Black Letter Outline on Contracts
Author:
Perillo, Joseph M.
Edition:
5th
Copyright Date:
2010
22 chapters
have results for black letter outline contracts
Title Page 2 results
I. Mutual Assent—Offer and Acceptance 178 results (showing 5 best matches)
- In the early 20th Century, a private, not-for-profit organization known as the American Law Institute was founded. One of its goals was to help the courts to reach sound and uniform decisions when applying the common law. To this end it commissioned “Restatements” of law. The Restatements are code-like documents that lay out “the law” in black letter form. The black-letter rules are fleshed out with comments and illustrations. The first Restatement of Contracts was published in 1932. The Restatement does not have the force of law. Nonetheless, courts found it quite persuasive and its provisions have been the basis of many court decisions.
- an offer looking to a bilateral contract. receives the letter, but without opening it and without suspecting that it is an offer, decides to confuse by sending a letter which states, “I accept.” does not know of the existence of the offer, but under the objective theory of contracts, had accepted. Here the rule that the offeree must know of the offer conflicts with the objective theory of contracts and the objective theory prevails. This problem cannot arise in the case of an offer looking to a unilateral contract.
- which states, “This offer is for one week.” The letter was dated and sent on Jan. 2. It was received on Jan. 3. sent a letter of acceptance on Jan. 9. This letter was received on Jan. 12. There is a contract.
- does not reply to the late acceptance. Under the classical view there is no contract; it doesn’t matter whether is happy with the purported acceptance or not. Under the second view, the existence of a contract depends on is pleased by the letter of acceptance, there is a contract; otherwise, there is no contract. Under the third view, which is held by the Restatement (Second) and which accords with modern notions of contract, there is a contract unless
- , who promptly sends what amounts to a counter-offer the next day. This letter is lost. The following day, at 2:00 P.M. sends a letter of acceptance which was also lost. On the same day, at 1:00 P.M., at 5:00 P.M. Under the majority view there is a contract.
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Perspective 7 results (showing 5 best matches)
- The course in Contracts tackles a large number of issues that at first appear to be unrelated. While some legal subjects, such as Torts, can be compared to a bowl of fruit, each topic being discrete from each other, the course in Contracts is like an onion, a many-layered subject. A large number of layers may lurk in a short fact pattern. The function of this outline is not only to state the general principles of Contract Law but to structure those principles in an orderly fashion.
- Although preparation is important, what happens in class is much more important. Review the material prior to going to class. Get sufficient rest so that you are eager and alert. Then take the best set of class notes that is possible. How well you do this will depend on your professor’s method of instruction. The most important thing you can do is to organize your notes as soon after class as possible. This Outline should help you do that. If you are still troubled after reading this Outline you may wish to turn to a text such as the Calamari & Perillo Hornbook also published by the West Group. Don’t go to bed until you have mastered the lecture. It is most important to put the material in outline form. Preparing this outline will help you master the material. Continuously review your outline! Do not wait until exam time to learn it. Notice all of the features of this book that are listed in the “Publisher’s Preface” and use all of them.
- When you have listed all of the issues, try to put them in logical order. For example, the question of whether a contract was formed should precede any discussion of breach of the contract.
- APPROACH TO CONTRACTS
- Contracts is a very difficult course. At the same time, it is very important. It the foundation for many other courses in the curriculum (for example, the Uniform Commercial Code Courses, Real Estate Financing, Mergers and Acquisitions). It also trains students “to think like lawyers.”
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Appendix B. Practice Examinations 81 results (showing 5 best matches)
- immediately mailed a letter of acceptance. The letter was delayed and arrived 5 days later. died a day before the letter was delivered. ’s death immediately after dispatching the letter of acceptance changed position in reliance on the existence of the contract of purchase and made this known to
- ’s reply of April 2 created a contract between when the letter of reply was mailed.
- valid contract arose upon ’s mailing of a letter of acceptance.
- contracted in a subscribed writing on February 1 to purchase a house and lot from . Title was to be conveyed on June 1. Time was stated in the contract to be of the essence and the contract recited valid and sufficient reasons why time should be of the essence.
