Contracts Lecture Notes 11:14 PDF

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Contracts Lecture Notes 11/14 McGurn v. Bell Microproducts, Inc.  Would have to make clear this is not a case where he changed the terms knowing they wouldn’t look at it  Should have known std. if they didn’t actually know Nursing Care Services, Inc. v. Dobos  Restitution case  Assume when it is life or death, they would have accepted had they been conscious  Price turned out to be much higher than they expect  No particular reason to think you’d object if you were able to  Could have been an actual contract but there wasn’t (still easy because they provided the services, she benefited from them, she voluntarily accepted, and she should have expected to pay for them) = restitution factors  Voluntary acceptance and benefited = must expect to pay them      I.

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If they come to your house and paint w/o your permission, don’t have to pay Very different case if you have knowledge of someone starting/doing something and you don’t object IN RESTITUTION YOU DON’T NEED CONSIDERATION Court wouldn’t want to sanction people jumping into without contract/ knowledge Bad faith to jump in and do something when you know the client is looking for a bid/contract and you come into complete the task without them knowing When negotiations aren’t actually completed, but mostly completed  May claim it was partially completed trying to attempt a reliance claim  If nothing left but to type contract up, probably doesn’t matter Agreements to agree (very hard to enforce) o Court reluctant to require parties to negotiate until deal o Hard to know what would constitute good faith bargaining in the contract Letters of intent o What would constitute a breach? Courts are willing to fill in gaps when they have a basis for doing so o Industry std., what they discussed previously, etc. Default term: assumed the parties are operating under unless contract around it Key issue = is there a means for the court to fill in the term??? o Use what the parties would have reasonably agreed to

Academy Chicago Publishers v. Cheever  Famous author (wife was big fish with good attorneys)  Academy Publishers was a small publishing firm (they weren’t taking advantage of her)  They would find the stories, provide them to her, and then she would sign off for authorization to use them  Not offer and acceptance issue, there was an actual contract

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She argues it isn’t a valid contract because it wasn’t a completed contract so enforceable o Problem arose for definition of the criteria which would render the manuscript satisfactory to publication will occur o Could solve this by saying it is understood by good faith (difficult to define, but not impossible) Couldn’t establish that there was a breach because terms were so indefinite o Need to know the scope of the project o Became a well-known project that it wasn’t before and this changes circumstances o Look at how many stories required to publish (industry std. or what the parties would have reasonably agreed to) Since specific terms weren’t worked out, hard to fill the gaps (still a problem if she had power to choose the stories because she may pick the worst ones and still meet the other requirements) = no way to determine if breach Changed circumstance case: scope (# of stories) increased cuz they weren’t expecting 60 stories originally Contract is too indefinite to enforce because can’t tell if there is a breach of contract Specific performance won’t do anything here because the contract is too vague to enforce, they seek a declaratory judgment for this reason Declaratory judgment of the closest fed. court gets to an affirmative opinion Damages would be hard here (reliance or restitution may have worked here)

Arbitron, Inc. v. Tralyn Broadcasting Inc.  Arbitron should always win in this case  No question that JMD is bound (escalation clause, we can raise the price if you have additional stations)  indefinite, but easy to say you have to comply with it  Good faith, they increased it proportionally (increase by 5 because 5 new stations)  Consistent with the reasonable expectations of what they should have or do expect  Not too vague to enforce (could argue: why did you agree then?)  Tralyn should try to argue price should be different than that it is too vague (decrease the price for some reason, not completely get out of the contract)...