High Court Summaries on Contracts (Keyed to Fuller)
Author:
Staff, Publisher's Editorial
Edition:
10th
Copyright Date:
2019
131 chapters
have results for High Court Case Summaries
Maxwell v. Fidelity Financial Services, Inc. 6 results (showing 5 best matches)
- (Feldman, C.J.) No. The court of appeals found that Maxwell (P) failed to establish an agency relationship between Fidelity (D) and National. The court reasoned that, absent such a relationship, Maxwell (P) could not defeat Fidelity’s (D) motion for summary judgment on grounds of novation. We fall to see the relationship between establishing agency and defeating a claim of novation or pursuing a claim of unconscionability in this case. Fidelity (D) stands in the shoes of National by virtue of both federal law and the terms of the contract to which it is a party. The consumer credit contracts between Maxwell (P) and Fidelity (D) clearly state that Fidelity (D) is subject to all claims Maxwell (P) may have against National. Thus, Maxwell (P) need not establish an agency relationship between National and Fidelity (D) to maintain a claim against Fidelity (D) for unconscionability or to overcome Fidelity’s (D) claim of novation. This court has previously acknowledged that the... ...court...
- Appeal from the court of appeals’ opinion affirming the trial court’s grant of summary judgment in favor of the defendant.
- SUMMARY JUDGMENT: Procedural device available for prompt and expeditious disposition of controversy without trial when there is no dispute as to material facts.
- ...to $5,733. In 1988, Maxwell (P) approached Fidelity (D) to borrow an additional $800 for purposes unrelated to the original loan. Maxwell (P) again signed all the forms, but instead of simply adding the $800 to Maxwell’s (P) outstanding balance, Fidelity (D) created a new loan contract. In all, Maxwell (P) financed the sum of $6,976 with this second loan, making her new payments, including interest, total nearly $17,000, or nearly one-half the value of her home [not the best idea]. Maxwell (P) continued to make payments until 1990, when she brought this declaratory judgment action seeking, inter alia, a declaration that the 1984 contract was unenforceable on the grounds that it was unconscionable. Following discovery, Fidelity (D) moved for summary judgment asserting, among other things, that the statute of limitations had run on Maxwell’s (P) claim of unconscionability and, if not, that the 1988 contract worked a novation, thereby barring any action by Maxwell (P) on the 1984...
- It is not clear why the court of appeals applied the test of “reasonable expectations,” as this test is more correctly associated with contracts of adhesion, not claims of unconscionability. This court previously noted the rule that “reasonable expectations” and unconscionability are two distinct grounds for invalidating or limiting a contract, and that even if the contract provisions are consistent with the reasonable expectations of the party, they are unenforceable if they are oppressive or unconscionable. Over the years, courts have refined the concept of unconscionability and identified several indicative factors. Under the procedural rubric come those factors bearing upon the real and voluntary meeting of the minds: age, education, intelligence, business acumen and experience, relative bargaining power, who drafted the contract, whether the terms were explained to the weaker party, whether alterations in the printed terms were possible, and whether there were alternative...courts
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Snyder v. Lovercheck 5 results
- Note that although the appellate court disagreed with the trial court’s reasoning, it upheld that court’s decision on other grounds. The higher court also upheld summary judgment for the defendants on the negligent misrepresentation claim, reasoning that a seller owes no duty of care to a buyer to ensure the accuracy of a representation made by the seller. Moreover, Snyder was not the average first-time home buyer who might benefit from a detailed explanation of all the terms in the sale contract; rather, he fancied himself a sophisticated purchaser and expressed no concern about the disclaimer language. Thus, in sum, the court held that buyers may assert claims if they have been defrauded in their purchase, but simple negligence will not relieve a buyer from a poor bargain. In addition, brokers must explain contracts they present in a manner commensurate with their clients’ sophistication.
- State appellate court review of the trial court’s decision granting summary judgment in the defendants’ favor.
- ...with the understanding that the problem was confined to about 100 of the 1,960 acres. The crops were planted at that time but not yet growing. The next day, the agents informed Snyder (P) that the acreage produced more wheat than the county average, and again indicated that the rye problem was limited to about 100 total acres. Snyder toured the property about ten to twelve more times before he made an offer, and ultimately purchased the farm for $526,500. The contract for sale indicated that Snyder (P) was “not relying upon any representations of the Seller or the Seller’s agents or sub-agents as to any condition which Purchaser deems to be material to Purchaser’s decision to purchase this property.” When the crops came up, the rye problem was not minor, but rather affected 1,800 acres, which decreased the farm’s value to $392,000 (per Snyder’s expert). Snyder sued the agents for breach of the contract of sale and negligent and fraudulent misrepresentation. The trial court...summary
- ..., J.) No. A perpetrator of fraud cannot close the lips of his innocent victim by getting him blindly to agree in advance not to complain against it. The effect of the disclaimer clause on pre-contractual misrepresentations poses significant questions of public policy. There are two prevailing views on the subject. One school of thought focuses on the sanctity of the right to contract, and holds that a party is bound by a disclaimer even if the contract was fraudulently obtained. The other latches onto the proposition that fraud vitiates all contracts, and holds that a party to a contract is not bound by a disclaimer if it was fraudulently obtained. Wyoming subscribes to the latter view. However, fraud must be established by clear and convincing evidence, and will never be presumed. Here, Snyder (P) presented no evidence of actionable fraud to the court. No one prevented Snyder (P) from inspecting the land himself; in fact, he visited it at least ten times before he bought it....
- Did the trial court properly hold that Snyder (P) could not maintain a fraudulent misrepresentation claim against the agents based on the disclaimer clause in the sale contract?
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Clark v. West 5 results
- CERTIFIED QUESTIONS: Method of taking a case from a lower court to a higher court for review of an issue.