- 4. c The offer unambiguously looks to a unilateral contract. Under the modern and prevailing view an offer to a unilateral contract becomes irrevocable when the offeree commences performance. Choice a is incorrect because most jurisdictions hold that a performance measured by a lifetime is not within the one-year Statute of Frauds because the person could die within a year from the making of the contract. Moreover, because the proposed contract is unilateral, the contract itself is made only on full performance of the requested act. It would be made at the instant of the promisor’s death. Choice b is incorrect because the condition would be excused and an action could proceed on the contract.
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Appendix C. Comprehensive Essay Examination Questions 90 results (showing 5 best matches)
- 5. The contract between Sport and Tee suffers from the same Statute of Frauds difficulty as does the original writing between and Tee. Since Sport’s letter refers to the original contract, the original memorandum can be treated as part of the memorandum between Sport and Tee. Arguably, however, the duration term is not sufficiently reduced to writing.
- The letter sent by Blair to Garbage is not effective under common law because it is not supported by consideration. In some jurisdictions, a written signed release is effective, and in such jurisdictions the letter can operate as a release. In any event, the release of Garbage would have no effect on the liability, if any, of Trash. Garbage and Trash’s liability to Blair stems from separate contracts. They are severally liable.
- The letters to Sigrist and other race car drivers constituted offers to unilateral contracts. The amassing of the most points constitutes both the act of acceptance and the consideration for Century 21’s promise. Under the modern approach such an offer cannot be revoked after there has been a commencement of performance of the requested act.
- Assume the facts stated above, except that Buyer did not send the fax and no litigation occurred. Instead, Seller wrote stating, “We have 125 model K22’s ready to go. Give us shipping instructions. Upon receipt of this letter, Buyer replied, We have assigned the contract to the XYZ Medical Associates. They run a string of nursing homes around the country. We have forwarded your request for shipping instructions to them.”
- Garbage, Inc., operated a waste transfer station. It had an oral agreement with Blair, its attorney, to pay Blair $2,500 a month for 5 years for services Blair had rendered. Garbage sold this station to Trash, Inc. for $500,000 pursuant to a written contract subscribed by both parties. In addition, Trash orally agreed to assume Garbage’s liability to Blair until the waste station ceased to operate or for five years, whichever occurred first. One year later, Blair sent Garbage a letter releasing Garbage from further liability for fees. Because of financial pressures, Trash stopped paying Blair. Raise and resolve the contracts issues in this fact pattern.
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IV. Proper Form (Writing), Interpretation and an Overview of Electronic Contracting 106 results (showing 5 best matches)
- George had been the personal manager of Connie Francis, the popular singer. Their contract had expired. Negotiations proceeded toward a new contract. Finally, an acceptable agreement for a three year term seems to have been reached. Ms. Francis’s lawyer sent the following letter to George.
- There are many rules of interpretation that have not been mentioned. In an outline of this size it is sufficient to mention only a few of these rules. These include:
- The section relates to “a contract to sell or sale of goods.” This covers both a present sale of goods and a contract to sell goods at a future time. “Goods” are movable tangible things. The UCC provision does not, for example, apply to service contracts, real property contracts, or assignments of choses in action including securities. (See below.)
- contracts to work for for one year, and the work is to begin the very next day, the contract is not within the Statute, on the theory that the law disregards fractions of a day. If the work is to begin more than one day after making the agreement, the contract is within the one-year section. However, if when the employment begins, the parties restate their bargain and the restatement can be regarded as the making or remaking of the contract, the year begins to run from that time.
- (2) A contract is enforceable “if the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted.”
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Appendix A. Answers to Review Questions 90 results (showing 5 best matches)
- Assuming that there was an intent to contract, the Statute of Frauds must also be satisfied as the contract is for a three year term. The document has not been signed. Can we piece together the signed letter and the document and regard Marv’s signature as the subscription of the contract? Assuming Marv is authorized to act as Ms. Francis’s agent [lawyers are rarely authorized by their clients to contract on their behalf], the signature does not purport to authenticate the contract; it clearly refrains from doing so by asking that George get Ms. Francis’s signature on the four copies. Consequently, the Statute of Frauds would bar enforcement of the contract, if there were one.
