K Case Chart（George） - Summary Contracts PDF

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Case

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Enforceable promise CONSIDERATION Bargained for exchange/forbearance Past consideration Gift v. consideration Gratuitous Gift

Hawkins v. McGee

Hairy hand case – reasonable person understood as promise, solicitation of surgery

Hamer v. Sidway

Court found consideration when nephew abstained from legal rights and uncle promised $5000 for same

Mills v. Wyman Langer v. Superior Steel In re Greene

Modification – Pre-existing duty

Levine v. Blumenthal

Modification – pre-existing duty

Alaska Packers

Conditional gift Charity w/ consideration

Kirksey v. Kirksey Alleghany College

Illusory promise Implied Terms v. illusory prom

Strong v. Sheffield Wood v. Lucy, Lady Duff Gordon Rehm-Zeiher

Father’s promise to repay Good Samaritan not enforceable b/c past consideration/moral obligations Consideration for pension when they required him not to work for another company No consideration for promise to pay past paramour for years in exchange for $1 – past/nominal consideration Modification unenforceable when tenants paid less rent while b/c mere hope of no bankruptcy not enough, though any consideration would be enough, might have been diff under Rest 89 b/c depression Modification unenforceable when fisherman tried to get money in remote place & short season, when no other workers & they already had duty to work No consideration when brother-in-law offers land if sister in law moves, moving was req’t of gift Donation enforceable when woman req’d scholarship in her name and money to Christian edu (bargained for reputational benefit) and this induced action by school (scholarship fund) No consideration when Uncle Strong says he’ll collect money “when he wants” (too much discretion) K enforceable though brand manager made no explicit promise b/c implication of best efforts by biz agmt

Output K v. illusory promise Satisfaction Agmt v. illusory promise MUTUAL ASSENT Objective mutual assent Objective mutual assent Negotiations v. mutual assent Negotiations v. mutual assent Agree to agree & open terms Price quotes generally not offer Price quote as an offer Ad generally not offer Ad as offer Reward generally an offer Ad v. reward offer Offer & des minemas Acceptance of unilateral k

Mattei v. Hopper

Embry v. Hargadine, McKittrick Lucy v. Zehmer Empro Manufacturing v. BallCo International Casings v. PSF Joseph Martin Deli Interstate v. Barclay Nordyne Craft v. Elder & Johnston Lefkowitz v. Great Minn Surplus Consolidated Freightways Leonard v. Pepsi Co Harris v. Time

Acceptance & knowledge of offer

Carlill v. Carbolic Smoke Ball Co Glover v. Jewish War Vets

When offer terminates Withdrawal of offer & option K

Ever-Tite Roofing Dickenson v. Dodds

K unenforceable b/c too much discretion for R-Z’s purchase “buy what you like”, not a req’s K (buy as much as can be sold) & no mutuality of obligation, no good faith on R-Z’s part Developer gives money IF lease satisfactory is not illusory b/c satisfaction is based on objective standard, parties intentionally assumed risk Enforceable when Embry says I’ll leave if no K and McKittrick is busy & says you’re fine b/c we care about outward manifestation of assent (AND they acted like they had K for months) Drunk farmers promise enforceable b/c Lucy didn’t think it was a joke & it looked like a K was made Letter of intent was not mutual assent b/c parties acted like they were still negotiating key terms Mutual assent via email exchange when details hammered out b/c words and acts indicated intent to agree Clause in lease that ‘rentals to be agreed upon’ has no mutual assent b/c k too uncertain to be enforceable Fiberglass price quote not offer b/c suggested invitation to make offer and was sent to many parties Price quote for computer boards was offer when prior inquiry and specially designed for Nordyne Sewing machine ad not offer b/c non-specific and anyone who sees can accept & knows limited quantity Valid offer for fur stole b/c specific and limited (first come first serve, one fur stole) Valid offer when Williams spies on employees & reports even though he was sup. b/c they wanted action Commercial was facetious ad, so no reasonable person would think offer (ct. maybe dismisses too soon) Joshua’s dad brings class action when no calculator watch rec’d after opening mailer – valid offer + acceptance but the law doesn’t deal in trifles Carbolic promises $100 to anyone who gets sick, functions as reward offer, acceptance was getting sick and notifying (offer not destroyed by multiple means of acceptance) Glover provides police w/ info w/out knowing of reward – you need knowledge to accept offer (partial performance and then finding out about offer and completing ok) K for roof accepted when truck loaded so Greens couldn’t revoke when Ever-tite arrived at home Dodds delivered offer w/ ‘option’ (not enforceable b/c no consideration) to end of week but Dickerson finds out property sold to someone else from stranger and tries to accept but offer effectively revoked