- (Werner, J.) Yes. This is not a contract to write books in order that Clark (P) shall keep sober, but rather it is a contract containing a stipulation that he shall keep sober so that he may write satisfactory books. When we view the contract from this standpoint, it will readily be perceived that the particular stipulation is not the consideration for the contract, but simply one of its conditions which fits in with those relating to time and method of delivery of manuscript, revision of proof, citation of cases, assignment of copyrights, keeping track of new cases and citations for new editions, and other details which might be waived by West ...has been defined to be the intentional relinquishment of a known right. It is voluntary and implies an election to dispense with something of value, or forego some advantage which the party waiving it might at its option have demanded or insisted upon. This definition is supported by many cases in this, and other, states. The law of waiver...
- Case Vocabulary
- ACCOUNTING: Rendition of an account, either voluntarily or by order of a court.
- ...a new agreement to that effect based upon a good consideration. Clark (P), on the other hand, argues that the stipulation for his total abstinence was merely a condition precedent, intended to work a forfeiture of the additional compensation in case of a breach, and that it could be waived without any formal agreement to that effect based upon a new consideration. The theory upon which West’s (D) position seems to be based is that, even if it has represented to Clark (P) that it would not insist upon the condition that Clark (P) observe total abstinence from intoxicants, West (D) can still refuse to pay the full contract price for Clark’s (P) work. The inequity of this position becomes apparent when one considers that this contract was to run for a period of years, during a large portion of which Clark (P) was entitled only to the advance payment of two dollars per page, the balance being contingent upon publication of the books and returns from sales. Under this theory, West (D...
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- The state’s highest court also held in this case that the trial court properly instructed the jury. The jury was told that Sanders (P) had the burden of proving that FedEx (D) breached its contract with Sanders (P) by unreasonably refusing to approve the purchase of a new route, and that in deciding that issue the jury could consider the parties’ agreements surrounding the contract. FedEx (P) strenuously objected to the admission of such extrinsic evidence. The court concluded that the jury was able to consider both the contract and the extrinsic evidence to determine whether a contractual right existed.
- State supreme court review of an intermediate appellate court decision reversing a trial court judgment in the plaintiff’s favor.
- (Bosson, J.) Yes. The implied covenant of good faith and fair dealing protects the reasonable expectations of the parties to a contract arising from its terms. Every contract imposes a duty of good faith and fair dealing on the parties with respect to the performance and enforcement of the terms of the contract. The breach of this covenant requires a showing of bad faith or that one party wrongfully and intentionally used the contract to the detriment of the other party. The implied covenant of good faith and fair dealing requires that neither party to the contract do anything that will injure the rights of the other to receive the benefits of their agreement. Courts have recognized that evasion of the spirit of the bargain and interference with or failure to cooperate in the other party’s performance may constitute bad faith and violation the obligation of good faith in performance.
- FedEx (D) argues that the implied covenant of good faith and fair dealing must be tied to a specific clause or term in the contract. The court of appeals agreed with FedEx (D), but we do not. Sanders (P) acknowledges that the “right to sell” provision in the independent contractor agreement does not expressly provide him with a right to buy other routes. But, according to Sanders (P), FedEx (D) represented to him during their discussions that his business would not be limited to existing customers, and that he would have the ability to develop and grow his business by purchasing new routes. This understanding was
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Johnson v. Coss 5 results
- It is important to note that the court’s decision was not that the plaintiff lost the case, but rather that the defendant presented enough evidence, viewed in the light most favorable to him, to create a genuine issue of material fact that could not be resolved on a motion for summary judgment. When issues of material fact exist, the case must be returned to the trier of fact—judge or jury—so that all of the evidence can be presented and all of the arguments heard.
- State appellate court review of the trial court’s decision granting partial summary judgment to the seller.
- Did the trial court properly grant summary judgment in the seller’s favor?
- ...from benefiting from the fact that the condition precedent to his obligation failed to occur. The prevention doctrine operates as an exception to the general rule than one has no duty to perform under a contract containing a condition precedent until the condition occurs. The key question here is, did the condition precedent—Ford’s approval of the franchise transfer—fail because of an act for which Coss (D) was legally responsible? The prevention doctrine does not require proof that the condition would have occurred but for the wrongful conduct of the promisor, only that the conduct materially contributed to the non-occurrence of the condition. In this case, Ford would not approve the co-ownership arrangement and demanded additional capitalization, and Coss (D) could not comply with all of Ford’s requirements. Coss’s (D) attorney submitted an affidavit setting forth facts as to the efforts made, but yet the conditions could not be met. These alleged facts were sufficient...
- ...agreement was contingent on Ford Motor Company’s transfer of its franchise from Johnson (P) to Coss (D). The franchise transfer was dependent on Coss (D) hiring a manager to run the dealership who was acceptable to Ford. Coss (D) identified Goodrich as such a manager, and proposed a 50/50 ownership arrangement. Ford rejected that arrangement, indicating that it required a majority owner. Coss (D) revised the plan so that he would own 50.1%. Then Ford demanded personal financial information from each owner, and an additional initial capitalization of $1.476 million instead of the $1 million that Coss (D) had proposed. When it became clear to Coss’s (D) attorney that they would not be able to satisfy all of Ford’s demands, he wrote a letter to Ford and Johnson (P) informing them that, because Coss (D) could not meet Ford’s requirements, the purchase agreement was null and void. After receiving that letter, Johnson (P) sued for breach of contract. The parties cross-moved for summary...
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McGurn v. Bell Microproducts, Inc. 9 results (showing 5 best matches)
- While reading this case, it is important to keep in mind that the opinion involves appellate review of an order granting summary judgment. The court is not granting Bell (D) judgment on the merits, and it is not finding that McGurn (P) is not entitled to relief. Instead, it is holding that, on the facts in the record before it, the court cannot say that McGurn (P) is entitled to judgment as a matter of law.