- (4) Even if the letter were construed to be an offer, the letter contains terms that are indefinite. “Suitable assurances,” unless fleshed out by usage, appears vague as to what such assurances might be and what personnel are involved. “Mutually satisfactory arrangements” is also quite indefinite. Even if this language is construed as requiring bargaining in good faith by plaintiff, Conroy is not a contracting party and Conroy would be under no such obligation.
- Because the counter-offer is effective when it is received, and was lost, it does not act as a rejection. The letter of acceptance is authorized (reasonable) and is effective when sent (2 P.M.) even though it was lost. Under the majority view, a revocation is effective when it is received. Therefore, there is a contract. Under the minority view that a revocation is effective when sent, the result would be different.
- (5) Even if the letter were construed as an offer and it was sufficiently definite, did plaintiff accept? Its expression of assent indicated that plaintiff was intending to make an offer, not to accept one. Nonetheless, it is a manifestation of willingness to enter into a contract on defendant’s terms. However, plaintiff labels its communication as an offer. One would suspect that a court would hold an apparently sophisticated business to its own conclusion as to the nature of its communications.
- ...there is a parol evidence rule problem. We are told that during negotiations (presumably prior to the writing) the parties had agreed “that if overtime became necessary it should be added on a time-and-a-half basis.” Whether this evidence is admissible depends upon whether the writing was an integration and if so whether it was a total integration. If it is a total integration, it may not be contradicted or supplemented. If it is partial, it may not be contradicted but it may be supplemented by consistent additional terms. Here, it is debatable whether the term offered is consistent or contradictory. In addition, under the various views discussed in this outline, different conclusions as to whether the integration was partial or total could be reached. For example, under Williston’s view, it would appear that it would be natural to have included this term in the writing and so the integration would be total with the result that this term would be excluded. The writing is likely...
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X. Assignment and Delegation 44 results (showing 5 best matches)
- On January 2, 1999, Abel contracted in writing subscribed by both parties to sell to Baker 1,000 bales of cotton on or before May 1, 2009 at the price of $50,000, payable $20,000 cash on delivery. On delivery of the cotton, Baker was to execute a promissory note in the amount of $30,000 payable in one year. The contract also stated that “this contract is non-assignable.” On March 1, 2009, Caleb bought Baker’s business. At the bottom of the contract with Abel, Baker wrote, “I hereby assign this contract to Caleb.” This document was delivered to Caleb. Abel was notified by letter of this transaction. Abel in reply, on March 6th, wrote to Baker and Caleb saying “Since you have wrongfully assigned, I regard the contract as terminated and am selling the cotton elsewhere.”
- The above illustrations duplicate in part those given in the section of this outline on third party beneficiaries. We are now adding a new dimension to our study of these illustrations by considering the delegation of duties that appear in these cases.
- Option contracts are offers but are also contracts. While offers are not assignable, option contracts generally are.
- contracts with could have performed the contract by hiring a crew of plumbers, each of whom could have been changed on a day to day basis. When this can happen, the contract duties are delegable.
- Certain duties are delegable; others are not. The test is whether performance by the original obligor or under the obligor’s personal supervision is required by the contract. Such a requirement may be expressed in the contract. If it is not, such a requirement will be implied in two kinds of cases:
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VI. Defenses 59 results (showing 5 best matches)
- “If you will promise to deliver your black Mercedes within 30 days, I will immediately treat the debt you owe me as satisfied and discharged.” may enforce only the substituted contract.
- your black Mercedes within a reasonable time, I promise to discharge your debt.” If may sue for damages for breach of a unilateral contract of accord or, in a proper case, sue for specific performance.
- (debtor), “I promise to discharge the debt you owe me upon delivery of your black Mercedes if you promise to deliver it within a reasonable time.” promises. This is an executory bilateral contract of accord; may instead sue for damages for breach of contract to deliver the horse.
- A movie star, under a multi-year contract with a studio, is drafted into the army during World War II. The army discharges him while his contract still has several years to run. Clearly, his inability to perform during military service excuses his performance. Whether he must fulfill the balance of the contract depends on the whether the burden of performance will have been substantially increased by the interruption of the contractual relationship.