Mailbox rule DEFENSES SOF - One year provision

Morrison v. Thoelke

Seller signs K to sell house, mails to atty, tries to revoke by phone, but offer accepted when mailed

Klewin

K’er and developer only have blank ceremonious agmt, K’er dissatisfied & hires someone else, SOF defense does not work & K enforceable b/c K must explicitly state duration of more than 1 year Settlement agreement over email re return of coerced sale of land falls under SOF property interest, but the email qualifies as writings under SOF even though multiple writings Employer sold car to minor employee & it broke – minor gets 100% $$ back even though car worth less Dodson bought car damages afterwards by his non-repair and accident in font of house and court awarded him only value of truck at time of rescission, accounting for depreciation damage Apt rented to minor guys who didn’t actually need apt b/c could have lived w/ parents so not necessity K voidable even though $ couldn’t be returned when Hauer invested $ she needed for living in biz w/ defaulted loans and bank knew she needed mutual funds and maybe of incapacity & acted in bad faith. K voidable when Farnum sold prop in lucid moment to trusted handyman (bad faith) but was losing it K void when ex-husband threatened life unless she transferred prop and reasonable time when she left area Higher pay for fisherman unenforceable when they acted in bad faith knowing Alaska had no other option K voidable during war when Austin stopped delivery (credible threat) to get 2d K w/ all parts (not in good faith) and there was no reasonable alternative on Loral’s approved list & timing tight for Navy radar sets K not voidable in K w/ Navy where sub-k’er was to help with data conversion but ended up taking over K for Centech and Centech said they threatened to stop performance. K w/ navy could have been renegotiated, there were viable alternatives (not war time). D knew house infested with termites, 2 yrs later P found out but court said no duty to disclose. Material but no false assertion & failure to reveal not concealment Ps only saw house when light & at night found roaches, had been willing to take house after fire but not roaches. Duty to disclose where justice, equity, or fair dealing demands. Good faith v. cost of detection. K for house w/ ghosts could be voidable b/c of latency of issue, failure to disclose is not in good faith if such a unique issue that buyer could not easily learn about it Ct of Appeals found unconscionable b/c in home furniture purchases w/ cross-collateralization clause in form K b/c she lacked meaningful choice and terms were one-sided/unreasonable. Termination provision w/out cause not unconscionable b/c he was biz savvy, had chance to examine w/ atty(no oppression/meaningful choice) and provision was mutual (not one sided)

SOF - Sale of land & signature req’t Infancy – majority view damages Infancy – minority view status quo/depreciation Infancy - necessity Incapacity – cognitive test

Webster Street Hauer v. Union State Bank

Incapacity – cognitive test Physical Duress Economic duress & K mod. Economic duress – allowed

Farnum v. Silvano Duncan v. Hensley Alaska Packers Austin v. Loral

Economic duress – not allowed

Centech Group

Misrepresentation – no duty to disclose Misrepresentation – duty to disclose Misrepresentation – duty to disclose Unconscionability

Swinton

Williams v. Walker-Thomas

Unconscionability

Zapatha v. Dairy Mart

STANDARD FORM Ks Liability limiting clause Exculpatory clause - private int. Exculpatory clause – pub. policy BATTLE OF THE FORMS Between merchants

Waddle v. Elrod Halbman v. Lemke Dodson v. Shrader

Weintraub v. Krobatsch Stombocksy v. Ackley

Healy O’Callaghan Tunkl

Liability limiting clause not enforced when bag lost and ticket had fine print & no notice Exculpatory clause allowed b/c tenant/landlord relationship private (no public policy) Exculpatory clause by hospital not allowed b/c against public policy b/c essential nature

Pevar

Dispute re whether K for plywood had warranty disclaimer, turns on whether price quote call was oral K or offer Arbitration clause not enforced b/c Gateway’s additional terms were not expressly assented to by silence and buyer not a merchant Vandy sent PO for iPads and apple responded w/ form w/ dickered terms + additions

