Brain's Exam Pro on Contracts, Essay
Author:
Brain, Robert D.
Edition:
1st
Copyright Date:
2014
49 chapters
have results for contracts
Answer 9 28 results (showing 5 best matches)
- This is a contract for sale of an interest in real property so it is within the Statute of Frauds. [Restatement 2d § 127]. Thus, there must be a “memorandum” of the contract signed by the party to be charged, which identifies the parties, identifies the subject matter of the contract, and contains all the essential terms of the contract. [Restatement 2d § 131]. Otherwise the contract is voidable.
- The next question then is whether omission of the recarpeting term and of the condition precedent is fatal to the enforceability of the agreement. We must first ask if these terms were part of the contract. If they were not part of the contract, then it would not matter that they were omitted. To satisfy the Statute of Frauds, a memorandum must contain all the essential terms of the contract. Restatement 2d § 131. (Below is a discussion as to whether such terms are part of the contract under the parol evidence rule; for now just assume that they were part of it.)
- A separate issue is whether the July 15 conversation acted as an oral modification of the contract. In other words, regardless of whether a “waiver” of the condition occurred, did the July 15 conversation eliminate the condition from the deal altogether by means of a modification? While Sandra would like to argue this is the case, thereby making the contract enforceable, she runs into several problems with that theory. First, a modification of a contract is itself a contract; it is the substitution of a new different contract for the original contract. That means there must be mutual assent (offer and acceptance)
- The condition precedent that Bryan’s home be sold before the payment obligation was enforceable was very important, however. Assuming that there was a real chance Bryan might not be able to find a buyer in a month, the condition would make it much less likely that Sandra would get the benefit of the contract. Thus, a court could well say the condition was an essential term, and thus hold that the letters were insufficient to satisfy the Statute of Frauds. On the other hand, conditions precedent like this one can be proved despite the parol evidence rule (as analyzed below), even if the writing otherwise is treated as a complete integration. It would seem strange to allow the condition to be proved under one rule which is designed to prevent perjury (the parol evidence rule) but then to throw out the whole contract under another rule that is designed to prevent perjury (the Statute of Frauds). Accordingly, it is reasonable to suppose that the condition should not be treated as an...
- The condition precedent of Bryan obtaining a contract to sell his home by July 1 was a condition that would either have to be fulfilled or excused before either party would owe any enforceable duties to the other under the contract. Thus, evidence of the condition is admissible under the doctrine that the parol evidence rule does not apply to exclude evidence that a condition precedent was not fulfilled. [Restatement 2d § 217].
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Answer 5 33 results (showing 5 best matches)
- If there was no contract based on the telephone conversation, then the only existing contract between them was the written agreement for 10 tires at $5,000 per tire. The threshold issue would then be whether the contract would be void because there is a misrepresentation based on the nature of the contract (fraud in the factum), i.e., is a contract for 10 tires at $5,000 is different in character or essential terms to a contract for 8 tires at $4,500 (which would then void and unenforceable under any circumstance [Restatement 2d § 163]) or whether it is a contract tainted by possible misrepresentation in the inducement to enter into the contract—10 at $5,000 when Seller led Owner to believe it was 8 at $4,500—(which would then only be a contract voidable by Owner. [Restatement 2d § 164]) Note these defenses are applicable to UCC [UCC § 1–103(b)]
- It is also possible to argue that the agreement to pay $41,000 in exchange for the bus transportation to Michigan was a separate contract altogether. To support this argument there must be a separate offer, acceptance and consideration to form an enforceable contract. As noted below, offer and acceptance are not an issue. However, consideration has the same issues discussed above (whether the obligation to provide bus transportation was a preexisting duty under the original contract, and thus not consideration in a subsequent contract [Restatement 2d § 73; , 9 App. Cas. 605 (1884)]. If it is determined by interpretation that the original contract only included the in season games, then the $41,000 Bowl game promise would be a separate contract, and the elements of the contract are present, i.e., there was an offer to pay $41,000 to drive the team to the game; and acceptance of that promise; and each party’s promise was bargained for, as they were given in exchange for the other’s...
- Alex is a minor, i.e., he is under 18. Minors have the right to disaffirm a contract (through their guardians) until majority, and thereafter for a reasonable time to disaffirm the contract once they reach majority. [Restatement 2d §§ 12(2)(b); 14] [
- Absence of a Certificate of Livery also means the contract was voidable. The Restatement labels the avoidability grounds for this kind of case as being on “public policy” grounds, but colloquially it is known as voiding a contract on the grounds of “illegality.” [Restatement 2d § 178] The rule is that if a license is a mere revenue raising measure, a contract with the unlicensed vendor is not voidable on illegality grounds. However, if the license is for safety and/or competence reasons, e.g., the Bar Exam, then the rule is that the contract is voidable by the customer, i.e., the “innocent” party. Here, the facts indicate the Certificate of Livery was not a mere revenue-raising measure, but one that goes to safety, i.e. it was a “regulatory measure.” [Restatement 2d § 181] As such, Alex can disaffirm the contract and declare it void as to him. [
- If there was a contract formed by the telephone conversation for 8 tires at $4,500 per tire, then the written contract sent by Seller would likely be a “confirmation” under UCC § 2–207(1). (Although asking Owner to sign the “confirmation” is odd, and could suggest that there was no contract arising from the phone conversation). The analysis would proceed to UCC § 2–207(2) where the oral contract and the written confirmation would be compared. (Confirmations are covered under UCC § 2–207(1), and
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Answer 12 21 results (showing 5 best matches)
- The next issue turns on the objective theory of contracts. That is, Will obviously was not seriously considering buying a used car when he ordered it from Sloan. Indeed, he told Sloan in his phone message that he was not interested in buying a car; he just wanted to shoot his piece for Nightly News. Thus, it is fair to say there was no meeting of the minds to the contract even if Sloan accepted what appeared to be an offer. However, for at least the last century it has been established that the theory of governs contract formation in American courts. When one party has no reason to doubt that the other party intends to contract, the law does not permit the other party to avoid contractual liability simply because he or she did not actually intend to contract. Thus, because Will’s outward manifestations showed an intent to contract, (i.e., a reasonable person in Sloan’s shoes would believe that upon a valid acceptance a contract would be formed), his undisclosed subjective intent...
- Contracts cannot be formed without assent of both the contracting parties. Mutual assent is usually shown by the making of an offer by one party and the acceptance of that offer by the other party. [Restatement 2d §§ 18, 19, 22]. Thus, the first question is whether either party here made an offer.
- Will refused to buy the Chrysler Lebaron. If he had an enforceable contract to buy one, he obviously breached it, and Sloan will prevail. Thus, the issue of whether there was a contract must be examined.
- The issue in this transaction turns on whether a contract for the sale of goods, i.e., a used-car, was formed. As such, it is governed by the UCC since the car is a movable piece of personal property when identified to the contract, i.e., when it is designated by the seller as the car that is the subject matter of this particular transaction. [UCC §§ 2–102; 2–105; 2–501. [
- An offer is the manifestation of intent to enter into a bargain so made as to justify another in believing that his or her assent is invited and will conclude the bargain. [Restatement 2d § 24]. If the putative offeror manifests the intention not to be bound to a bargain until he or she manifests some further assent, then no offer has been made, but rather the party has just engaged in preliminary negotiations. [Restatement 2d § 26]. Further, a manifestation of assent cannot be an offer unless the proposed bargain is reasonably certain. The traditional view is that all material terms must be reasonably certain; the Restatement 2d view is that a contract is definite enough to be enforced if the parties intended to contract, and if the court can determine who breached and can determine an appropriate remedy. [Restatement 2d § 33]. [
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Answer 13 23 results (showing 5 best matches)
- Once it is concluded that a contract was not formed under UCC § 2–207(1), it might be tempting to argue that one was formed under UCC § 2–207(3). However, UCC § 2–207(3) is designed for the case in which the parties’ communications do not show that a contract was formed, but where parties thereafter go ahead and engage in conduct that recognizes the existence of a contract. D engaged in such conduct (taking and presumably using the screws), but did nothing after making her offer. Thus there is no contract formed under UCC § 2–207(1) or (3). However, the UCC provides that the general rules of contract law to supplement the Code [UCC § 1–103; Restatement 2d § 69(2)]. Thus, given the above analysis, S can sue in contract for $30, or in tort for conversion for the value of the screws. There is a contract if S chooses there to be one.
- (2) The additional term materially alters the contract. UCC § 2–207(2)(b). If the addition of an attorney’s fee clause would materially alter the contract, then it cannot become part of the contract (unless Sales Co. expressly assents to it, which did not happen here). The tests that may be applied for whether a term materially alters a contract are:
- The terms of the contract for a Z14 are determined under UCC § 2–207(2). The first question is whether the attorney’s fee provision will be included. UCC § 2–207(2) states that between merchants, an additional term to a contract becomes part of the contract only if NONE of the following are true:
- Accordingly, assuming Sales Co. did not effectively revoke its offer, it appears D has a contract to buy a Z14. [
- (a) whether it would cause unreasonable surprise or hardship if it became a part of the contract without Sales Co. actually being aware of it at the time of contracting (UCC § 2–207, Com. 4); and
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Answer 1 80 results (showing 5 best matches)
- Finally, one additional issue is the operation of the cancellation provision if you concluded that this was a unilateral contract. If it was a unilateral contract, then once Bub “began performance” he would have the unilateral option to finish within a reasonable time. [Restatement § 45] By canceling the Author’s Contract, arguably East breached its duties under the implied option contract. However, there is nothing in the implied option contract doctrine that says an offeree such as Bub cannot waive the protections of the option and agree to allow the offeror an opportunity to cancel the contract once performance is begun. So the likelihood is that even if the contract was judged unilateral, it would not change the analysis above. [
- The idea that there was no contract based on the conversation is reinforced with the Banana Representative’s saying at the end of the conversation, “I’ll e-mail you a contract …” which he did, and which Bub responded to. As such, this suggests that they agreed that they did not have an enforceable agreement until a signed contract existed, [Restatement 2d § 27], or at least that the parties they did not have an agreement until a written (e-mailed) agreement was signed, and while under the objective theory of contracts there can be a contract even if the parties do not believe they have an agreement, certainly the parties’ understanding has some weight. In the end, given the number of omitted terms and the indication that the contract would not be formed until an agreement was signed, it seems the better analysis is that a contract was not formed at the end of the conversation.