- can deliver only part of the promised goods. As in the case of excusable delay, the seller must seasonably notify the buyer of the shortfall and communicate the estimated quota allocated to the buyer. The quota must be fixed in a fair and reasonable manner. In fixing quotas the seller may include allocations for regular customers who are not under contract, and also an allocation for its own needs. The buyer has a reasonable time, not exceeding 30 days, to accept the allocation. Otherwise the seller’s duties are discharged. If the contract is an installment contract, the buyer’s rights to cancel are subject to the criteria for canceling installment contracts discussed in connection with exceptions to the perfect tender rule.
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Capsule Summary 271 results (showing 5 best matches)
- The mailbox rule used to state that the acceptance of an offer to a bilateral contract (e.g., by a letter) is effective when it is put out of the possession of the offeree provided it is sent in an
- Even if the offeree is able to regain possession of the letter pursuant to postal regulations, the letter of acceptance is effective.
- An offer to a unilateral contract asks for a performance; an offer looking to a bilateral contract invites a promise. The promise may be expressed in words or communicated by conduct. An offer to a unilateral contract may not be accepted by a promise. Conversely, an offer to a bilateral contract may not, except under an unimportant exception, be accepted by performance. The offeree does not become bound when starting to perform the act requested by an offer looking to a unilateral contract, but the offeror is bound by an option contract.
- Although a wholly executory void contract is a nullity, if there is performance under a void bilateral contract, the case should be treated as if an offer looking to a unilateral contract or a series of unilateral contracts was made. If this cannot be done, a quasi-contractual action for reasonable value may be available.
- Where any of the promises on either side of a bilateral contract (except for alternative promises) cannot be performed within a year from the formation of the contract, the entire contract is within the Statute. This means that none of the promises in the contract may be enforced in the absence of a sufficient memorandum, or performance, or the application of the doctrine of estoppel (see below).
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Appendix D. Glossary 56 results (showing 5 best matches)
II. Consideration and Its Equivalents 88 results (showing 5 best matches)
- Plaintiff was interested in getting the contract from the Air Force to construct a missile installation. The Air Force had solicited bids and had provided detailed specifications. Defendant submitted a bid to Plaintiff for the piping subcontract. The bid was for “all mechanical piping with the following exclusions: 1. Cafeteria & Kitchen equipment; 2. Painting of Elevated Tank; 3. Barricades, signs, flags, lights, power, water, heat—which is to be furnished by you. Total amount of proposal $3,463,000.” Later that day, Defendant agreed to lower its bid by $50,000. Plaintiff agreed to use Defendant’s bid in calculating its bid, and did use the figure in its calculations. After Plaintiff was awarded the general contract by the Air Force, Plaintiff sent Defendant a letter, stating, in part:
- This topic involves contracts where the quantity term is measured by the buyer’s requirements (requirements contract) or seller’s output (output contract). Because the rules relating to output and requirements contracts are basically the same, as a matter of convenience, emphasis will be on requirements contracts.
- If there is performance under a void bilateral contract, courts treat the promises as if they were offers to unilateral contracts. The party who performed is treated as an offeree. Two requirements are essential for the application this doctrine of forging a good unilateral contract from a bad bilateral. 1) All of the requisites of the law of offer and acceptance must be fulfilled. 2) The performance by the party seeking to enforce the contract must have been detrimental. The same approach can be applied to a series of contracts. That is, a series of good unilateral contracts can be forged out of a bad bilateral contract.
- had contracted with had developed. The contract lacked a quantity term. Also, it did not provide for exclusivity on either side; both parties were free to contract with other companies. Nevertheless, the court held the contract to be enforceable as a “non-exclusive requirements contract.” The probable reason for this holding is that otherwise the agreement, lacking a quantity term, would have been too indefinite, and the reasonable expectations of the parties would have been dashed.
- A contract infected with fraud, duress, undue influence, mistake, or lack of capacity is generally voidable. A promise is when its enforcement is subject to the defense of the Statute of Frauds or the statute of limitations. Thus, there are a number of contracts where a party cannot be compelled to perform because the contract is voidable or unenforceable. Would that render the contract as under the mutuality doctrine? No. Because the real issue is mutuality of consideration, and it is well settled that a voidable or unenforceable promise is consideration. Thus, there is no problem in these situations with the contract’s validity.