Not between merchants

Klocek v. Gateway

Between merchants PAROL EVIDENCE RULE Objective test

Rotten Apples Hypo Gianni v. R. Russell

Subjective test Masterson v. Sine 4 corners approach Davis v. GN Mortgage CONTRACT INTERPRETATION Textualist approach WWW Associates

Evidence re exclusive soda deal not admitted b/c K reasonably complete, looks like what you would expect of K of this kind Bankruptcy trustee, evidence allowed re option clause just for family, these parties wouldn’t have included 4 corners test – 2 stacks of papers. No evidence allowed re prepayment penalty clause Textual approach for reciprocal cancellation clause in sale of prop (either meant either)

Contextualist approach

Pacific Gas & Elec

Contextualist approach Analyzing evidence & if equipoise - contra proferentum

In Re Soper Frigaliment

CONDITIONS Conditions – express, ordinary Conditions – condition v. duty

Irving v. Town of Clinton Main Electric v. Printz

Kingston v. Preston Conditions – sequential CCE Conditions – Goodison v. Nunn simultaneous CCE MATERIAL BREACH/SUBSTANTIAL PERFORMANCE Material Breach – Maxton Builders failure of condition Sahadi Substantial performance & Condition Immaterial breach Jacob and Youngs Material Breach EXCUSING CONDITIONS Waiver of condition

Clark v West

Divisibility

Gill v. Johnstown Lumber

Divisibility

Lowy v. United Pacific

Restitution Restitution

Stark v. Parker Britton v. Turner

OW Grun Roofing

EXCUSING NON-PERFORMANCE OF DUTIES Mutual Mistake West Coast Airlines No mistake City of Everett Mistake & Assumption of Risk

Wood v. Boyton

Mistake & Assumption of Risk Impracticability/impossibility

Beachcomber Coins Taylor v. Caldwell

Frustration of Purpose No frustration of purpose

Krell v. Henry NIPSCO v. Carbon Co Coal

NON-COMPENSATORY DAMAGES No punitive damages White v. Benkowski

Contextualist approach to indemnity clause – protect from third party loss only, Traynor says “words inherently unstable” Contextualist approach to “wife” – wife means Gertrude even though not legal wife What is chicken? Friendly says evidence same so plaintiff didn’t meet BOP to prove broader term, contra proferentum, (later Friendly had regrets later – no meeting of minds) K for snow removal dependent on voter approval, court said no breach when voter approval didn’t occur (non-occurrence of express, ordinary conditions discharges duty) Court says K’er must pay sub-k even when owner doesn’t pay – paid WHEN paid clause not pay IF paid clause. There was duty (promise) to pay. Risk shifting must be explicit. Small scale leverage buyout & failure to provide security so no sale – court says 2 duties are implied, mutual, sequential constructive conditions (one must occur before other) P didn’t offer to convey prop & tried to sue D for breach of not paying $21 for failure to purchase. Court implies simultaneous CCE and says D had no duty b/c P’s offer not made Cancellation of purchase for taxes but 3-day written notice req’t not met (failure of express condition) Interest not paid by 15th so loan called & court says breach could be material (stretch of substantial performance doctrine for possible condition, most courts would just say duty) Reading pipe was an immaterial breach (function over form, don’t want economic waste), K’er must be paid balance minus difference between value of reading pipe and pipe used Wrong color of roof material b/c preferences and market value – restitution claim denied Clark wrote drunk, West knew and said full fee anyway, Clark relied & had no chance to correct when they tried to reinstate condition (Court says waived). Delivery of logs interrupted by flood, Gill pays for logs delivered b/c price is per unit and benefit not tied to specific # of logs K for excavation and grading (lump sum) and street improvement (per unit) divisible Employee left just before 1 yr, court said no restitution b/c year condition of payment Employee left just before 1 yr, court says payment for partial performance b/c each day of work has value, not just entire year Scrap metal buyers accidentally pick up engines w/ cans and court says mutual mistake Safe purchased at auction has $30,000 inside. No mistake b/c estate knew they didn’t know what was inside Woman sold “topaz” for $1 & turned out to be expensive diamond. NO mistake b/c she knew she had limited knowledge and sold anyway Mutual mistake when both parties thought coin legitimate and both experts, so no assumption of risk Surrey Gardens burns, no payment for rental owed, b/c implied condition/basic assumption that hall continue to exist Coronation parade case – renter could have rented room for day, but entire purpose of K was parade view Long term K for coal, city says no passing cost to customers, court say no frustration, just calculated risk that went bad Shutting water off periodically caused small compensatory damages but no punitive for harassment