- It is arguable whether the East-Bub agreement (“Author Contract”) was a unilateral or a bilateral contract. East made the promise, promising to pay. Arguably Bub also made a series of promises—I promise to submit these chapters on the agreed schedule in return for East’s promised payment. On the other hand, arguably it was a unilateral contract whereby East was bargaining for Bub’s performance. The likelihood is the former—especially since the payment of the $5,000 upon signing with no provision for paying it if Bub did not finish. However, East certainly could sue Bub in restitution if Bub didn’t finish in a unilateral contract situation. [
- The issue is whether the Author Contract is subject to the statute of frauds (the “Statute”). The general rule is that contracts which, by their very terms cannot be completed within a year are within the Statute. [Restatement 2d § 130]. Here, certainly the parties contemplated performance by Bub taking more than a year—the last chapter was not due from Bub for nineteen months after the contract’s making and East’s principal payment obligations were not scheduled until then either. If the Statute applied, again the general rule (subject to exceptions, .], and hence the purely oral Author Contract between Bub and East would be voidable by either party.
- The other reason the Author’s Contract is not within the Statute involves the termination provision. Here, if East honestly found Bub’s text unsatisfactory, East had the right to terminate the agreement within a year, and thus the agreement could be fully performed/terminated within a year on that basis as well. Some courts recognize termination provisions as taking “one year” contracts outside the Statute.
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Answer 3 28 results (showing 5 best matches)
- The first issue is whether this is an installment contract. An installment contract is one which requires or authorizes delivery in separate lots. [UCC § 2–612(1)]. Here there are two deliveries called for under the contract—March 1 and July 1—and hence it is an installment contract.
- The first point is that this contract is governed by the UCC since it involves a “transaction in goods.” [UCC § 2–102]. It is a “transaction” because it is a sale, and the knives are “goods, because they are “moveable” at the time of identification to the contract, i.e., at the time the particular knives are designated by Henckels as being subject to the Cost Mart contract. [UCC §§ 2–105; 2–501]. [
- The first issue is how to classify the parties. Children’s Hospital is a third party beneficiary under the Henckels-Cost-Mart contract, since the parties bargained for performance to Children’s Hospital at the time they entered into the contract. Hospital is the beneficiary; Henckels is the promisor; and Cost-Mart is the promisee. [Restatement 2d § 302]. Note that because Children’s Hospital was due performance at the time the contract was entered into, as opposed to when the contract was already in existence, is what makes the hospital a third party beneficiary and not an assignee.
- The second way Cost-Mart could argue to get the sea foam term in evidence is by using principles of interpretation to introduce the sea foam term as extrinsic evidence. There are essentially two views: (1) Williston’s, or the “four corner” test, which says that extrinsic evidence is admitted only if there is an ambiguity in the contract itself; and (2) Corbin’s test, which provides that the extrinsic evidence should be admitted if the term in the contract is “reasonably susceptible” to that interpretation and understanding. It would seem the sea foam blue term would likely be admitted under either theory. The contract only says the font should be “blue.” Given the massive range of blues within the color pallet, the contract term should be considered ambiguous enough so that the exact shade of blue be admitted to explain the ambiguity. Also, that the term “blue” means “sea foam” blue is a reasonably susceptible
- Because this was an installment contract, Cost-Mart could legitimately cancel the entire contract only if the breach of the March 1 shipment substantially impaired the whole contract. [UCC § 2–612(3)]. More facts are needed to determine this issue completely. For example, if Cost-Mart was setting up show case stands for the knives, or it was otherwise important to the store to have the same sets of knives to supplement its inventory after those from the March 1 shipment ran out, then perhaps not having any conforming Henckels knives resulting from the March 1 shipment did substantially impair the value of the whole. This would mean that all remaining duties under the contract are terminated/discharged and Cost-Mart would be free to cover for the 25,000 sets due on June 1, or sue for market differential damages for those sets.
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Answer 11 14 results (showing 5 best matches)
- As a result, if a contract is to be formed at all, it must be formed by conduct UCC § 2–207(3). If both parties engage in conduct which would indicate to a reasonable person that a contract exists between them, then a contract exists under UCC § 2–207(3). Here, B paid $100,000; S accepted the check and deposited it. Those actions recognize that a contract exists.
- UCC Article 2 applies because this is a contract for the sale of a good, i.e., a piece of personal property that will be movable at the time of the identification to the contract—the earth mover. [UCC §§ 2–102, 2–105; 2–501]. S’s “acceptance” contains additional and different terms from the offer, and so to resolve whether a contract exists and, if so, what its terms are, UCC § 2–207 must be applied.
- The next issue is whether B is bound by the price modification, i.e., whether it becomes part of their contract. S’s September 2 e-mail was a proposal to reduce the price from $1.6 million to $1.3 million. There is no consideration for the reduction but that does not matter—no consideration is needed for modification of a contract governed by Article 2. [UCC § 2–209(1)] The modification has to be obtained in good faith, but B acted in good faith here, i.e., B made no threats and S voluntarily proposed the reduction for S’s own reasons. The question then is whether B assented to the proposal—i.e., whether the offer to reduce the price was “accepted” by B so as to say there was an enforceable, bilateral modification of the contract. S said B did not have to answer the letter, so S is probably assuming B will assent and telling B that silence and inaction is an appropriate means of acceptance. B stayed silent
- Because it was not agreed to by both parties, the cancellation provision does not become part of the contract. Probably that is all that needs to be said about the issue, but as a review recall that if one or both parties end up with the right to cancel the contract merely by sending a letter, there is a consideration or a mutuality of obligation issue. Suppose B has the right to cancel. B can then perform by either buying the earth mover or by sending the notice of cancellation. Where a party has alternative ways that he can freely choose to perform his promise, his promise is consideration only if both alternatives are sufficient and at least one of them was bargained for. [Restatement 2d § 80(1)] The older cases would likely hold there is no consideration here. They would say that sending a letter is not a sufficient detriment to B and hence B’s promise to buy the earth mover or send the notice would not be consideration. The newer cases would say that there is consideration. B...
- Note, however, that once B makes the $100,000 payment and S cashed the check, the contract should be enforceable by B, even if a court would otherwise have thought the right to cancel meant that there was no consideration for S’s promise. That is, even if there as an illusory contract up to that point, B’s payment and S’s receipt of the money constituted mutual agreement that there was a deal, and B’s payment would be consideration for S’s promise to deliver the earth mover.
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Answer 1 23 results (showing 5 best matches)
- Assuming an enforceable agreement based on the oral contract formed at the U.S. Open meeting, one of its terms allows Forrest to terminate the contract for “good cause.” The issue is thus whether “good cause” can include Forrest’s financial difficulties after being dropped by Elkin. The “good cause” provision could be interpreted in light of the covenant of good faith and fair dealing that applies in all contracts. [Restatement 2d § 205]. Perhaps the invokeability of the good cause clause based on financial difficulties could be analogized to a sale of goods requirements contract under the UCC. In a requirements contract, a party would be legally obligated to have requirements in good faith. [UCC §§ 1–304; 2–306] A total cessation of a requirements contract would be permitted only if there is a genuine shutting down of the business so there is no more need for the goods that are the subject matter of the contract. In this case, Forrest may be upset with his economic misfortune...
- If a contract was not to be effective until there was a signed writing, then the written version of the contract that was signed by Lear and sent to Forrest would be viewed as an offer, which was never accepted by Forrest. Hence, under such a theory, they would have no contract.
- The first question is whether a viable contract has been formed between Streamgulf and Forrest. A contract needs an offer, an acceptance and consideration to be enforceable.
- This contract would be governed by the applicable provisions of the UCC, with common law rules applying when no specific UCC provision controls. [UCC § 1–103(b)]. This is because the paint is “movable” at the time of identification to the contract [UCC §§ 2–105; 2–501], making this a “transaction in goods.” [UCC § 2–102] [
- A contract requires consideration in order to be enforceable. Consideration is a “bargained-for” exchange. [Restatement 2d § 71]. Illusory promises, which reserve in a party the complete discretion whether to perform or not, are not consideration. [Restatement 2d § 77]. Here, the “good cause” provision could be considered sufficiently illusory as to be unenforceable. That is, if the good cause clause is interpreted to mean that Forrest could terminate the agreement whenever he felt like it and for whatever reason, it would be illusory. More likely, however, it would be interpreted as requiring a “good faith” reason to terminate, as will be discussed more fully below. As such there is likely sufficient consideration here to render the contract enforceable. [
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Answer 9 12 results (showing 5 best matches)
- While it is a form contract, both Developer and Carpet are sophisticated parties. Developer was familiar with the terms in the contract and asked Carpet about the withdrawal from sale clause. The contract had a merger clause in it that indicated that it was the final expression of the parties. While most courts would not find the presence of a merger clause in a form contract conclusive, coupled with the other factors just discussed, a court will likely find the agreement to be at least partially integrated.
- (Note that the court decided the contract was completely integrated, because of the merger clause and other circumstances, the result would be the same—evidence of the no enforcement promise would be barred under the PER because no parol evidence is allowed if the agreement is completely integrated. [Restatement 2d § 213]). [
- Liquidated damage provisions, i.e., provisions where the amount of damages for a breach of contract is agreed upon in the contract itself, are disfavored in the law. [Restatement 2d § 356] An example would be that a contract to buy 100 pounds of apples each year there is a clause that says, “In the event of a breach by buyer, buyer must pay seller agreed damages of $300.” The idea is that contract law would like to award the innocent party the exact amount necessary to put that party in the position he or she would have been in before the contract took place [Restatement 2d § 346(a)] and a liquidated damage clause will only do that by happenstance. Often it makes it too expensive to breach (making the breaching party pay more than he or she would have paid without it)
- Since it seems that the parties are really contemplating keeping the property on the market for at least 6 months when they contract, the withdrawal from sale clause more accurately reflects what the parties believe the broker should receive if the seller breaches that contract by withdrawing it from the market. Under this analysis it should probably be viewed as liquidated damage provision. [
- The next issue is to determine whether there is an “exception” to the PER that would allow the admission of the no enforcement promise despite the Rule’s prohibition. One category of exceptions to the PER is evidence that would make a contract voidable, i.e., “defenses” to breach of contract actions. [Restatement 2d § 214(d)] One defense that might be asserted here would be misrepresentation. A contract can be avoided on the basis of a fraudulent or a material misrepresentation reasonably relied upon by the recipient. [Restatement 2d § 164] The facts indicate that Carpet did not commit fraud as his intention at the time he made the promise not to enforce the withdrawal from sale clause, was not to enforce the clause. It can’t even be argued that it was a misrepresentation of the “fact” of his true intention because the facts tell us at the time he made the statement, Carpet intended to go through with it. Also relevant is that the statement is not so much a misrepresentation of fact...