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V. Conditions, Performance and Breach 89 results (showing 5 best matches)
- (h) the type of contract involved. For example, in a contract for the sale of goods, the “perfect tender” rule applies except in the case of installment delivery contracts. In construction contracts, and most other contracts, the doctrine of substantial performance is applied.
- contracts to deliver steel to repudiates the contract. On May 5, threatened by a lawsuit and advised by counsel of the probability of an adverse judgment, that the steel deliveries will be made as scheduled. The withdrawal of the repudiation effectively reinstates the duties of the contract. The result would be different if had already contracted with another steel supplier: in that case, liable for total breach of contract.
- Unless otherwise agreed, all goods called for by the contract are to be tendered in one lot. An agreement to the contrary can be inferred from circumstances as where it’s known the buyer cannot store the full quantity. Despite the presumption against installment deliveries, if the contract either explicitly or implicitly requires or authorizes delivery in separate lots, it is subject to the rules of installment contracts despite a contractual agreement to convert each delivery into a separate contract. Such a term of the contract is void.
- If the contract makes “time of the essence,” ordinarily any lateness will be considered a material breach. Otherwise, a reasonable delay will not be considered a material breach. In the case of contracts for the sale of goods, however, the UCC makes time of the essence except in the case of installment contracts.
- (3) A contractor agrees to make alterations for $3,075, payable as follows: $150 on signing the contract, $1,000 on delivery of materials to the site, $1,500 on completion of rough carpentry and $425 on completion of the job. The first two payments are duly made. The contractor wrongfully repudiates upon completion of the rough carpentry and sues for $1,500 on a theory of divisibility. The contractor does not recover as the contract is not divisible. It can hardly be said that $150 was the agreed equivalent for signing the contract or that delivery of plaintiff’s materials was worth $1,000 to defendant. Construction contracts are rarely divisible.
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VIII. Avoidance or Reformation for Misconduct or Mistake 76 results (showing 5 best matches)
- a radar manufacturer acting under a Navy contract, threatens not to deliver components promised under a contract except at a greatly increased price and only if it is awarded a second contract to supply similar components to under a second government contract that has been awarded to to damages for breach of its contract with the Navy and would prejudice its ability to get future government contracts. Duress exists. The excess payments can be recovered, and the second contract avoided. Note that the threat to breach unless the second contract were signed is clearly a breach of the duty of good faith and fair dealing.
- a proposed contract, omitting from the reading certain material clauses. can avoid the contract even though had read none of the contract to
- If a party, prior to contracting, has received false or otherwise incorrect information from a third person who is an agent of the other party, that party cannot avoid a contract induced by this information unless the other party learned of the misrepresentation prior to contracting. These rules are variants of the
- a 55 year old man, purchases an annuity contract from for life. At the time of contracting, unknown to purports to avoid the contract. The transaction cannot be avoided. Despite the existence of a mutual mistake as to a vital fact, the court will determine that it is reasonable that assume the risk of mistake. Both parties to an annuity contract should understand that it is an aleatory contract; that is, a contract of hazard.
- Reformation for duress requires that (1) the parties have made a binding contract preliminary to entering into a more formal contract; (2) one party is coerced into agreeing to a more formal contract that is at variance with the original agreement.
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III. Legal Capacity 31 results (showing 5 best matches)
- . As to contracts not yet performed by the former infant, a mere acknowledgment of the contract is not enough—nothing less than a promise will suffice. If the contract is fully performed, an acknowledgment or other words consistent with an intention to stand on the contract is sufficient to constitute ratification.
- An infant carelessly destroys personal property in the infant’ s possession that belongs to another (a bailment); it is possible to frame a cause of action sounding in negligence or in contract. Neither a tort or contract action will be sustained, because the action is ultimately rooted in the contract. The infant, however, would be liable for conversion of a chattel because this type of wrong is deemed to be independent of the contract.
- A separate question is whether the infants are liable in tort for willful misrepresentation of age. Again, there is a split of authority. The division stems from the rule that a tort action will not be allowed against an infant if in essence it involves the enforcement of a contract. The question is whether the tort action is sufficiently independent of the contract.