No punitive damages

Freeman & Mills v. Belcher Oil co wouldn’t pay accounting firm & said no K at all. Cali. Sup. Ct. overturns Seamans, which allowed for recovery in bad faith denial of K b/c don’t want to deter contracting and scholars hated it. Oil MONETARY v. EQUITABLE DAMAGES (SUBSTITUTIONAL RELIEF VS. SPECIFIC PERFORMANCE) Substitutional Performance Van Wagner Ad Corp No specific performance for great billboard location b/c compensatory relief sufficient – Van Wagner knew what this spot was worth and prop wasn’t that unique Specific Performance Laclede Gas v. Amoco Oil Requirements K for propane and specific performance ordered b/c Laclede couldn’t find long-term K elsewhere (no market); UCC 2-716 and “proper circumstances” governs b/c propane tangible good Specific Performance – Posnerian Walgreen Co. v. Sara Creek Posner granted injunction b/c Sara Creek allowing Phar-Mor as tenant created intangible damages for Economic Analysis Walgreen (loss of goodwill, loss of profits from ppl buying on way to pharmacy) & any award inaccurate Equitable Relief Martin Marietta v. Vulcan MM sued Vulcan for declaratory judgement to say they didn’t breach & Vulcan countered w/ request for damages b/c you can’t enforce a non-disclosure agreement when info already disclosed EXPECTATION DAMAGES Expectation costs JO Hooker v. Roberts Cabinet Storage damages not allowable b/c would have been incurred anyway, but salary for supervisor of project was allowable; awarding lost profits + unavoidable expenses was appropriate UCC Buyer’s Remedy (UCC) Egerer v. CSR West Pit run case. Egerer got excavation material from CSR, they breached, Egerer waited too long to cover, but court used closest market price possible and awarded direct damages: market price – K price. Cost of Performance Groves v. John Wunder Co. Lot w/ gravel not excavated properly. Cost of performance to fix 60K and value of land 12K. Court awarded cost of performance (maybe backwards b/c Groves just wanted to sell) Diminution in Value Peevyhouse v. Garland Coal Mining co didn’t repair land. Repair = 29K and diminution in value to farm = $300. Court awards diminution b/c cost of performance was so grossly disproportionate (may backwards b/c essential to K? LIMITS ON DAMAGES Duty to mitigate damages Luten Bridge Bridge to nowhere built even though Luten Bridge rec’d notice and court said only work up to when reasonable person would have stopped could be awarded (irrational behavior not rewarded). Employment Mitigation Rule Parker v. 20 th Century Fox Bloomer Girl & Country Western w/ less say in film were not substantially similar even though same pay – dissent said no expert testimony Rule of Hadley – foreseeability Hadley v. Baxendale Millers couldn’t recover lost profits when mill shaft delivered late b/c ye old fed ex had no idea breach would cause loss of profits Foreseeability & ED Allen v Jones Cremains lost and court awards damages b/c foreseeable in this industry ED would result from breach ALTERNATIVE BASIS FOR LIABILITY Promissory Estoppel Rickets v. Scothorn Promissory Estoppel

Feinberg v. Pfeiffer

Quasi-Contract

Cotnam v. Wisdom

Quasi-K – yes recovery

Webb v. McGowin

Quasi- K – no recovery

Harrington v. Taylor

Katie relied on grandpa’s promise, suffered lost wages, could have recovered in modern day for 1 year of lost profits (but not for time after she started working again) even though no consideration Anna was awarded pension, retired, and was sick and old at time they stopped paying. She couldn’t go back to work (sick and old) and relied on promise when retiring, so she got amount of pension. Unconscious man an aided by physicians in emergency (later dies) and they are paid for services – he would have consented at time if he could and physicians usually paid Man crippled while saving boss from falling block he was dropping and boss promised monthly payment – subsequent promise strong evidence of bene conferred & he gets payment. (Promise for Benefit Rec’d (Rest 86)) Wife abuser saved from ax decapitation and promises payment. Court won’t enforce even though no legal way to distinguish from Webber – quasi-k highly discretionary...