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Question 2 Part 2 3 results
- Actor agreed to appear in an advertising campaign for a Winery. Their written contract was dated February 4, and under it, Actor was to be paid $100,000 per year for the next three years, and would also receive 3,000 shares of Winery stock at the end of the contract. The stock was an important part of the deal as a spokesperson with the popularity of Actor would command $1 million per year for a similar endorsement deal if the spokesperson were paid only in cash and not stock. The stock was not traded publically. The contract had a term that provided Actor could endorse no other alcoholic beverage throughout the term of the contract, and for six months thereafter. The contract also provided that Actor was entitled to his compensation, “so long as he make no disparaging comments about Winery’s products when in public during the term of the agreement.” The contract had one more provision of note, which provided Winery could terminate Actor’s services for any reason upon a payment of $...
- Assume the litigation between Actor and Winery was tried on February 4, two years after the contract was entered into. Discuss
- Actor threw an Independence Day party for 200 people at his home on July 4, about a year and a half into the contract. At the party, he among other things, he showed off the $50,000 wine cellar he had constructed to show off Winery’s wines. Several entertainment journalists were invited, including one from
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Answer 6 24 results (showing 5 best matches)
- Whether the clause becomes a term of the contract depends on UCC § 2–207(2), since formation of the contract was established under UCC § 2–207(1). Because Diane and Hal are merchants under § 2–207(2), the force majeure clause becomes part of the contract unless:
- If Diane cancels the contract now, it is more than likely that would be repudiating the contract under the first material breach doctrine. In that case, Hal would be entitled to cancel the agreement. [
- Thus the contract is enforceable against Hal under the statute of frauds. [
- (3) That the party asserting the defense (Hal) did not explicitly or implicitly assume the risk of the civil war’s occurrence under the contract. Here there was a fixed price contract of a volatile commodity supplied from a country that is in a state of upheaval, and Hal did not include anything in the order form to put this risk on Diane, so there was no explicit assumption of the risk;
- Hal probably did not rely on the February 15 letter, so Diane can still enforce the contract. (Of course, a court might strain to find reliance since Diane is shifting her position back and forth in response to market shifts, which puts her in a bad light. In fact, she may have acted in bad faith, in which case a court prevent her from introducing her February 18 letter. However, she was still at risk—if the market had dropped after February 15, Hal could have held her to the contract. Thus, she should probably be considered as acting in good faith in claiming the benefit of the contract when the market shifted upwards. Moreover, if Hal did not rely on her February 15 letter, any bad faith on her part did not harm him, anyway.)
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Answer 2 41 results (showing 5 best matches)
- The first issue is what would be Actor’s expectation damages. Expectation damages are designed to put the aggrieved party in the position he or she would have been in had the contract been performed. [Restatement 2d §§ 344(a), 347]. Had the contract been performed, Actor would have received $300,000 in cash plus 3,000 shares of stock. Actor had been paid what he was due up to the time of the breach (the problem said that after the article Winery “stopped” paying him.) Accordingly, Actor would be entitled to $300,000 less whatever salary he had already been paid under the contract. A February 4, trial date two years into the contract means that trial will take place about year before the contract was due to expire. As such, the $100,000 for the final year of the contract should be reduced to present value. In addition, because his cash salary is for a liquidated amount, he would be entitled to interest on the amount of lost salary between July 5 (the date of the breach), and the date...
- The only out-of-pocket expense established under these facts was the $50,000 Actor spent on his wine cellar. However, he was not obligated to build the wine cellar under the contract. That is, the wine cellar may have been used to showcase Winery’s wines, but, since he was not required to build it under the contract, the $50,000 was spent on “his nickel” and not in performance under the agreement, and thus cannot be part of an award of damages if Winery breached. [
- Another reason an injunction likely would not be issued is because if Actor materially breached, which then ripened into a total breach, the duties under the contract between Winery and Actor will have been discharged. As such, Actor’s promise not to appear as a spokesperson for another winery is no longer enforceable as all duties under the original contract were no longer in existence when he took the job. (This would also be true if the Winery is viewed as unjustifiably firing Actor). The parties could agree that certain duties remain enforceable even after the remainder of the contract duties have been discharged, but there is no language provided which would suggest that took place here. These days enforceable non-compete clauses are typically made as part of a severance package where the employee gets additional compensation, and not as part of the original employment contract.
- However, Actor has a rejoinder to those arguments. First, Actor could argue that damages would not be adequate because the shares would be difficult to value (for reasons set forth below); and hence it would be difficult to give Actor a completely suitable substitute performance by an award of damages. [Restatement 2d § 360(a), (b)]. Under their contract, Actor is to be given the shares “at the end of the contract,” i.e., on February 4 three years after the contract was executed. However, the facts direct that trial took place on February 4, two years after the contract was executed. At the time of the trial, it would be impossible to know with certainty what the value of the shares would be a year later, since stock prices are volatile, and so any award of money damages on the date of the trial, would likely either under- or over-compensate Actor, depending Winery’s economic performance over the next year. In other words, it would only be happenstance if the value awarded in the...
- Damages might also not be suitable because Actor might not have sold the shares upon receipt. That is, had the contract been performed and Actor awarded the shares, Actor may have kept the shares as an investment and wanted the dividends, or sold the shares at a later time when their value had changed. Awarding him the monetary value for the shares on the trial date might eliminate that possibility and would not leave him in the position he would have been in had the contract been performed. the shares were publicly traded, Actor could always take the money for the value of the shares he was awarded at trial buy 3,000 shares on the open market, and be in the same position he would have been in on the date of the completion of the contract., But since the shares were not publicly traded, this would not be an option.
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Answer 10 8 results (showing 5 best matches)
- Fair market rental value can probably be determined sufficiently accurately from the rental price of similar condos in the area, and there probably are fairly standard terms in the area (for example, first and last months’ rent in advance plus one month’s rent security deposit, with rentals payable monthly on the first of each month). Some courts would imply terms to make the contract enforceable; others would say that more certainty is needed in contracts involving real property than in other contracts and would refuse to imply terms. Assuming a court is willing to imply terms, the contract will be enforceable.
- It is much less likely that there will be a contract if the parties agreed to agree. The courts have a harder time implying a reasonable term when the parties have said that they—the parties—are going to determine what the term is. Here, there is reliance by Dennis, which Pattie should have expected. A reasonable rental amount will probably fall close to the amount that the parties would have agreed on if they in fact had gone ahead and agreed on the amount, and it will probably be an objectively determinable and fair amount for the court to force each party to accept. On the other hand, it is a very important term, and the court may refuse to “make an agreement for the parties” On the grounds that if the parties’ had already decided what had to be done in order to enter into an enforceable contract—actually reach agreement—courts tend to enforce the parties’ wishes. That is, maybe Pattie only wanted to lease her place if she could get someone to agree on above-market rent so she...
- Finally, there is the question of the statement in the acceptance that Pattie should be sure that the windows and doors were in good working order. This is not a contract for the sale of goods, so UCC § 2–207 does not apply. The old common law “mirror image” rule applies, so if Dennis’s letter is
- As to the second effect, if the parties intended to conclude a bargain (as they apparently did here), courts are hesitant to destroy that bargain for indefiniteness. This is a case of omitted terms (not an agreement to agree), so a court could reasonably conclude that the parties intended the rentals to be a reasonable amount on the standard terms; at least the court could conclude that implying such reasonable and usual terms would not unjustly violate the expectations of the parties. This is a lease of property and thus the UCC’s gap fillers do not specifically apply, but courts in non-UCC transactions are increasingly willing to imply reasonable and usual terms to save a contract from indefiniteness where it does not appear that such inserted terms will defeat the parties’ expectations. [
- The question here is whether there is consideration for Pattie’s promise to pay the $1,000. Dennis’s promise to release a claim that turned out to be invalid can still be consideration. All that is required is that at the time the settlement contract was made Dennis had an honest belief of a colorable claim for Pattie’s promise to be enforced. [Restatement 2d § 73]. If Dennis believed his attorney, then Dennis did
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Answer 7 14 results (showing 5 best matches)
- The next issue is whether the contract is enforceable under the Statute of Frauds. The agreement is subject to the Statute of Frauds [UCC § 2–201(1)] as it involved a contract for the sale of goods for of $500 or more. The facts reveal no writing signed by Brett evidencing a contract, and thus Brett has a valid Statute of Frauds defense under the Code. Accordingly, unless one of the exceptions to the statute of frauds applies [UCC §§ 2–201(2) or (3)], Brett will prevail as the oral contract will be unenforceable.
- When Brett noticed the waiter had brought the 1975, as opposed to the 1969 bottle of wine and said nothing about it, he accepted goods under the contract with notice of the defect. Accordingly, Brett is liable for the full contract price of the 1969 bottle. [UCC §§ 2–607(3), 2–709(1)]. In other words, it would be incorrect to say that he is only liable for the price of the 1975 bottle under the contract, even though he received the 1975 wine. That is not how the UCC works [§ 2–709(1) or § 2–607]. If he accepted goods knowing of their non-conformity, he is liable for the full amount of the contract price.
- Thus, if no offer was made by Brett, obviously Brett will prevail in any lawsuit between them, since there can be no breach without a valid contract. However, if Brett is judged to have made an offer, as appears to be the case, it was properly accepted by Sal and a valid contract was formed.