- As in the case of infants’ contracts, ratification can be effected by conduct or words and, once ratified, the contract may not be avoided. After ratification, the former incompetent may have an action for damages if exploitation of the incompetent amounted to actionable fraud.
- . An infant may disaffirm contracts until a reasonable time after reaching the age of majority. What is a reasonable time is often a question of fact dependent upon such circumstances as whether or not there has been any performance by either party, the nature of the transaction and the extent to which the other party has been prejudiced by any extensive delay in disaffirming. Where it has been performed by the adult or both parties, it would ordinarily be inequitable to permit the infant to retain the benefits of the contract for a long period of time and then disaffirm. Ordinarily, however, if the infant has obtained no benefits under the contract, as will usually be the case where the adult has not performed, there is no reason to bar the infant from disaffirming at any time up until the statute of limitations has run.
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VII. Contract Remedies 117 results (showing 5 best matches)
- Walsh Construction has entered into a contract with Jones to build her a house for $300,000. Jones repudiated the contract after she has paid Walsh Construction $60,000. At this point the house was one-third constructed. Walsh Construction sued for breach and proved that it would have cost it a total of $255,000 to perform the contract, of which it has already spent a total of $90,000 in materials and labor in performing the contract. It was able to salvage $10,000 by sales of some of these materials to other contractors after Jones repudiated the contract.
- Employees who have been discharged in breach of contract may recover the wages or salary that would have been payable during the contract term minus the income that they have earned, will earn, or could with reasonable diligence earn during the contract term. In the case of a long term contract the “present worth” doctrine (see pp.
- Notice that a contract price minus market price formula is not used in this context. the employee is entitled to the contract price. This is reduced only if the employer meets the burden of proof that the discharged employee obtained another job or could reasonably have obtained one during the contract term.
- If a contract vendee totally breaches the contract, the vendor may recover the difference between the contract price and the value of the realty.
- Can expenditures incurred prior to contracting be compensated? In the example immediately above, plaintiff could not recover the cost incurred prior to contracting of the plates from which the cards were printed. Other courts disagree, and allow such costs on the theory that these are opportunity costs that would have been incurred even if the plaintiff had contracted with another distributor.
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IX. Third Party Beneficiaries 37 results (showing 5 best matches)
- a city, entered into a contract with a property owner, is billed for water at a rate in excess of the contract rate. need not pay more than the contract rate. The water was furnished directly to the property owners. The rate limitation was intended to benefit individual members of the public.
- Unless the contract provides otherwise, the rights of a creditor beneficiary vest, at the latest, when the beneficiary brings an action to enforce a contract or otherwise materially changes position in reliance on the contract.
- would be a third party beneficiary under the first of the two tests, frequently the contract will provide that no third party has an enforceable right under the contract. This is the case with most if not all liability insurance policies. If the contract has such a provision,
- If a creditor beneficiary releases the promisee in exchange for the promisor’s assumption of the obligation, the substituted contract between promisor and beneficiary is called a novation. No novation occurs in a normal third party beneficiary contract, because the beneficiary does not impliedly release the debtor when the beneficiary assents to, or even attempts to enforce, the promisor’s assumption. The beneficiary may obtain judgment against the promisee on the original debt and against the promisor on the third party beneficiary contract. Although entitled to judgment against both, the beneficiary is entitled only to one satisfaction.
- Although this chapter has focused on the rights of the beneficiary, it should not be forgotten that the promisor’s contract is with the promisee. In the case of a donee beneficiary contract, the promisee usually suffers no damages by a promisor’s breach, and restitution may not be a satisfactory remedy. In such a case the legal remedy may be inadequate and, if so, an action for specific performance will be entertained.
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Table of Contents 53 results (showing 5 best matches)
Summary of Contents 6 results (showing 5 best matches)
Half Title 1 result
- Publication Date: March 25th, 2010
- ISBN: 9780314926937
- Subject: Contracts
- Series: Black Letter Outlines
- Type: Outlines
- Description: These outlines are designed to help law students recognize and understand the basic principles and issues of law covered in a law school course. They can be used both as a study aid when preparing for classes and as a review of the subject matter when studying for an examination. Each outline is written by experienced law school professors who are recognized national authorities in their subject areas.