- In or around April of 1998, Bell (D) concluded that McGurn’s (P) performance was not satisfactory. At some point after this determination was made, but before McGurn (P) was fired on August 3, 1998, McGurn’s (P) alteration of the offer letter was discovered. Upon learning of his termination after approximately 13 months at Bell (P), McGurn (P) conveyed to Clark his belief that his contract included a two-year termination clause. McGurn (P) sued Bell (D) for breach of contract. The parties filed cross-motions for summary judgment. The district court granted McGurn’s (P) motion and denied Bell’s (D) motion. The district court found that McGurn’s (P) alteration of the July 3 offer letter constituted a counteroffer which, in the circumstances of this case, Bell (D) had accepted by its silence.
- In sum, drawing all reasonable inferences in Bell’s (D) favor, as we must in reviewing the district court’s entry of summary judgment against Bell (D), we cannot say that the facts in the record compel a conclusion that Bell (D) noticed or should have noticed McGurn’s (P) modification of the offer letter, and that its silence, therefore, constituted an acceptance of McGurn’s (P) offer. Instead, those issues must be resolved by the factfinder at a trial. Reversed.
- REMOVAL: Transfer of a case from state court to federal court if the action could originally have been brought in federal court.
- Appeal from an order granting summary judgment in favor of McGurn (P).
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- The majority points out various terms in the contract that render suspect Beanstalk’s (P) interpretation that the joint-venture agreement falls within the licensing agreement’s scope. The dissent points out, however, that when reading the contract as a whole, although Beanstalk’s (P) claim is weak and might not survive summary judgment, this case was before the court on a motion to dismiss for failure to state a claim. A Rule 12(b)(6) motion is not a substitute for summary judgment, and courts should avoid the temptation to weed out weak claims by bending the Federal Rules of Civil Procedure.
- Federal circuit court review of a federal district court decision in the defendant’s favor.
- CASE VOCABULARY
- AM General (D), a motor-vehicle manufacturer, appointed Beanstalk (P) as its representative to negotiate licenses with others to use the “HUMMER” trademark. The representation agreement granted to Beanstalk (P) a 35% interest in all income earned by AM General (D) as a result of the licensing deals, as well as the sole right to veto any proposed license. Two years into the agreement, AM General (D) transferred the Hummer trademark to GM as part of a joint venture. Beanstalk (P) claimed a right to 35% of the consideration running from GM to AM General (D) for the value of the Hummer trademark. The federal district court granted AM’s (D) motion to dismiss, and Beanstalk (P) appealed.
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Walgreen Co. v. Sara Creek Property Co. 7 results (showing 5 best matches)
- (Posner, J.) Yes, in some cases. Damages are the norm in breach of contract cases. Many breaches are efficient in the sense that they allow resources to be moved into a more valuable use. If Sara Creek’s (D) breach is an efficient one, society will be better off if Walgreen (P) is paid its damages and Phar-Mor is permitted to move in rather than being kept out by an injunction. Injunctions are granted only when a plaintiff’s damages remedy is inadequate, so as to allow for efficient breaches. Sara Creek (D) argues that Walgreen’s (P) damages remedy is not inadequate as the projection of business losses due to increased competition is a routine exercise in calculation. Sara Creek (D) argues that damages representing either the present value of lost future profits or the diminution in the value of the leasehold have either been awarded or deemed the proper remedy in a number of reported cases for breach of an exclusivity clause in a shopping center lease. If it is true, however, that...
- reaffirms the general rule that damages are the norm in breach of contract cases, and specific performance should only be ordered when awarding monetary damages will result in irreparable damage to the aggrieved party. also instructs the reader regarding the role of the parties and the courts with respect to the remedy of specific reminds us that because there exists a presumption that damages will be a sufficient remedy, the party seeking specific performance has the burden of showing that damages are inadequate and the presumption should not apply. If the party does not carry that burden, then damages will be the default remedy. The court must balance the costs and benefits of awarding damages with those attaching to specific performance to determine which is appropriate. On appeal, the appellate judges determine whether the trial court “exceeded the bounds of permissible choice” in making its decision.
- Appeal to the Seventh Circuit Court of Appeals of a federal district court decision granting a permanent injunction against a mall owner who sought to breach an exclusivity contract with one of its tenants.
- DAMAGES, NOT SPECIFIC PERFORMANCE, ARE THE NORMAL REMEDY IN BREACH OF CONTRACT CASES
- Case Vocabulary
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Darner Motor Sales v. Universal Underwriters 7 results (showing 5 best matches)
- Appeal to the Supreme Court of Arizona challenging the decision of the court of appeals, which upheld the trial court’s grant of summary judgment on the ground that the insured could not complain of terms of a policy he failed to read.
- ...lessees also be covered in amounts of $100,000 and $300,000. Darner (P) also averred that, when it complained that the U-Drive policy provided lessees with only the 15/30 coverage, Doxsee (D) informed Darner (P) that the excess coverage was unnecessary because the umbrella policy provided the extra coverage Darner (P) sought. After the renewal and alleged discussions with Doxsee (D), one of Darner’s (P) lessees struck a pedestrian. The lessee was found liable for damages amounting to $60,000. When the lessee turned to Universal (D) for coverage he was told that the policy limits were 15/30. Darner (P) was found liable to the lessee for the difference, because the lease agreement provided for 100/300 coverage. Darner (P) then sought indemnification from Universal (D) and Doxsee (D), but was refused on the ground that the umbrella policy’s 100/300 limit was not applicable to lessees. Darner (P) then sued on theories of estoppel, reformation, negligence and fraud. The trial court...
- (Feldman, J.) No. The drafter of a standardized contract of adhesion has the duty to point out any terms or provisions he reasonably believes would cause the other party, after a careful reading of the term, to refuse to sign the contract. The holding of the court of appeals was based on the principle that an oral agreement cannot vary the terms of a written contract. However, application of ordinary rules of contract construction may produce illogical results where standard form contracts are used. In recognition of this courts have used several methods to circumvent the parole evidence rule. One of these is to construe ambiguities against the drafter. The problem with this approach is that courts will often strain to find ambiguities which, in reality, do not exist. Some courts also employ the “reasonable expectations” test, which, as its name suggests, attempts the realization of the reasonable expectations that have been induced by the making of a promise. The problem with this...