- There is no question, however, that the contract is enforceable against Brett under another statute of frauds “exception”: the one that says contracts for “specially manufactured goods” are not subject to the Code’s writing requirement. [UCC § 2–201(3)(a)] A “specially made good” is one that is specifically manufactured for the particular buyer and is not something that can be sold by the seller in the ordinary course of business. [ ] The custom computer made to Brett’s specifications here is a specially manufactured good under this definition,. Accordingly, the oral contract between Brett and Sal is enforceable under the Code. Since Brett refuses to pay for the computer, he is in breach. [
- The first issue is whether or not a contract was formed between Sal and Brett. As we are not given the text of the entire conversation that took place in the store in the facts, it is impossible to answer definitively whether a contract was formed, or even who was the offeror and who was the offeree. However, typically the buyer will make the offer and the seller will accept it and there are enough facts to analyze the formation issue on that basis.
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Answer 4 47 results (showing 5 best matches)
- The final issue with regard to Owen and JDS is whether removing the floor was part of the contract. If it was, then Owen’s promise to pay an extra $500 to remove the floor is unenforceable under the pre-existing duty rule [Restatement 2d § 73], i.e., JDS would already have an obligation to remove the floor and so an extra promised payment for the same work would not have consideration to support it. If the removal of the floor was not part of the contract, then the promise to pay is enforceable, either as a new contract to remove the floor, or as a modification with consideration of the original contract. [
- This is an agreement governed by the UCC. It involves the sale of a “good,” which is defined as tangible personal property that is “movable” at the time it is identified to the contract. [UCC §§ 2–105; 2–501] A good is identified when it is designated by the seller as the particular item to which the contract refers. [UCC § 2–501(1)] Here, the item is a refrigerator, a good which is movable once BB decides which refrigerator is being designated for Owen should they be found to have an enforceable contract. Until it is identified by the seller, the refrigerator would be a “future good” [UCC §§ 2–105; 2–501(1)(b)], but a contract for the sale of a future good is an Article 2 transaction. [
- The first issue is whether Owen and JDS had a contract. It appears they did. A contract requires an offer, an acceptance, and consideration to be valid. Consideration is not an issue here—JDS’s demolition in return for a promised payment from Owen was part of a bargained-for exchange. [Restatement 2d §§ 71, 75]
- There was, perhaps, a slight indefiniteness issue regarding “standard demolition,” but usage of trade can help “save” a contract from indefiniteness, and that was true here (the “standard demolition” issue is discussed further below). Also there was no agreement as to some terms which, at least in early common law, were considered necessary, e.g., when payment would be made, but under modern contract law, this would not stop the offer, or the resulting agreement, from being enforceable. [
- Probably the misunderstanding doctrine does not prevent the enforceability of the contract here. First, it is arguable that the floor removal item is not a “material” term. The contract was $5,000 ($5,500 if the floor removal was included) and the floor removal was only $500, or 10% (less if the contract is viewed as $5,500). Second, as indicated above, arguably Owen had “reason to know” of the meaning given in the trade because the term was in quotes in the agreement and he was no expert in demolition. As such, the meaning of “standard demolition” ascribed by the usage of trade would likely control and floor removal would not be considered part of the contract. [Restatement 2d § (20(b)]. Thus, Owen’s $500 promise would be supported by consideration and be due and owing for the floor removal.
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Answer 5 15 results (showing 5 best matches)
- Before damages are discussed, a breach must be established. Here, the first issue is whether a breach can be established through anticipatory repudiation. Anticipatory repudiation occurs when one party unequivocally states to the other (or undertakes an act which makes it apparent) that he or she will not perform a material term of a contract which will substantially impair the value of the contract to the other any time before that party’s performance is due. [UCC § 2–610]. Here, B1 anticipatorily repudiated when B1 said he would “no longer needed the furniture and would not pay for it.” Upon repudiation, Seller may treat the contract as over, and resort to any remedy for breach.
- The next issue is the damages to which B2 is entitled. Certainly she would be entitled to cover damages by buying replacement cases on the open market and suing for the cover price minus contract price ($50,000), [UCC § 2–712]; or to market differential damages [under UCC § 2–713] which is calculated by the market price minus the contract price, with the relevant market being the time the buyer learned of the breach and at the place of arrival. In addition, B2 would be entitled to recover the $15,000 deposit B2 paid Seller upon signing the contract [UCC § 2–711(1)] in restitution.
- All the transactions with Seller involving furniture (thus excepting those involving Bank) involved sales of goods, and thus were governed by the UCC. [UCC § 2–102; 2–105; 2–501.] That is, Article 2 applies to “transaction” in “goods” and a sale is a transaction and each piece of furniture is a “good” since each is movable when it is “identified” to the contract, i.e., when it is selected by the seller to be the subject matter of the particular transaction. : Some students engaged in an extensive analysis of the “gravamen” and “predominant purpose” tests for UCC applicability. This was a mistake. UCC applicability arguments under the gravamen and predominant purpose tests are only relevant when the contract itself requires the seller to undertake a separate service as well as furnishing a good, e.g., providing and installing the water heater.
- unavailing, Seller would be entitled to re-sell the desk and get the difference between the contract ($50,000) and sale price, i.e., “seller’s cover,” (assuming it was a “fair” sale) [UCC § 2–706] or get market differential damages, i.e., the difference between the contract and market price at the time and place for tender, [under UCC § 2–708(1)], which could be considerable, again because it is a custom piece and is made from undesirable materials and thus may have a significant value only to B1.
- At first blush, it would seem the SOF is not satisfied. There is no evidence of a substitute written agreement calling for a 7-inch pedestal in the problem, and the contract was for more than $500. However, it was a specially made good, and under the UCC’s SOF, [UCC § 2–201(3)(a)], contracts for specially made goods are not subject to the SOF (or, if you prefer, the SOF is automatically satisfied when such goods are the subject matter). One note of caution. Even though a specially made good, Seller has an argument that the agreement does not qualify under the exception, because not only must the good be specially ordered to qualify, but it must “not be suitable for sale to others in the ordinary course of the seller’s business.” ...Seller was in breach by delivering a non-conforming good to B2, and B2 was within its rights to reject under the perfect tender rule (“PTR”). UCC § 2–601. Note that this would not be an installment contract even though there are two pieces, because...
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Answer 2 15 results (showing 5 best matches)
- The transaction will be covered by Article 2 of the UCC since the hydrofoils are “moveable” personal property at the time of their identification to the contract, i.e., at the time they are designated by Ralph as the two hydrofoils that would constitute the subject matter of the contract with Gloria [UCC §§ 2–105; 2–501] [
- Gloria will have a viable contract claim against Ralph if she can establish a contract and its breach. For there to be an offer, there must be an offer, an acceptance, and consideration. Consideration is not really an issue here because an offer and acceptance can be established, the parties entered into a valid bilateral contract where a bargained promise to pay for the foils was exchanged for a bargained promise to sell the foils. [Restatement 2d §§ 71, 75]
- There are four ways that an option contract, or its equivalent, can be formed (or implied) between an offeror and offeree. The first is if a separate option contract is negotiated between the parties, which would require an offer to enter into an option K, an acceptance of that offer, and consideration supporting it. [Restatement 2d § 25] Generally, at common law an offeror who promised to leave the offer open for a specified time could nevertheless revoke at any time if nothing were given by the offeree in return for the promise to hold the offer open (no consideration). Here, it appears that there was no consideration for Ralph’s promise to make the offer irrevocable until 12/16. Gloria may argue that her flight to Tahoe to inspect constituted “consideration”. The problem is that while this is “detrimental” to her in the sense that she was not otherwise obligated to do it, it was not sought by Ralph nor given by Gloria in exchange for Ralph’s agreement to hold the offer open until...
- Gloria may also argue that her action in flying to Lake Tahoe resulted in an implied option K under the Restatement. There are two provisions of the Restatement in which an irrevocable option contract is implied. Under one provision, an option K is formed: (1) when the offer invites only an acceptance by performance; and (2) the offeree tenders or begins (or begins the tender of) the invited performance. [Restatement 2d § 45] The situation here likely fails both prongs of this test. First, there was no unequivocal statement in the ad that acceptance was ...2d § 45, Cmt. f] Certainly the inspection of the hydrofoils was contemplated, but it was not part of the performance that Ralph bargained for. He sought payment (or promised payment) for his hydrofoils. He didn’t seek the inspection as part of the deal (he was only willing to allow it). Hence flying up to inspect was not the beginning of performance and Restatement 2d § 45 could not be used to establish an implied option contract...
- Because an offer is a manifestation of intent to enter into a contract tested by what the reasonable offeree would understand. [Restatement 2d § 24] Gloria’s statement to Bill in the phone conversation on December 9 that she owned the foils and would sell them would be an offer, even though she actually did not own them. Her statement included price and subject, matter and appeared to be a definite indication or commitment that she was proposing a deal which would be consummated upon Bill’s manifestation of acceptance. [Restatement 2d § 33]
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Answer 3 26 results (showing 5 best matches)
- The first question is whether Mazie can recover against Joe for breach of contract. Whether there was a contract between Mazie and Joe for the return of the dog will depend on whether there was an effective
- The first problem is to ascertain whether there is a contract between the Blat and Joe; in other words, has there been an offer and acceptance with consideration. If so, the next question would be: what are the contract’s terms?
- The next issue is whether Bow-Wow can recover against Mazie for breach of contract when she refused to accept the five cases of liver flavored dog food. This will depend upon whether or not there has been an offer and acceptance between the parties, and if so, what the terms of the contract were.
- (If a contract was formed, it would be governed by the UCC since the dog food is movable, i.e., is a tangible piece of personal property not attached to real estate) at the time the actual bags of dog food are “identified” to the contract, i.e., at the time Bow-Wow specifies which bags are to be shipped to Mazie. [UCC §§ 2–105; 2–501]
- Accordingly, under UCC § 2–207(2), the different terms in Bow-Wow’s acceptance would only become proposals to the contract. It would be up to Mazie to specifically accept them. If she does not, there would be a contract based on the terms of the offer, i.e., 5 cases of liver flavor. However, she accept those proposed terms when she sent back Bow-Wow’s order form on July 10. Hence, even under this construction there is a contract for 3 cases of liver and 2 of beef. [
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Question 1 8 results (showing 5 best matches)
- At the end of the meeting Forrest and Lear toasted each other over a glass of champagne, “To the beginning of a great partnership,” and directed their lawyers to begin drafting a formal written contract to document the deal. Lear and Forrest acknowledged to each other that they always felt more comfortable when the i’s were dotted and the t’s were crossed on a written contract.
