Rough outline-Contracts PDF

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Summary

This is a summary of the Contracts course for Prof. Marco Jimenez, widely regarded as the most challenging and complex Contracts teacher at Stetson Law....

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Contracts I. II.

III.

Follow contracts general outline from TWEN when compiling this for finals Cases a. Embry v. Hargadine, McKittrick Dry Goods Co. (1907) i. Embry (appellant) salesman for McKittrick ii. Written contract of employment iii. Terminated March 1, 1904 iv. Prior to termination of contract on December 15, 1903, tried to get understanding with McKittrick for another year, but McKittrick kept putting him of v. Embry confronts McKittrick and asked if he would get contract renewed; McKittrick says “go ahead, you’re all right; get your men out and don’t let that worry you” vi. McKittrick remembers conversation diferently; indicates was being pestered by Embry when former didn’t have time to discuss contract issue vii. Court: “if what McKittrick said would have been taken by a reasonable man to be an employment, and Embry so understood it, it constituted a valid and contract of employment for the ensuing year.” viii. Created Embry test: mix of subjective and objective intent manifested by internal and external signs b. Jacob and Youngs, Inc. v. Kent i. Issue: what is breach of contract? ii. Holding/rule: A party is not breaching when what it does is the same or essentially the same as what is stated in the contract Definition a. Mutual agreement of (offer + acceptance) – acceptable defenses b. Mix of: i. Promise/agreement 1. Promise: Pappas v. Bever, 1974 a. Man signs form saying “intends to” give $ over time. b. Man makes payments. c. Man dies. d. College closes. e. Man’s payments stop.

f. College sues man for payments; man wins; college appeals. g. Judge rules “mere fact person carries out in part what he said he intended to do doesn’t convert statement of intention into promise.” 2. Consideration a. Bargain on both sides b. Benefit to the promisor or detriment to the promisee (Hamer v. Sidway) ii. Enforceability iii. Remedies 1. Damage interests a. Restitution interest: “the object here may be termed the prevention of gain by the defaulting promisor at the expense of the promise; more briefly, the prevention of unjust enrichment” b. Reliance interest: “we may award damages to the plaintif for the purpose of undoing the harm which his reliance on the defendant’s promise has caused him. Our object is to put him in as good a position as he was in before the promise was made” c. Expectation interest: “our object is to put the plaintif in as good a position as he would have occupied had the defendant performed his promise” 2. Property rules vs. liability rules a. Property: held responsible (usually criminal) for value of property b. Liability: held liable for value of property i. Expectation: amount of $ needed to give plaintif ability to be made whole ii. Reliance: amount of $ needed to put injured party in position they would have been in if K had been fulfilled iii. Restitution: Same as reliance, but for promisee (mostly for unjust enrichment) iv. Interpretation 1. Standing/default rules hugely important

IV.

2. When court is interpreting a contract, you must ask: a. Are they interpreting the express terms supplied by the parties themselves? b. Are they implying terms that parties failed to express but probably intended to govern their contract? c. Are they selecting default terms where the parties never intended any terms to govern at all, perhaps because they never imagined that dispute coming before the court? d. If C, should court fill in gap in contract by choosing default terms i. That parties would have selected themselves if they’d foreseen contingency coming before the court ii. That advance public policy goals v. Performance/breach vi. Defenses vii. 3rd parties General notes a. Assumpsit-breach of contract b. Legal relationships i. Right/duty-right to own something vs. duty to leave it alone ii. Privilege/no right-privilege to do something vs. no right to interfere iii. Power/liability-after ofer made by A, B has power to enter into relationship/contract and A has liability to enter into that contract iv. Immunity/disability-A is immune to B unilaterally changing A+B’s legal relationship, and B is disabled from changing it c. Maxims i. Noscitur a sociis: A word may be afected by its immediate context ii. Ejusdem generis: A general term joined with a specific one will be deemed to include only things that are like the specific one. iii. Expressio unius exclusion alterius: If one or more specific items are listed, without any other general/inclusive terms, other similar items are excluded. iv. Ut magis valeat quam pereat: An interpretation that makes a contract valid is preferred over one that makes it invalid.

V.

v. Omnia praesumuntur contra proferentem: If a written contract contains a word/phrase which has two reasonable meanings, the preferred interpretation is the one that is less favorable to the one by whom the contract was drafted. vi. Interpret contract as a whole: Terms in a contract should be interpreted as part of a whole and not as if isolated from it. vii. “Purpose of the parties”: Principal apparent purpose of the parties is given great weight in determining meaning given to manifestations of intent. viii. Specific provision is exception to a general one: If two provisions of a contract are inconsistent with each other and if one is general enough to include the specific situation to which the other is confined, the specific provision will be deemed to provide an exception to the general one. ix. Handwritten/typed provisions control printed provisions x. Public interest preferred: If a public interest is preferred by a contract, interpretation which favors the public interest is preferred. d. Mutual assent tests i. Subjective: courts determined assent by seeing whether there was a “meeting of the minds” between parties, meaning process where parties willed themselves at particular moment in time to form agreement with one another ii. Objective: all that matters is external manifestation of internal states iii. Mixed/Embry: courts must determine not only how reasonable person would have understood external manifestation of another party’s intention, but also how party’s external manifestation of intention was actually understood by party to whom it was directed e. This course mostly Article 2 of UCC-sale of goods f. Law is facts, doctrine, theory i. Doctrine is rules/principles ii. Rules tell you what iii. Principles tell you why g. Contracts almost all about goods, services, or land Rules/principles for contracts a. Restatements i. Guiding principles for US contracts ii. Non-binding

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VII.

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b. UCC i. Governs sales ii. Enacted everywhere in US except Louisiana c. CISG is UCC but for int’l; does apply domestically/is domestic law d. UNIDROIT is common law but for int’l law Damages awarded when courts enforcing contracts (say I’m plaintif) a. Restitution: measures benefit I gave defendant (uncommon; usually only if item/benefit is unique) b. Reliance: measure harm I had relying on defendant’s promise/contract c. Expectation: measures value of unperformed contract/what I was expecting from defendant d. Injunction: prevents party from doing something e. Punitive Solving definition problems in contracts a. Express terms b. Course of performance: history between parties specifically about previous contract similar to this one c. General history between parties d. Usage of trade (how is everyone else doing it?) e. Incorporation of references Defenses for breach of contract: a. Impossibility (music hall burned down) b. Impracticability (music halls repairs prohibitively expensive) c. Frustration of purpose (concert cancelled because of illness in band members)...