- Consumer transactions, such as renting or leasing cars, applying for bank loans, and purchasing cellular phone service, in addition to countless others, are all governed by standardized contracts of adhesion. Most of the contractual terms, if not all, are rarely subject to negotiation. Furthermore, apart from essential terms regarding price, delivery, and effective dates, most consumers fail to read the provisions of these contracts. It is this failure to read standardized forms that gives rise to the most significant problem—the existence of objective assent without any subjective assent. Courts have struggled to police the standard form contract. The traditional rules of construction prove to be inadequate tools for interpreting standardized contracts. The Arizona Court here rejects the parole evidence rule as out of touch with modem business practices. The parole evidence rule assumes that the written agreement is the best evidence of the content of the contract. This assumption is
- Case Vocabulary
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- ...Can Company, owned primarily by Doliner (D). The parties reached agreement on the price, but other items were not agreed upon, such as the form of the acquisition. It became necessary to recess the negotiations for several weeks. Hunt (P), concerned that Doliner (D) might use its offer to solicit a higher bid from a third party, demanded an option to purchase the Doliner (D) stock. Doliner (D) signed the option, which provided the price, last date on which the option could be exercised, and the time for delivery of the stock if the option was exercised. Doliner (D) contends that he understood that the option was only to be used in the event that he solicited an outside offer, and that Hunt (P) insisted the option be signed in unconditional form or else negotiations would terminate. Hunt (P) contends that there was no condition. Upon resuming negotiations, the parties failed to reach an agreement and the option was exercised. [We knew that was going to happen didn’t we.]...
- (Steuer, J.) No. We hold that the parol evidence rule will not bar a prior agreement or a contemporaneous oral agreement that explains or supplements a written agreement by evidence of consistent additional terms, unless the writing was intended as a complete and exclusive statement of the terms of the agreement. The Uniform Commercial Code (UCC) § 2–202 sets forth the parol evidence rule as follows: “Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented . . . (b) by evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement.” In this case, the term—option was...
- SUMMARY JUDGMENT: Judgment entered after granting a legal motion for summary judgment in which party requests that the judge enter judgment, before trial, on the grounds that the action has no merit or there is no defense to the action.
- Case Vocabulary
- that parties in a similar situation would have included the term in the writing. “It is not sufficient that the existence of the condition (i.e., the additional term) is implausible. It must be impossible.” By adopting the UCC approach here, the court is willing to consider extrinsic evidence to determine the actual intention of the parties.
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Neri v. Retail Marine Corp. 6 results (showing 5 best matches)
- The U.C.C. permits the recovery of lost profits in all appropriate cases, which would include all standard priced goods. Additionally, in all cases the seller may recover incidental damages. Neri’s (P) right to restitution was established at Special Term upon the motion for summary judgment, as was Retail Marine’s (D) right to proper offsets, in each case pursuant to § 2–718. The only question before this court, following the assessment of damages at Special Term, was the proper measure of damages to be applied. The conclusion is clear that the measure of damages provided in subsection (1) was inadequate to put the seller in as good a position as performance would have done and, hence, the seller is entitled to “its profit (including reasonable overhead) together with any incidental damages, and due allowance for costs reasonably incurred.” The court here had a relatively simple decision once the applicable statute and measure of damages was identified.
- ...under the provisions of this Article “other than subsection (1).” Among the provisions of “this Article other than subsection (1)” are those to be found in section 2–708, which the courts below did not apply. Subsection (1) of that section provides that the measure of damages for non-acceptance or repudiation by the buyer is the difference between the market price at the time and place for tender and the unpaid contract price together with any incidental damages provided in this Article, but less expenses saved in consequence of the buyer’s breach. However, this provision is made expressly subject to subsection (2), which provides that if the measure of damages provided in subsection (1) is inadequate to put the seller in as good a position as performance would have done then the measure of damages is the profit (including reasonable overhead) which the seller would have made from full performance by the buyer, together with any incidental damages provided in this Article...
- ...contract because Neri (P) was to undergo surgery and hospitalization and would therefore be unable to make any payments [bad timing!]. The boat had already been ordered from the manufacturer and was delivered to Retail Marine (D) at or before the time the letter was received. Retail Marine refused to refund Neri’s (P) deposit, and this action to recover it was commenced. Retail Marine (D) counterclaimed, alleging Neri’s (P) breach of the contract and Retail Marine’s (D) resultant damages of $4,250. Upon motion, Retail Marine (D) had summary judgment on the issue of liability, and the Special Term directed an assessment of damages, upon which it would be determined whether Neri (P) was entitled to the return of any portion of the down payment. Upon trial, it was shown that the boat ordered and received by Retail Marine (D) in accordance with Neri’s (P) contract was sold four months later to another buyer for the same price as that negotiated with Neri (P). Neri (P) argues that...
- Case Vocabulary
- Appeal from the Appellate Division’s affirmance of the trial court’s judgment in favor of the plaintiff.
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Aetna Casualty and Surety Co. v. Murphy 7 results (showing 5 best matches)
- Appeal to the Supreme Court of Connecticut challenging the judgment of the trial court, which granted the third-party defendant’s motion for summary judgment.
- There are several doctrines that may excuse satisfaction of an express condition. Among these are impossibility, unconscionability, estoppel, and waiver. This case demonstrates a fifth doctrine unique to the area of express conditions. Many courts excuse a party’s failure to fulfill an express condition after a weighing of the equities. The for such equitable relief is a showing that no material harm resulted from the failure. As do the majority of courts that allow excuses based on these grounds, the Connecticut court places the burden on the party seeking excuse to make such a showing. Nevertheless, the mere lack of resulting harm does not always lead to excuse. The most compelling case for equitable relief occurs when the party seeking excuse shows that no material harm resulted from his failure
- On the ground that its insured failed to comply with the notice provisions in his policy, an insurance company filed a motion for summary judgment when it was impleaded as a third-party defendant in an action brought against the insured.