- When the formal written contract arrived for Forrest to sign, it said nothing about any flying lessons. It did contain all of the other terms discussed at the meeting. Forrest did not pay attention to what was in the written contract because he had decided that he didn’t want to go through with the deal anyway because of his problems with Ekin (even though he could still afford to perform under the agreement without diminishing his lifestyle). Accordingly, he told Lear that he had changed his mind, would not sign the contract and would not go through with the transaction. Lear objected, and told Forrest that he was still bound to perform.
- After the U.S. Open tournament, Lear and her lawyer sat down with Forrest and his lawyer at the hotel they mentioned and worked out the terms of an agreement for charter airline service. They agreed Forrest would pay a minimum fee of $100,000 per year, with an agreed amount of additional fees paid depending on the number of flights that Forrest actually took and the distance of those flights. The contract would also provide that the service would be provided for three years, with the contract being terminable before then by Forrest for “good cause.” As set forth above, the parties agreed the deal would provide for a plane was to be available on 48 hours’ notice and Lear promised that Streamgulf would provide at least 2 in-flight cabin crew as well as pilots trained to fly the Streamgulf IV, the plane Forrest wanted. In addition, the plane that Streamgulf was to make available for Forrest was to be painted “Forrest Green” (Forrest’s trademark color) and was to have his initials, LF,...
- As they were leaving the building, Forrest and Lear agreed that once the lawyers had hashed out everything, a formal, written contract would be signed first by Lear on behalf of Streamgulf. The agreement would then be sent via Fed Ex to Forrest for his signature. The parties then went their separate ways.
- (A) Have Streamgulf and Forrest made an enforceable contract? If so, may Forrest terminate it?
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Question 3 Part 2 6 results (showing 5 best matches)
- Under the contract, Henckels was to be paid $225/Knife Set, and Cost-Mart planned to sell the Knife Sets for $300 at the retail level. The contract contained a standard integration clause.
- Cost-Mart wanted to get into the high end cutlery business and contracted with the famous knife maker Henckels for 50,000 sets of Henckels three most popular knives (“Knife Sets”). The contract called for Henckels to supply the Knife Sets in two equal deliveries (March 1 and July 1), with Cost-Mart’s logo imprinted on the handles of the knives. It is of great importance to Cost-Mart that the logos on its Cost-Mart House Brands be consistent from product to product so as the further its trade branding. The Cost-Mark logo is printed in a Sans-Serif font and is in a particular shade of Sea Foam blue. The Cost-Mart representatives made the importance of logo consistency clear to the Henckels representatives during negotiations over the Knife Sets. The relevant portion of the Cost-Mart/Henckels written contract on this point provided as follows: “the knives supplied by Henckels under this agreement shall have the term “Cost-Mart” burned into the handles, in blue color, and in 9 point-...
- Cost-Mart is a huge, nationwide retailer. It sells high end goods at relatively good prices. Cost-Mart sometimes contracts with a brand-name manufacturer to make goods with the Cost-Mart logo on it, which it sells for an even better price. Products with Cost-Mart logo on them are known as Cost-Mart House Brands.
- At the time of contracting, the Henckels representatives said that as a thank you, they were going to “throw in” 50 sets of Henckels steak knives, which they expected would be distributed to the Cost-Mart representatives who were involved in negotiating the deal. The lead Cost-Mart negotiator was unsure whether senior Cost-Mart management would approve of such a gift because it might be seen as a bribe, and so told the Henckels representative to send the steak knives instead to Cost-Mart’s approved charity, Children’s Hospital. The term requiring the 50 sets of steak knives be sent to Children’s Hospital was incorporated into the Cost-Mart/Henckels written contract. When told of the arrangement, Children’s Hospital immediately sent an e-mail to its existing donors saying that the first 50 donors who made a new donation of $1000 would receive a set of Henckels steak knives. After that e-mail was sent, Cost-Mart senior management approved the distribution of the
- High end cutlery had become “hot” between the time Cost-Mart signed the contract and March 1. The wholesale price for equivalent knives had risen to $250, and the retail price had risen to $350. On July 1, the scheduled date of the second delivery, the price was $300 at the wholesale level, and $400 at the retail level.
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Question 9 Part 2 5 results
- The contract had an arbitration provision requiring binding arbitration before the local real estate brokerage association in the event of any dispute between the parties regarding the transaction. It also had a provision indicating that the written contract was the complete and final understanding of the parties with respect to the transaction; there were no other enforceable agreements.
- Developer was familiar with all of the provisions in the contract. Thankfully, she had never had a problem with any broker and thus had never arbitrated any disputes with a broker. Before signing the agreement, she did ask Carpet if he planned on holding her to the provision requiring her to pay if she withdrew the property from sale. He told her that he had no intention of doing so—she could withdraw the property at any time if she wanted to without paying a dime. This statement reflected Carpet’s true intent at the time of the discussion, and what he had done previously with other developers. Developer relied on Carpet’s word and the clause remained in the contract that she signed. She knew the provision was in the contract but wasn’t concerned about it.
- Four months into the agreement, Developer decided that the time was not right to sell. She contacted Carpet and asked him to take the property off the market. Because times were tough in the real estate market, and because he had spent time and effort trying to sell the building, Carpet decided to hold Developer to her obligations under the written contract and insisted on being paid $1,200,000. He denied ever telling her that he wouldn’t hold her to the contract’s requirement that he be paid if she withdrew the property from sale. Developer refused to pay.
- Carpet presented Developer with his form “listing agreement.” As with all such standard agreements in the real estate brokerage industry, the agreement provided that if the property was sold during the six month listing period, Carpet would be paid 6% of the purchase price. If the buyer of the property was represented by a different broker, the two brokers would divide the 6%, each getting 3%. The contract provided that Developer could withdraw the property from sale at any time. However, the contract provided that if Developer chose this option before expiration of the six month listing period, or refused any offer of $20 million or more for the property, Developer would pay Carpet 6% of $20 million or $1,200,000. $20 million was the asking price for the building and at the time of the listing it was reasonable for both parties to assume that the property could be sold for that price or more.
- You may assume that the brokerage contract was duly agreed to by the parties, was sufficiently definite to be enforced and was supported by consideration. There are no statute of frauds issues. There also are no excuses from performance or rights of avoidance on the basis of mistake, frustration or impracticability. Carpet did not breach the listing agreement—he used due diligence in trying to market the property.
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Answer 6 35 results (showing 5 best matches)
- If there was a valid offer, the question becomes what kind of offer was it. The answer was it was an offer for a bilateral contract. Owner sought Stu’s promised performance as evidenced by his signing the letter. This was not an offer for a unilateral contract or an ambiguous offer, as Owner was not bargaining for Stu to show up and move in a month or so after the exchange of correspondence—he wanted Stu’s promise so he would know the condo was leased and he could cease efforts to lease the condo to others. It cannot be credibly argued that Owner was making an offer for a unilateral contract because he asked that Stu perform an act: signing the letter and return it to him. The signing of the letter by Stu is evidence of Stu’s promise; it is not performance under the contract, which would have to be true for it to be an offer to enter into a unilateral contract.
- contract. The complaint here would be as to the service part of the contract—the service of sending the bed to Stu. As such, the modification would be judged under Restatement/common law rules.
- A third way to “save” the offer would be for a court to imply a reasonable price, payment method, etc., under its general equitable powers. [Restatement 2d § 204] This is an agreement governed by common law principles. Courts under a UCC agreement have specified gap fillers which empower them to impose a reasonable price, place of performance, etc. Courts are somewhat more reluctant to write an agreement for parties under a contract governed by the common law. However, courts also are reluctant to allow parties to “escape” a contract when there appears to be a definite intention to contract, as arguably occurred here. This is not an “agreement to agree” situation, in which case a court would not likely imply a reasonable price in the absence of an agreement of the parties ( ...be implied. On the other hand, there are so many terms that were not included in the letter, that a court may be reluctant to write almost an entire contract for the parties. It is a close call, and in the...
- A settlement agreement is a contract, and thus to be enforced, there must be a valid offer, and acceptance, and consideration. The first two requirements are not at issue here—Owner made a valid offer to settle (“ $500 in full settlement …”), and Stu accepted (“I accept professor”). The issue then is whether there is consideration to support the contract. There can be consideration for an agreement to surrender a claim, i.e., to settle an as-yet unfiled suit involving a claim that later turns out to be invalid (you are told to assume there was no valid contract to lease the condo). [Restatement 2d §§ 73(c), 74];
- One of the exceptions is that the modification be fair and equitable in light of circumstances not anticipated by the parties when the contract was made. [Restatement 2d § 89(a)] Arguably that exception applies here. Both parties reasonably anticipated that the bed would be shipped to the condo at the time it was made and the change to the apartment may well be an unanticipated one. Typically unanticipated circumstances deal with increased costs that were not foreseen at the time of the making of the contract, but there is nothing that limits its application to that situation. Certainly the resulting modification is fair, i.e., there would be no increase in shipping costs sending it to the apartment, so it is likely that Seller will be deemed to have breached the contract as modified by refusing to send it to the apartment.
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Question 4 Part 2 4 results
- The final negotiations were done with the help of teams lawyers for each side and a final 25-page contract for $12 million was signed by both parties. The contract contained the following provisions, among others:
- The local County is one of only two “green” counties in America where commercial HVAC units must be equipped with an “Enviro-filter,” which limits pollutants from escaping the system (an “HVAC unit” is the heating and air conditioning unit for the project). The Enviro-filter costs $400,000. The preliminary negotiation of the contract was done by e-mail, and in one of the thousands of e-mails exchanged between the two, BuildCo.’s representative asked MallCo.’s representative whether it wanted BuildCo. to include the cost of the Enviro-filter in its bid. He explained that because BuildCo. had never installed such a filter before, it would have to add in a healthy surcharge over the purchase price for the filter to cover its costs in case they had any installation trouble. He suggested that Mall. Co. might want to contract with Enviro-filter’s manufacturer for the installation, which would likely save MallCo. a good deal of money. MallCo.’s representative e-mailed that MallCo. always...
