of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this act. Paul gottlieb and co inc v apls corp o Lang on back of gottlieb is seller. o It is important to note that this limitation was on the seller gottliebs acknowledgement/ acceptance and it attempts to limit gottliebs to apls, the buyer who is the offereor

o

Court finds no surprise move to hardship which finds no hardship because it hasn’t imposed economic hardship on non consenting party

10/12/2020 





Long v provide commerce o PG 217 – FAILURE TO READ A CONTRACT DOES NOT RELEAVE A READER OF THE CONTRACT? Liability in the absence or bargained for exchange o Prmisory esstopel o Unaccepted offers o Restitution Promissory estoppel o Rest 2 §90 promise reasonably inducing action or forbearance  1. A promise which the promisor should reasonably expect to induce aaction or forbearance on the part of the promisee or a third person and which does induce such action of forbearance is binding if injustice can be advoided onlyt by enfprcment of the promise. The remedy granted for breaxch may be limited as justice requires o Kirsky v kirskey

AFTER ,MIDTERM 10/19/2020  





Harvey v dow o Lower court- no contract or promissory essyoppel Promissory estoppel in the family context o Promissory esstoppel-family context o Necessity of an xpress promise (v implied from actions) o When is reliance reasonable o Detrimental reliance King v trustees o Rest 2 section 90 promise reasonably inducing action or forbearance  1. A promise which promissor should reasonably expect to induce action or forbearance on the part of the promisee or a third prson and which does induce such action or forbearance is binding if injustice can be advoided only by enforcement of the promise. The remedy granted for breach may be limited as justice requires  2. A charitable subscription or a marriage settlement is binding under subsection 1 without proof that the promise induced action or forbearance o Holding:  The letter could have been read to support reliance and proper submitting to jury boston winner Random note cases o American law institute proposed solution

10/21/2020 

  



Promissory estoppel o Early days  Confined to the non commercial arena  Plowman v Indian o Current time  Promissory estoppel applied absent considerTation Katz v danny dare o Restatement 90 Aceves v us bank Promissory fraud elements o 1. A false statement of a material fact o 2. Knowledge on the part of the defendant to deceive the alleged victim o 3. Intent on the part of the defendant to deceive the alleged victim o 4. Justifiable reliance by the allaged victim on the statmemt o 5. Injury to the alleged victim as a result Liability in the absence of acceptance: option contracts, o In this section consider three possibilities  1. The offeree may have the benefit of an option contract  2. The offeree may have relied on the offers continuing to remain available for acceptance  3. Statutory provisions may in some cases change what would otherwise be the common laws position on free revocability

10/26/2020     



Berryman v Kmoch Option contract o Must be supported by consideration Nominal or minimal consideration is generally allowed if paid Services are allowed as consideration o Rest 2 §71 Should use of a formality (no consideration be effective to create an option contract o Rest 2 §87 (1a) (enforcement on false recital of consideration)  An offer is binding as an option contract if it  1. o A. is in writing and signed by the offeror recites a purported ….  2. An offer which the offeror should reasonably expect to induce action or forbearance of a substantial character on the part of the offeree before acceptance …. Mailbox rule applied to option contract o Rest § 63 (b)  B. an acceptance under an option contract is not operative until received by the off34o4

Comment f, illitration 12  A for consideration gives B an option to buy property written notice to be given on or before a specified date. Notice …… Offerees reliance on an unacceted offer as limitation on revocability o Where for ex the offeree delays in accepting …..  James baird o Me 



10/28/2020  

Liability for benefits received: the principle of restitution- restitution in absence of a promise o Where …..look on slides Credit bereau o Quasi contract

11/9/2020 





Promissory resitutiton o Rest 2 § 86  1. A promise made in recognize of benefit previously received by the promisor from the promisee is binding to the extent necessary …  2….. Ucc 2-201 o Formal requirements statute of fruads  1. Except as otherwise provided in this section...