- (Peters, C.J.) Yes. An insured who belatedly gives notice of an insurance claim can nonetheless recover on the insurance contract by rebutting the presumption that his delay has been prejudicial to the insurance carrier. This case confronts us with two competing legal principles. The first is that express conditions must be literally satisfied before the duty to perform will arise. The second is that the law disfavors forfeitures. Judge Cardozo once stated that the determination of whether literal fulfillment must be enforced involves a weighing of several factors, including the purpose to be served, the excuse for the failure, and the hardship involved. In this case, three considerations are central. First, the insurance policy was issued as a contract of adhesion. Nothing in the record suggests that the notice provisions were brought to Murphy’s (D & P) attention or that the terms were subject to negotiation. Second, literal enforcement would cause a total forfeiture to Murphy (D...
- Aetna Casualty and Surety Company (Aetna) (P) brought an action against George Murphy (D & P), a dentist and tenant in a building Aetna (P) insured, to recover for damage Murphy (D & P) allegedly caused to the building. Although Murphy’s (D & P) insurance policy required him to give prompt notice of claims and immediately forward any summons or process received, Murphy (D & P) failed to give its insurer, Chubb (D), notice of the claim for three years. Murphy (D & P) filed a third-party complaint impleading Chubb (D). Chubb (D) subsequently filed and was granted its motion for summary judgment on the ground that Murphy (D & P) inexcusably and unreasonably failed to comply with the notice provisions of the insurance contract. In his appeal, Murphy (D & P) admitted his failure to comply with the provisions but argued that an insurer may not deny coverage on the basis of untimely notice if it does not show that it was prejudiced by the delay.
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Ardente v. Horan 2 results
- Appeal to the Supreme Court of Rhode Island challenging the judgment of the trial court granting the defendant’s motion for summary judgment.
- The general issue presented here was whether a counter-offer was actually made. The court notes that a conditional acceptance is a counteroffer. The precise issue of whether an acceptance is conditioned or merely accompanied by collateral inquiries is determined on the particular facts and circumstances. It is difficult to tell from the language of Ardente’s (P) letter whether he intended the items to form part of the bargain. The court here was willing to resolve the ambiguity in favor of the offeror. The holding is consistent with that of most courts, which require an offeree making inquiries or requests to clearly state his intent to accept, without regard to the collateral issues. As an aside, the court, in a footnote, states that this case could have been resolved based on the statute of frauds, which requires contracts for the sale of real estate to be in writing and signed by the party against whom enforcement is sought. Neither of these requirements was met in this case.
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Market Street Associates v. Frey 6 results (showing 5 best matches)
- Appeal to the Seventh Circuit Court of Appeals of a federal district court decision granting summary judgment in favor of the breaching party in a breach of contract action on the ground that the non-breaching party acted in bad faith in creating the breach.
- court did not say that the duty of good faith requires the parties to this contract to simply act in good faith toward one another, but it actually requires the lessee to inform the lessor of its intention to enter into the type of negotiations contemplated in paragraph 34 of the lease. In other words, the duty of good faith can create context-specific provisions whose language is specifically designed to effectuate the general goals of the duty of good faith. Second, also reminds the reader that when good faith is the primary issue in a case, and arguments can be made both for and against its existence, summary judgment is not an option. Third, stresses the importance of the duty of good faith in post-contractual situations. Indeed, the court points out that the obligation to perform in good faith is much more potent and critical than the obligation to negotiate the formation of a contract in good faith. Finally, ...good faith. As the court points out, good faith is not the...
- ...contract, it had a duty to give reasonable consideration to any demand for financing. In not doing so here it breached the contract, and it would be inappropriate for us to rule in favor of GE Trust (D) because its breach resulted in a lack of negotiations. MSA (P) argues that it could not have breached the contract because nowhere does the contract require it to expressly state that it is seeking the negotiations called for in paragraph 34 or otherwise alert the lessor to the consequences of his failing to give reasonable consideration to granting the request. This may be true, but it is not dispositive as the duty of good faith may have required MSA (P) to do so. In other words, as GE Trust (D) argues, the duty may have read into the lease a provision requiring MSA (P) to remind GE Trust (D) of the lease. A court has to have a reason to interpolate a clause into a contract. The only reason that has been suggested here is that it is necessary to prevent MSA (P) from reaping...
- When strong arguments can be made in support of the propositions that a person did and did not act in good faith with respect to the performance of a contract, is summary judgement appropriate for either side?
- ...one of its Milwaukee leases to Market Street Associates (MSA) (P). In 1988, MSA was approached by a drugstore that wanted to open a store in the shopping center, provided MSA (P) built it a place to do so. MSA (P) looked around for financing, and eventually approached GE Trust (D) about the matter. GE Trust (D) was very unresponsive, but eventually turned down MSA’s (P) request for $2 million in improvements to the shopping center (it had a policy of avoiding any investments worth less than $7 million). During the failed negotiations, MSA (P) referred to the lease, but did not specifically mention paragraph 34. Finally, on September 27, 1988, MSA (P) sent GE Trust (D) a letter stating that it was exercising the option contained in paragraph 34 of the lease, which would allow it to repurchase the property. GE Trust (D) refused to sell for the $1 million price that the contract formula specified (it was willing to sell for $3 million), and MSA (P) filed suit in federal court...
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Jacob & Youngs v. Kent 6 results (showing 5 best matches)
- Appeal to the Court of Appeals of New York (the State’s highest court) of an appellate court reversal of a trial court decision granting a directed verdict in favor of a homeowner who refused to pay the builders of his home.