- • “This Contract contains the entire, complete, and final agreement of the parties, and there are no promises, understandings, or other agreements pertaining to this agreement other than those contained herein.”
- The foundation and framing were done competently and on time, and MallCo. paid the first $3 million as specified. The walls, floors and HVAC installation were also completed on time, except that the HVAC unit did not have the Enviro-filter installed and MallCo. refused to make the second payment because of that fact. BuildCo.’s representative said, truthfully, that he believed Mall. Co.’s representative had indicated in the e-mail that it wanted to save money and so was going to contract with Enviro-filter’s manufacturer directly to install it, and hence did not include the filter in its bid. On the other hand, MallCo.’s representative truthfully stated that MallCo. believed the contract price covered everything, including the filter and its installation. Faced with bankruptcy if it did not get the $6 million payment, BuildCo. agreed to, and did, install the filter, but told Mall Co. in writing that it was doing so, “only under protest and without surrender of any rights to seek...
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Answer 4 30 results (showing 5 best matches)
- The first issue is whether the obligation to install the filter was on BuildCo. originally. In the exchange of e-mails on the filter issue, MallCo. said that it wanted BuildCo. to “do everything” on the project. This strongly suggests that, under the objective theory of contract, the obligation to install the filter was on BuildCo. It is true that the e-mail also stated that MallCo. always wanted to save money, and was sent in response to a suggestion by BuildCo. that MallCo. might save money by contracting directly with the filter’s manufacturer due to potential installation problems. However, it is difficult to imagine language clearer than BuildCo.’s saying that it wanted BuildCo. to, “do everything” on the project, impliedly stating that it expected the contract price to include everything that needed to be done to build a complete, operable mall. Hence, even though BuildCo. did not subjectively believe it had that obligation, under the objective theory of contract, it would...
- If it is partially integrated, then the question becomes whether the “BuildCo.-is-responsible-for-the-filter” agreement is a “consistent additional term or a “contradictory” one. [Restatement 2d §§ 213(1); 216]. The test is whether the term at issue is one which, if the parties agreed to it, “might naturally be omitted” from the writing. [Restatement 2d § 216]. If it is a term which might naturally be omitted, then it is a consistent additional term, and testimony regarding its making will be admissible. Factors that go into the determination as to whether it is a consistent additional term include the nature of the contract, the importance of the term, whether the contract is a form contract or specially negotiated, etc. Here, it would appear that because it is a construction contract for a building that requires by county ordinance the filter for its Certificate of Occupancy, and specifically mentions the HVAC filter in the contract, the identity of the party which had the...
- Another potential issue is whether the contract could be avoided on the basis of unilateral mistake. The usual type of case for application of unilateral mistake is a contractor bid case like the present. For unilateral mistake to apply, all the elements for mutual mistake must be fulfilled, plus either enforcement of the contract would be unconscionable or the other party had to have reason to know of the mistake or have caused it. [Restatement 2d § 153]. The elements for mutual mistake include that the agreement be a basic assumption of the contract was made; the mistake has a material effect on the agreed exchange; and the party making the mistake did not implicitly or explicitly bear the risk of the mistake under the agreement. Restatement 2d § 152.
- The parol evidence rule prohibits the introduction of pre-contractual agreements that do not end up in the final written contract itself. [Restatement 2d §§ 209–218]. The first step in a parol evidence analysis is whether the written contract contained at least one final term agreed to by the parties, i.e., the written agreement was not a draft and was at least “integrated” to some degree. [Restatement 2d §§ 209–210]. The next issue is, assuming some integration, whether the agreement is partially integrated, where the contract contains some, but not all, of the agreed upon terms; or completely integrated, where it contains the entire final agreement of the parties. [Restatement 2d §§ 210, 213]. The partial/complete integration determination is a decision for the court as a preliminary matter. [Restatement 2d § 213(3)].
- Before examining the potential excuse of each condition, it is necessary to decide if these clauses are indeed conditions or are promises. A condition is an event, not certain to occur, which must occur, before an obligation under a contract is enforceable. [Restatement 2d § 224]. The general rule is that when in doubt, clauses are to be considered promises to avoid forfeiture concerns. [ ...differently, terms can be considered conditions. Here, all three payment obligations are dependent “upon” the occurrence of certain events. It appears from the structure and context of the agreement that events must occur before payment is to be due, e.g., the foundation and framing had to occur before the first $3 million was due; the walls, floors and HVAC had to be installed before the second payment was due, etc. In other words, the contract is structured so that events, not certain to occur, must occur before MallCo.’s obligation to pay becomes enforceable. As such, the three clauses...contract
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Answer 7 18 results (showing 5 best matches)
- The first issue is whether a valid offer was made to Ms. Sutherland (“S”) and, more importantly, was it an offer for a unilateral contract, an indifferent offer, or an offer for a bilateral contract.
- The next issue is the type of offer made. An offer is for a unilateral contract if the offeror seeks performance from the offeree (as opposed to promised performance). Here T and I’s offer was to pay S $100,000 “to sing at our wedding.” Hence, it may be that all T and I are bargaining for is the act of singing, and thus an argument could be made that their offer was one for a unilateral contract.
- If T and I’s offer is viewed as an offer for a unilateral contract, then it may only be accepted by actual and complete performance. Further, again without more, an offer for a unilateral contract can be revoked before acceptance by the offeror. A revocation occurs when the offeree receives a manifestation from the offeror of an intention not to enter into the proposed contract [Restatement 2d § 42] and upon revocation, the offeree (here S) loses the power of acceptance. [Restatement 2d §§ 36, 42] Here, T attempted to revoke the offer before S sang, and T and I’s argument would be that by virtue of the revocation, S lost the power to accept (by singing at the wedding). T and I would thus argue that S never accepted, hence there was no contract, and therefore no breach on which S could recover. They would argue that S’s only remedy, if she is entitled to anything, would be for promissory estoppel (discussed below.) [
- However, there are also indications that the contract could be formed by promissory acceptance, meaning that it was either an offer for a bilateral (promise seeking a promise) contract, or that it was an indifferent offer (one where the terms of the offer reasonably appear indifferent to acceptance by promise or by performance). One reason that argues for T and I seeking (or at least willing to accept) a promissory acceptance is the circumstances surrounding the offer—they were trying to plan their wedding and if S was unavailable, they would have to get someone else. Hence they were bargaining for the promise of performance to “cross the singer off their list.” In addition, S making a conditional ..., which seemed to form a contract in T and I’s minds (“Tristan and Isolde were both on the line and professed their happiness that she was going to be part of the wedding”). Of course, the subjective mind set of the parties is no longer the controlling factor under the objective...
- Even if the offer was deemed only to sing (with the wearing a lavender gown only a request, not a bargained for part of the contract, another argument for S is that this was a situation in which an option contract was formed due to S’s foreseeable action before acceptance. [Restatement 2d § 87(2)] Under the Restatement, if it is foreseeable to the offeror that the offeree will have to take action of a “substantial character” before acceptance, and the offeree does in fact take such action before acceptance, then the offeree will also be deemed to have an irrevocable option to accept the offer within a reasonable time so long as the awarding of such an option contract is necessary to avoid injustice.
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Question 5 4 results
- Owner tells you that Seller sent a contract to him in the mail. Both because he was very busy on the day he signed it, and because he trusted Seller, Owner signed the contract without reading it. The next week 10 of the new tires were delivered with an invoice or $50,000. Owner has looked at the contract found that it, in fact, called for 10 tires at $5,000 per tire. What’s worse, the tires appear to be losing substantial tread at about 30,000 miles. He asked Seller where he got the information about the 100,000 mile expectation and Seller, truthfully, said it came from a brochure sent by the tire manufacturer.
- S: You are a tough bargainer, my friend. Tell you what, I’ll draw up a contract.
- Owner is an alumnus of College. College has a football team, which plays at Stadium, but the team traditionally does not play very well, and has never played in a post-season bowl game. College uses Bus Co. to transport its players to away games, no matter how far away the game is. Every year, before the season begins, Owner sits down with the schedule and plots out the expense for transporting College’s team to its away games. Owner knows that College doesn’t have much money, so he quotes a fee that allows him just to break even. Last year the process was no different, and Owner entered into a signed, written contract with College to “transport College’s football team to all football games not played at Stadium for the upcoming season for $144,000.”
- ...said he knows it would take some time to get a suitable bus, and would take time to get things going on his end as well, and so pegged the starting date for this venture New Year’s Eve of the next year. Owner said nothing at the meeting, but was intrigued, and so in January of the year when the program was to take place, Owner went to Luxor Bus Co. and ordered a luxurious bus worthy of the high rollers. The price for the bus was $400,000, and Luxor required a non-refundable down payment of $50,000 before it would begin construction, which Owner paid. Construction began shortly thereafter with a promised delivery date of November of that year. In March of that year, Chump called up Owner and said, “With the economy this bad, there is no way I’m going to be able to get enough whales up to the casino to make it work, so we’re cancelling the program. Sorry for any inconvenience.” Owner has been able to cancel the bus contract with Luxor, but is out the $50,000 down payment. Chump has...
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Answer 8 12 results (showing 5 best matches)
- Cmt. b to that provision] Hence, not only the facial completeness of the agreement will be examined, but also testimony of the parties on their intent, the type of agreement, whether the agreement was a form contract, etc., will also be weighed by the court. Often courts will take into account a merger or integration clause in deciding the level of integration under the Corbin test. Here there is no evidence in the problem that that the contract contained such a clause, which would argue in favor of a finding of partial integration only. However, the absence of such a clause is not determinative in deciding whether the contract was intended as a complete and exclusive statement of the parties’ intentions. In this case, both Tom and Jordan are merchants executing a contract for the sale of a rather expensive product which is important to the running of their businesses. Thus, it would seem likely that the parties’ would take care to scrutinize the contract carefully to ensure that...
- A strong argument could be made that a judge would find the spare tire statement inadmissible under this test. That is, the installation of two spare tires was obviously quite important to Tom, and thus, had the agreement in fact been made, Tom would have seen to it that the term “would certainly” have been included the final written contract. On the other hand, the presence of two spare tires is hardly a standard clause for a vehicle sale and a court might decide that it would , be in the agreement if the parties in fact reached an accord about the tires, especially if Tom signed a standard form contract. If that’s the case, then the term would be deemed “consistent” and Tom could testify as to its making. Note that Tom’s getting to testify about it does not automatically mean that it becomes part of the contract. The trier of fact must believe him (and disbelieve Jordan if Jordan, as could well be the case, testifies that there was no such agreement). Nevertheless, Tom would get...
- There seems to be no dispute that the contract they both signed was at least partially integrated, i.e., it contained a final expression of the parties as to at least most of the terms in the contract, such as price, delivery, etc. [Restatement 2d §§ 209, 210(2)] The question then becomes whether the writing was intended as a “complete and exclusive” statement of the terms of the agreement [UCC § 2–202(b)], i.e., whether it was completely integrated. [Restatement 2d §§ 209, 210(1)]
- There are different tests to determine the level of integration. Under the “four corners” test, often ascribed to Professor Williston, a court would examine only the contract itself and ask whether it appeared complete. If so, it would be deemed completely integrated. Here, if the agreement was viewed under the four corners test, it likely would be judged completely integrated since the sales contract likely had any term necessary for enforcement, especially given the gap fillers under the Code which could fill in any deficiencies.
- If a court were to construe a contract as not being a complete and exclusive statement of the terms of the agreement, i.e., not completely integrated, then the oral promise to equip the tow truck with new tires could be introduced into evidence at trial if it was a “consistent additional term.” That is, parol evidence is admissible to explain or supplement a partially integrated contract if the parol evidence is considered a “consistent additional term,” but still would not be admissible if it were considered a “contradictory” term. [UCC § 2–202] The test for whether it is a contradictory term under Article 2 is the “would certainly” test. [UCC § 2–202, Cmt. 3]. Under that test the court would ask, if the parties had really reached the agreement about the spare tires, can it be said that they would “would certainly” have included such a provision in their contract? If so, then the term is “contradictory” to the rest of the agreement, and it would not be admissible. If not, then it...
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Question 5 Part 2 4 results
- Buyer 1 (“B1”) was a customer of the Premium Division and contracted to purchase a customized desk and credenza for his office. Under their valid written contract, each piece was to be made of costly, matching Brazilian mahogany. Although it once was popular, Seller had not sold any furniture made from Brazilian mahogany in about five years. This was both due to its exorbitant price and because Seller’s customers tended to be environmentally conscious and did not want to use materials from the rain forest. Delivery of both pieces was to be on March 1.
- Seller purchased the wood for B1’s project for $40,000, and competently estimated that it would take his employees $30,000 worth of time to produce the two pieces. The contract price for both was $100,000, meaning that, had the contract gone through to completion, Seller would have made $30,000: ($100,000) [purchase price]—($40,000) [wood]—($30.000) [labor] = $30,000. Each piece cost the same to make and used the same amount of materials. Each thus would yield $15,000 profit to Seller.
- Buyer 2 (“B2”) owned an exclusive jewelry store in Beverly Hills. She was also a customer of the Premium Division, ordering two specially designed display cases to be made to specifications provided by B2 for $50,000. The design for one of the cases called for a 5-inch square crystal display pedestal to be built into the middle of the case—to display special jewelry. B2 made it very clear that it was vitally important that the cases be delivered no later than March 31. Seller thought it would be tight to meet the March 31 date, but agreed to do it and a valid written contract was entered into. Under their agreement, B2 was to pay Seller
- Buyer 4 (“B4”) was also customer of the Deluxe Division, buying a $1,200 Thomasville dining room set on credit. Payment was to be $100/month for 12 months. After the contract was entered into, Seller transferred the right to receive the payments from B4 to First Bank (“Bank”) for a one-time payment of $850. Bank sent a letter to B4 informing him of the transfer, but Seller had given bank the wrong address for B4 and the letter came back with a Post Office stamp, “Undeliverable—No home at this address.” B4 made the first payment to Seller, but on Thanksgiving the table collapsed when the turkey and all the trimmings were laden on it, and B4 refused to pay anyone
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Answer 8 17 results (showing 5 best matches)
- MCDI had sent Joe the coin, it would have been a contract by conduct under UCC § 2–207(3) and both payment terms would have been knocked out under UCC § 2–207(3) and payment would have been due at the time of delivery under the gap filler rules [UCC §§ 2–307; 2–308] But MCDI never sent the coin, so there was no contact by conduct which would allow a determination of enforceability of the contract, and of its terms under UCC § 2–207(3).
- Organizational preference for an exam response will vary by professor. If you wanted to organize by individual, e.g. rights of Joe and rights of Vince, that’s fine. Same if you decided to organize it totally chronologically. For this question I have chosen to discuss the issues organized by the coin contract they pertain to.
- If, however, Joe’s October 1 letter with the new payment terms was considered “a definite … expression of acceptance,” then a contract would have been formed at that point under the provisions of UCC § 2–207(1) and the terms of that agreement determined under UCC § 2–207(2). Analysis under that provision turns on whether both parties are merchants. MCDI is a merchant in the coin selling business as it regularly deals in goods of the kind [UCC § 2–104(1)] but Joe is an individual, not a merchant. As such, under UCC § 2–207(2) his proposed payment and shipment terms would only be proposals to the contract, and the terms of the offer are operative. If that is true, Joe is in the unusual situation for an individual where he simultaneously accepted and breached because he did not send a check with the acceptance. He could likely cure the breach by tendering a check within a reasonable period of time, but would not be entitled to the coin under the October 1 letter until he actually...
- Another issue is whether the October 16 letter from Willie could be considered a merchant’s firm offer. [UCC § 2–205] A merchant’s firm offer occurs when a merchant in a signed writing indicates that it is willing to hold an offer open. It is treated as an option contract, giving the offeree the right to purchase the item for the specified period of time (not to exceed 3 months) or, if no time is specified, for a reasonable period of time. The problem is that Willie does not promise to hold the offer open for Joe. There is a 30 day
- For clarification, Willie’s death was a bit of a red herring. Any contract was with MCDI, a company. Hence this was not a situation where there was the death of the offeror. [Restatement 2d § 48]
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Preface 9 results (showing 5 best matches)
- Another reason to take as many practice exams as possible is that there are only so many ways issues can come up. That is, while there are quite a few ways offer and acceptance issues can be raised, or restitution can be inquired about, the list is not infinite. The more questions you answer, the more you will be exposed to the different routes contracts issues arise. All the questions in this book have been actually given by Contracts Professors around the country.
- The second reason for the book is to review and teach Contracts principles. As you will discover, many of the explanatory answers provided in the book are far more detailed than would be necessary just to answer the question and far more detailed than would be possible to type or write under timed, exam conditions. Rather, they are designed to explain substantive contracts doctrine in easy-to-read, basic language, and to give you an analytical framework to address the issues tested when you encounter it again.
- The questions in book are split into two parts. In the first are exams that test issues which typically arise in the first part of a Contracts course. These are the issues that would likely be covered before your December exams (in a two semester course) or before your midterm (in a one semester class). The second part contains exams that are cumulative in nature, that is, they ask about some issues that are typically covered in the first half of a class, but the emphasis on the more sophisticated issues that typically arise in the second half of Contracts. Of course, different Professors take different routes in designing their classes, so to maximize the flexibility of this book as a resource for you, both a List of Issues for each question, and an Index of Issues is provided in the appendices at the end of the book to let you know which issues are tested in each exam, and where to find all the questions that deal with a particular topic, e.g., the parol evidence rule.
- Finally, a few tips on exam taking in Contracts:
- 2. If your Professor has told you a rule that is different from that set forth in this book, by all means use what your Professor says. There are majority and minority rules in Contracts, and legitimate disagreements between Professors as to the proper rule governing a certain area.
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Question 6 Part 2 4 results
- Diane owned a business that did a large amount of chrome plating of bumpers and other car parts for Chevy and Dodge. Her contracts with Chevy and Dodge were fixed-price contracts ($20 per bumper, $3 per hood ornament, etc.), so Diane always worried about increases in the price of chromium. The country of Endor was the major chromium producer in the world. Accordingly, Diane had followed the widely reported unrest in Endor since 2002. It is now 2008.
- It is now March 30. Diane has come to you for advice. Please advise her: (1) whether there is an enforceable contract for Hale of the chromium? (2) If there is, what should she do? If Diane tells you she believes the price of chromium will rise steadily between now and the end of May, what effect will that have on your advice to her?
- On February 18, tensions heightened in Endor. The market price of chromium accordingly went up by 15%. Diane immediately mailed a letter to Hal on February 18. In her letter: (1) she thanked Hal for his February 14 Confirmation of Sale; (2) said that he should ignore her February 15 letter; (3) stated that she was “looking forward to delivery of sixteen tons of chromium under our contract;” and (4) signed it “Your loyal customer, Diane.”
- In January of 2008, Diane decided to lay in a large stock of chromium, so she pulled out of her desk a brochure she had received the previous week from Hal, a dealer in metals. The brochure discussed various metals, including chromium, which Hal offered for sale, and it included a pre-printed Order Form. Diane filled in the blanks for her name (“Diane”), the type of metal she wanted (“99% pure chromium”), the amount (“sixteen tons”), and the delivery date (“May”). A clause in the middle of the form stated that “Buyer agrees to hold this offer open for 45 days, and Seller may accept at any time within the period.” Another clause in the form stated that the price for the chromium under the contract would be the closing price on the New York Commodities Exchange for the day on which the order was accepted. Diane signed on the signature line at the bottom of the form and mailed the order form to Hal on January 15.
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Half Title 1 result
Question 1 Part 2 5 results
- East could cancel the contract at any time if the text sent by Bub was unsatisfactory to East.
- BR: “I’ll e-mail you a contract, and we should be able to get you a computer within a few days after you sign it.”
- Thanks for your proposal. I accept. I note the upgrade to Mango Sherbet isn’t mentioned, but I’m assuming there was no room for it on the form contract. I’ll trust you to give it to me when it comes out. /s/ Professor Bub
- After the conversation, East’s President looked at the chapter Bub had submitted. He thereafter sent Bub a letter stating that East was cancelling the contract for “delay and unsatisfactory work.”