- (Cardozo, J.) Yes. The omission of the prescribed brand of pipe was neither fraudulent nor wilful; it was the result of oversight and inattention. We think that if the evidence of similarity of the brands had been admitted, it would have shown that the defect was insignificant in relation to the cost and work that would be required to remedy it. Courts have never said that one who makes a contract fulfills his obligations thereunder by less than full performance. However, an omission both trivial and innocent may sometimes be atoned for by mere payment of the resulting damage, and will not always be considered a breach of contract. Where the line is to be drawn between what omissions are important and which are trivial depends on the circumstances of the case. Substitution of equivalents may not have the same significance in fields of art on the one side and those of mere utility on the ...implied by law as a condition. In this case, we think the measure of the allowance is not...cases
- Case Vocabulary
- When a contractual obligation is substantially though not fully performed, the omission made in the attempted fulfillment of the contract is trivial, and the cost of fixing that omission would be great, a court may order as damages payment of the difference in value between the fulfillment of the contract as completed and the fulfillment as contemplated under the contract instead of the cost of fixing the omission.
- When an omission made in the fulfillment of a contract is trivial, and the cost of fixing that omission would be great, may a court order as damages payment of the difference in value of the ultimate performance resulting from the omission instead of payment of the cost of fixing the omission?
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DePrince v. Starboard Cruise Services, Inc. 9 results (showing 5 best matches)
- Starboard (D) contends that a two-prong test for pleading and proving a unilateral mistake is the test that should be applied. The two-prong standard states that a court may rescind an agreement based on unilateral mistake if the mistake did not result from an inexcusable lack of due care, and defendant’s position did not so change in reliance that it would be unconscionable to set aside the agreement. The two elements in the two-prong test are in substance nearly identical to two of the four prongs relied upon by this Court. Important to this case, however, is the fact that both the two-and the four-prong tests require that the party seeking to invoke a unilateral mistake of fact as an affirmative defense establish that he was not unduly negligent in forming the contract. As explained above, a genuine question of fact remains regarding whether Starboard (D) was negligent in this case, thereby precluding summary judgment under the two-prong standard as well.
- We therefore conclude that while some may claim that diamonds are forever, the same cannot be said of the trial court’s summary judgment order. Reversed and remanded.
- ...of the size of the diamond he was interested in purchasing and the pricing information contained in the email, telling him that the purchase prices for the diamonds were $235,000 and $245,000 respectively. DePrince (P) told Rusan that he was interested, but that he would like to take some time to think about the purchase. DePrince (P) spoke with his life partner, Crawford, a certified gemologist, and also DePrince’s (P) sister, Carolyn, who holds the highest available degree in gemology. Both advised DePrince (P) against making the purchase, telling him that the sale price was too good to be true and that the price for a diamond that large should be at least $2 million. DePrince (P), however, ignored their advice and opted to complete the transaction. Rusan prepared and signed a one-page sales agreement that listed the total price for the diamond at $235,000 plus a $25 shipping charge. DePrince (P) made an initial down payment of $125,000 on the spot and paid the... ...for summary...
- unconscionability defense focuses on the parties to the contract and the circumstances surrounding the formation of the contract. In essence, procedural unconscionability requires proof that one party had such an extreme advantage with respect to bargaining power, experience, or some other important characteristic that the other party to the contract was not given a “meaningful choice” to refuse the contract terms. Conversely, the substantive aspect of an unconscionability defense focuses on the terms of the contract itself. To find that a contract is substantively unconscionable, a court must find that the terms are “so outrageously unfair as to shock the judicial conscience.” In this case, Starboard (D) never asserted a full-fledged unconscionability defense in its motion for summary judgment. Rather, Starboard (D) seems to assert “unconscionability” as an element or factor—it is unclear which—in establishing its unilateral mistake defense.
- Lastly, Florida’s new jury instruction sets out a three-prong test for unilateral mistake. This particular three-prong test has not been adopted or cited by any Florida decision to date. Even if it were the law in Florida, Starboard should not have prevailed on its summary judgment motion, because that test requires that the party seeking to assert the unilateral mistake defense show that it did not bear the risk of the mistake. The contract in this case does not assign the risk to either party, and factual questions certainly remain as to whether Starboard (D) should have known at the time it formed the contract that it had insufficient information to facilitate such an expensive transaction.
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MCC-Marble Ceramic Center, Inc. v. Ceramica Nuova d’Agostino 7 results (showing 5 best matches)
- The lower court here had adopted the usual standard of the common law that evaluates the existence and terms of a contract solely on the basis of the objective words and actions of the parties. As the appeals court finds, however, the UN Convention permits evidence of the subjective intent of the parties in making a contract. Under the UN Convention, a party’s actions and statements (including a written contract it has signed) must be interpreted according to the party’s subjective intent where the other party to the contract knows or could not have been unaware of that party’s true intent. In this case, there was evidence of the true subjective intent of both parties. The affidavits were enough evidence to raise a material issue of fact sufficient to avoid summary judgment.
- (Birch, J.) Yes. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (“UN Convention”) [International law governing contracts for the sale of goods involving parties whose places of business are in different signatory countries] governs their dispute. Contrary to what is familiar practice in United States courts, the UN Convention permits a substantial inquiry into the parties’ subjective intent, even if the parties did not engage in any objectively ascertainable means of registering this intent. The UN Convention instructs courts to interpret the statements and other conduct of a party according to the party’s intent, as long as the other party knew or could not have been unaware of that intent. Here, MCC (P) has submitted three affidavits that contend that the parties subjectively intended not to be bound by the terms on the back of the order form signed by MCC (P). The lower court focused on interpreting the parties’ statements...
- Appeal of a grant of summary judgment dismissing a claim seeking damages for breach of contract and awarding damages in a counterclaim for breach of contract.
- AFFIDAVIT: A written statement of facts known to a person signed under oath and subject to the penalties of perjury. It is often submitted to present facts that would counter a summary judgment motion.