- Bub was satisfied with the contract he had negotiated and was given a check for $5,000. However, he was worried whether East, as a new company, would be in business and have the resources to pay him the remaining $45,000 nineteen months from now when the book was due to published. Accordingly, East brought in their financial investor, Moneybags, who wrote and signed an agreement providing he would “personally pay Bub $45,000 if East did not.”
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Question 10 3 results
- (a) Did Dennis have a valid contract to lease the house?
- (b) If Dennis did not have a valid contract to lease the house, can he recover the $1,000 from Pattie?
- Meanwhile, on November 24, Pattie leased the house to Dylan for calendar year 2010. Dennis showed up at the house mid-morning on January 1 with a moving van he had rented full of his possessions. Unfortunately for Dennis, Dylan had already moved in. Once Dennis assured himself that Dylan had a lease, he drove straight to his lawyer. The lawyer told Dennis that Dennis had no claim against Pattie. (Do not necessarily assume the lawyer was competent.) Dennis nevertheless sent a demand letter to Pattie, demanding $5000 in damages to settle his breach of contract claim. Pattie responded with the following letter:
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Title Page 1 result
Question 11 2 results
- Bluth comes to you for advice on September 15. Is there a contract? If so, what are its terms? Discuss. Assume there are no Statute of Frauds issues.
- $1.6 million dollars is a lot of money. It is much more than we expected, and frankly we think it is too high. However, we really need the earth mover and you seem very qualified to build one. Let us know when we can expect the machine; any time before January of next year will be okay. We expect to receive full warranties, including a warranty that the earth mover will do the job for us. We do not want to be limited to arbitration if there is a dispute, even though we know it is usual to have an arbitration agreement in these sorts of contracts. We are willing to deal with you only on the above terms.
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Question 9 3 results
- Sandra has now sued Bryan for damages for breach of contract. Will she prevail? Discuss. Assuming she prevails, what amount of damages will she recover? Discuss.
- On July 15, Bryan telephoned Sandra and said it did not look like he was going to be able to find a buyer for his Oak Street house, but that he would buy Sandra’s home anyway. Sandra said, “Great,” and told Bryan that she would go ahead and arrange for the carpet to be replaced. Sandra immediately called a carpet company and contracted with them to re-carpet the 123 Pine Street house for $4,000.
- On July 1, Sandra decided to sell 123 Pine Street, so she put a “For Sale” sign in the front yard. Bryan was driving through the neighborhood that day, saw the sign, stopped, and rang the doorbell. Sandra showed Bryan through the house, told him she was asking $160,000 for it, and told him she wanted to deliver the deed on September 1 and receive the $160,000 on the same day. She also said she would have the carpet replaced in the home before September 1. (The carpet would cost Sandra $4,000.) In response, Bryan asked if she would take $145,000 for the house. Sandra said she would have to think about it. Bryan told Sandra that he would not be able to buy her house unless he could find a buyer for his present house (on Oak Street). Bryan said, “If we do make a deal, could we understand that I have to buy your house only if by July 1 I have a contract with a buyer to buy my house on Oak Street?” Sandra said that would be “okay” with her.
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Appendix A. List of Issues Covered by Each Question 9 results (showing 5 best matches)
Question 12 2 results
Question 6 3 results
- (A) Did Stu have a valid contract to lease the condo from Owner?
- (B) Assuming there was no valid contract to lease the condo, can Stu enforce the promised payment of $500?
- ...of the school year, Stu called into a legal advice show he heard on the radio. After describing what happened, the lawyer hosting the show told Stu he probably didn’t have a case, but also told Stu, “Why not write this Professor anyway? You never know what will happen.” Stu took his advice and wrote Owner at Harvard. Owner wrote back, “My dear boy, you will soon learn in law school that you have no case against me. Don’t bother me again!” Stu was so incensed at being treated this way, he wrote back, “Professor, my studies convince me that I do have a case, and how would it look if the local press got wind next year when you were up for tenure that you treated a student so unfairly that the student felt he had to sue you for breach of contract and intentional infliction of emotional distress?” Owner wrote back, “OK, I will pay you $500 in full settlement of any and all claims you may have against me,” Sensing his first litigation victory, Stu immediately wrote back, “I accept...
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Question 13 3 results
- Illegality/Contracts against Public Policy
- The exams which follow in this part of the book test generally the following issues, which are typically covered during the first part of a Contracts course. (You should check both the “Index of Issues” and the “List of Issues” in the appendices at the end of the book to get a better idea of what is tested on each individual question and know that some questions have issues in addition to those set forth here):
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Question 8 1 result
- My attorney informs me that you are likely in breach of contract with respect to the Uncirculated 1934 Silver Dollar. Further, after doing some checking, I believe that $5,000.00 is far too high a price for it, and I would never consider paying it. Nonetheless, without waiving my rights to sue regarding the Uncirculated coin, please be advised that I am interested in purchasing the Extra Fine 1934 Dollar that you offered for sale last week. However, I would not consider paying anything more than $3,500.00 for it.
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Acknowledgments 1 result
- This Book is the result of much effort—much more than I could have done on my own. I would like to acknowledge and thank Kelly Cochran, Blake Williams and Ashton Riley, all Loyola Law School, Los Angeles Class of 2015 for all their hard work and for doing their best to ensure the Book will be helpful to Contracts students across the country.
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Question 8 Part 2 3 results
- under contract law
- On May 5, Tom’s purchased a new tow truck from Jordan’s Specialty Ford Trucks and Trailers (“Jordan’s”) for $50,000. Just before the contract was signed, Tom told Jordan he needed a reliable vehicle, and related a horror story about what happened a few weeks prior when one of his tow trucks got a flat tire on the way to the tow yard while towing an expensive luxury car and the driver discovered there was no spare tire. In response, Jordan promised personally to see to it that two spares were installed in the new tow truck. Nonetheless, Tom discovered yesterday that no spare tires were ever installed in the vehicle he purchased from Jordan’s.
- The purchase contract was only one page long and paragraph nine was set out in all capital letters as follows: “SELLER’S RESPONSIBILITIES UNDER THIS AGREEMENT ARE LIMITED SOLELY TO REPAIR OR REPLACEMENT, IN ITS SOLE DISCRETION, OF ANY DEFECTIVE PART OF SUBJECT VEHICLE FOR A PERIOD OF TWELVE MONTHS. IN NO EVENT WILL SELLER BE RESPONSIBLE FOR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY BREACH OF THIS AGREEMENT.”
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Dedication 1 result
- I would like to dedicate this Book to Friedrich Kessler, the Professor who introduced me to the fascinating world of contract law. He was an extraordinary man who both burnt a bright light as a teacher, and cast a long shadow as a scholar. Professor Kessler, on behalf of all of us who were fortunate to have you as their teacher, and for those who are following you in the practice of commercial law: Thanks.
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Question 4 1 result
- He took Buster to the Doggie Hotel (“DH”) where he entered into a contract for boarding Buster for two weeks at $350/week. The DH representative said that Buster looked pretty dirty and asked if Owen wanted Buster washed. Owen asked the price and was told it was $75. Owen, “That’s pretty high. I usually get him washed for $60.” DH representative, “Well, we like to think we’re really good.” Owen thought he didn’t want a dirty Buster coming home to his new kitchen said, “OK” DH representative, “Great, we’ll have him washed and ready in two weeks. Do other places in town really only charge $60 or were you just trying to see if I’d lower the price?” Owen, “Are you calling me a liar? Then forget it! I’ll wash him myself when he gets home.”
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About the Author 2 results
- Clinical Professor Robert Brain is a Honors Graduate of Stanford University in Biology, has an M.S. in biochemistry from Stanford, and was awarded his law degree from the University of California, Boalt Hall School of Law. He began his legal career in the litigation department of Gibson, Dunn & Crutcher, where he received a pro bono award from the Los Angeles County Bar Association for his work with Public Counsel, and represented the ACLU in a case before the U.S. Supreme Court. He later joined the faculty at Pepperdine University School of Law where he taught Contracts, Torts, Constitutional Law, Sales and Trial Practice. While at Pepperdine, he co-taught a course on the History of the Supreme Court with Chief Justice Rehnquist, tried cases on a volunteer basis for the Los Angeles District Attorney’s Office, and served as a commercial arbitrator for the American Arbitration Association.
- He later taught as a Visiting Professor at McGeorge School of Law before becoming a partner at the litigation firm of Howarth & Smith where he tried fraud, defamation, securities, products liability and assault matters, representing clients like the Republic of the Marshall Islands, Suzuki Motor Corporation and the victims of 9/11. He joined the faculty at Loyola Law School, Los Angeles in 2006 and has taught Contracts, Sales, Ethical Lawyering and Legal Research and Writing at Loyola. He has published three books on Contact Law, and is the co-author of the only casebook on Video Game Law in the United States. He has published articles on commercial law, video game law, and evidence and was a regular columnist for the
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- Publication Date: January 15th, 2014
- ISBN: 9780314286048
- Subject: Contracts
- Series: Exam Pro Series
- Type: Exam Prep
- Description: This Exam Pro consists of essay questions actually given by Contracts professors throughout the United States. Every question contains a detailed explanation, along with analytical steps explained in easy-to-understand, basic language, and a step-by-step guide on how to analyze each major issue. Both Professor “model” answers and student “actual” answers are provided to allow students to get a feel for all the issues that could have been discussed on some questions, and what is realistic for a student to actually answer under timed conditions. The Preface includes tips on how to take essay exams. A general “List of Issues” covered on each question is provided, so the student can decide whether or not to use a particular question given the course coverage in the student’s Contracts class. Similarly, an “Index of Issues” is provided so the student can easily find all the questions that deal with a particular substantive issue which allows for repetitive testing on a troublesome issue. Each answer includes cross-references to the applicable sections of the Restatement (Second) Contracts and the Uniform Commercial Code, and citations to the more important cases in Contracts law, allowing the student to easily match the subject matter of the question to his or her outline and class discussion. Cross-references are included in every answer to relevant portions of Sum & Substance: Quick Review of Contracts, allowing for easy reference if more substantive knowledge is either needed or desired.