- ...MCC delayed payment or defaulted. D’Agostino (D) also raised a counterclaim against MCC (P), seeking damages for MCC’s (P) failure to pay for several tile deliveries. In response to the counterclaim, MCC (P) asserted that the tile it had received was of a lower quality than what it had contracted for and that under applicable international law, it was entitled to reduce payment in proportion to the defects found. D’Agostino (D) noted that the back of the contract form required MCC (P) to complain about any defects in writing by certified mail within 10 days of receipt of the tile. D’Agostino (D) argued that, since no written complaint had been made, MCC (P) was required to pay for the lower quality tile. In response to D’Agostino’s (D) motion for summary judgment on the claim and counterclaim, MCC (P) submitted an affidavit from Mozon stating that MCC (P) had no subjective intent to be bound by the terms on the back of the order form and that D’Agostino (D) was aware of this...court
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Raffles v. Wichelhaus 8 results (showing 5 best matches)
- COURT OF EXCHEQUER: A trial level court which existed until 1873. Its jurisdiction was subsequently turned over to the Exchequer Division and then the Queen’s Bench Division of the High Court of Justice.
- Notice that the opinions of Mellish and Milward appear in reverse order in your book. Nonetheless, Mellish’s opinion is the decision of the court and Milward’s opinion is, in essence, the dissent. Note also that the rule of law announced by the court is meant for the exceptional case. Usually, courts require the objective intent of the parties to govern the interpretation of a contract. Occasionally, though, a crucial term in the contract is subject to differing interpretations. If the parties actually interpreted an ambiguous term in different ways, the contract can be voided. Much of the debate regarding this case centers on the importance of the ship’s identity to the contract. It has been argued that Milward’s approach was actually contrary to trade practice at the time. He suggests that the identity of the ship was unimportant as long as the cotton arrived as promised. However, it was apparently common practice for parties to identify a particular ship and a particular arrival...
- Case Vocabulary
- EXCHEQUER COURT VOIDS A CONTRACT THAT HINGED ON AN AMBIGUOUS TERM
- Decision of the Court of Exchequer on a breach of contract action.
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Coppola Enterprises, Inc. v. Alfone 4 results
- Although Coppola (D) argued the absence of bad faith in this case, it seems reasonable to assume that the intervening time and increase in value of the property made it far more appealing to sell Alfone’s (P) home to someone else for a higher price. If that was Coppola’s case on which the court relied involved a different factual scenario, in which an elderly man suffering from dementia forgot he sold certain property and re-sold it to someone else months later. Those facts are more convincingly lacking in bad faith than a scenario in which a major Florida developer re-sells the same property for a significant profit.
- , we held that when a vendor is unable to perform a prior contract for the sale of land because of a subsequent sale of the same land, he is, to the extent of any profit in the subsequent sale, a trustee for the prior vendee and accountable to the vendee for any profit. The district court was therefore correct in awarding damages to Alfone (P) in the amount of the profit made by Coppola (D) on the subsequent sale. After the significant construction delays in this case, Alfone (P) was entitled to reasonable time to acquire the funds necessary to complete the sale, but she was not afforded that opportunity. Once Coppola (D) breached its contract with Alfone (P) and became unable to perform due to sale to the subsequent purchaser, Alfone became entitled to damages equal to Coppola’s profits. It does not matter whether Coppola (D) acted in good or bad faith. A seller may not profit from his breach of contract with a buyer, even absent proof of fraud or bad faith, when the breach is...
- Alfone (P) contracted with Coppola Enterprises (D) to purchase a lot on which Coppola (D) would build a home for Alfone (P). Alfone (P) put down a ten-percent deposit. The home was to be completed during the winter of 1978 to 1979, but due to construction delays it was not completed until the summer of 1980. Upon being informed of the imminent closing, Alfone (P) did her best to secure financing, but she was not able to do so in time. Despite her attorney’s request that she be given more time, Coppola (D) took the position that time was of the essence and sold the property to someone else for about $70,000 more than Alfone (P) had contracted to pay. Alfone (P) sued, and the trial court awarded her damages in the amount of the increase in sale price, plus prejudgment interest. The court of appeal affirmed, and Coppola (D) appealed to the Florida Supreme Court.
- Case Vocabulary
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- Hancock (P) and others represented a class of customers dissatisfied with the digital communications services (including digital TV, VOIP, and high-speed Internet) provided by the defendants. The plaintiffs asserted claims in Oklahoma federal court under RICO and state law. The defendants filed a motion to dismiss, citing the forum selection clause, arguing that the case should be heard in the Western District of Texas. A second motion raised the arbitration clause in the parties’ agreements. The district court granted the defendants’ forum-based motion to dismiss on the TV and VOIP claims, as well as the motion to dismiss based the Internet-related claims based on the arbitration clause, compelling arbitration of those claims. The plaintiffs appealed, arguing that they did not knowingly consent to the forum and arbitration terms and thus they should not be enforced against them.
- case relied on by the plaintiffs, the Second Circuit ruled that users of Netscape’s website were not bound by an agreement to arbitrate included in the terms of use, because users would not have seen Netscape’s terms without scrolling down their computer screens, and there was no reason for them to do so. The court held that an offeree is not bound by inconspicuous contractual provisions of which he or she is unaware when they are contained in a document whose contractual nature is not obvious, regardless of an apparent manifestation of consent.
- case, but the presentation of terms here is in stark contrast to that case, where consumers had no visible notice of accompanying terms and no indication that terms were being accepted. In this case, customers were given notice of the terms and had to affirmatively manifest asset by clicking “I Acknowledge” and “I Agree” buttons. We see no reason that the clickwrap agreements used in this case would not be valid and enforceable under Florida and Oklahoma law.
- Federal circuit court review of a federal district court decision granting the defendants’ motions to dismiss and compelling arbitration.
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Norcon Power Partners v. Niagara Mohawk Power Corp. 6 results (showing 5 best matches)
- CERTIFICATION/CERTIFIED QUESTION: The process by which a Federal Court of Appeals asks the highest court in a State to clarify the State’s law governing a particular matter.
- ...30 days; likewise, if Niagara (D) owed by virtue of underpayment, it had to fully pay the balance at the end of the thirty-day period. In February of 1994, Niagara (D) sent Norcon (P) a letter stating its belief that, based on revised avoided cost estimates, Norcon was going to owe Niagara (D) a substantial amount because of the credits that would accrue in Niagara’s (D) favor during the second period. The revised analysis showed that Norcon (P) would owe Niagara (D) in excess of $610 million dollars by the end of the second period. Niagara (D) was worried that Norcon (P) would not be financially capable of reimbursing Niagara (D) at the end of the contract period. In the letter, Niagara (D) demanded that Norcon (P) provide adequate assurance that it would be able to meet its future repayment obligations. Norcon (P) promptly sued Niagara (D) in federal court claiming that Niagara (D) had no legal right to demand adequate assurance under the contract involved. Norcon (P)...
- ...the need for the doctrine of adequate assurance in exceptional and qualifying cases even when the contract is outside the scope of the UCC. In contracts governed by the UCC, a party who has reasonable grounds for insecurity with respect to the other party’s ability or willingness to perform, the first party is entitled to demand adequate assurance of future performance. UCC § 2–609. The party making the demand is justified in suspending its own performance until adequate assurance has been provided. After receipt of a justified demand for adequate assurance, a party who fails to provide it within thirty days is deemed to have repudiated the contract. The essential purpose of Section 2–609 is to ensure that the contract is actually carried out. The section recognizes that parties to a contract have a right to rely on one another’s promise to perform, and provides a protective measure when one party reasonably becomes uncertain about the other’s future performance. Some states have...
- Certification of a question by the United States Court of Appeals, Second Circuit, to the Court of Appeals of New York.
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Garwood Packaging, Inc. v. Allen & Company, Inc. 6 results (showing 5 best matches)
- Ordinarily the question whether a plaintiff reasonably understood a statement to be a promise is a question of fact and so cannot be resolved in summary judgment proceedings. But if it is clear that the question can be answered in only one way, there is no occasion to submit the question to a jury. This, we believe, is such a case. Affirmed.
- The question of whether reliance is “reasonable” is akin to the question of a witness’s credibility. Do you believe the witness is telling the truth? Similarly, do you believe the reliance was reasonable? Ordinarily, credibility questions are not resolved in summary judgment proceedings, and are rarely addressed in appellate review. The court here is willing to uphold the district court’s determination of reasonableness, even while acknowledging that such a determination is ordinarily for the finder of fact.
- Appeal from an order granting summary judgment in favor of Allen (D).
- ..., J.) Yes. The promise relied on to trigger an estoppel must be definite in the sense of being clearly a promise and not just a statement of intentions. While the terms of such a promise need not be as clear as a contractual promise would have to be in order to be enforceable, the vaguer the alleged promise the less likely it is to be found to be a promise. And if it is really vague, the promisee would be imprudent to rely on it, since he or she wouldn’t know whether reliance was worthwhile. The broader principle is that the promisee’s reliance must be reasonable; if it is not, then not only is he or she the gratuitous author of his own disappointment, but probably there wasn’t really a promise, or at least a promise intended or likely to induce reliance. The “promise” would have been in the nature of a hope or possibly a prediction rather than a commitment to do something within the “promisor’s” power to do. The “promisee” would, if sensible, understand this. In this case, there...
- An investor told a client that he would complete a deal “come hell or high water,” and the client claimed that the investor was bound by promissory estoppel.
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Howard v. Federal Crop Insurance Corp. 6 results (showing 5 best matches)
- Appeal to the Fourth Circuit challenging the decision of the district court, which granted the defendant’s motion for summary judgment.
- The first point discussed by the court here is the fact that the provision at issue was not labeled as a condition, even though other provisions expressly included the term “condition precedent.” Courts will generally find the lack of labeling persuasive where other provisions are expressly labeled as conditions. The court also relies on the fact that subparagraph 5(f) contained prohibitive, not conditional, language. The last factor relied on by the court is one that is most often the determinative issue. What will really convince a court one way or another is the magnitude of the interest the provision seeks to protect. Courts will attempt to determine whether, under the facts, the condition is essential for the party claiming its performance is conditional. In other words, the court will ask if the interest the party is seeking to protect by conditioning performance can reasonably be deemed a “deal breaker.” The Fourth Circuit opined that the FCIC’s (D) interest in making an...
- Case Vocabulary
- COURT WILL NOT INTERPRET A CONTRACT AS IMPOSING A CONDITION TO PERFORMANCE UNLESS THE PARTIES’ INTENT TO DO SO IS CLEAR AND UNAMBIGUOUS
- (Widener, C.J.) No. Contractual language will not be construed as a condition to performance in the absence of language plainly requiring such construction. If subparagraph 5(f) creates a condition precedent, its violation would cause the Howards (P) to forfeit payment on their claim; if it creates a promise, the FCIC (D) may recover from the Howards (P) whatever damage to their inspection was caused by destruction of the property. Because the law disfavors forfeitures, it is well settled that contractual language will not be construed as a condition to performance in the absence of language plainly requiring such construction. For the following reasons we find that subparagraph 5(f) created a promise and not a condition. First, whereas subparagraph 5(b) expressly includes the term “condition precedent,” such labeling is completely missing from subparagraph 5(f). Although a failure to use the term “condition precedent” is not determinative in all cases, we find it persuasive in this
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Spaulding v. Morse 8 results (showing 5 best matches)
- George Morse (“George”) (D) and his wife Ruth divorced. They entered into an agreement under which Ruth would have custody of their son, Richard, and George (D) would pay $1200 a year ($100 a month) to a trustee for Richard’s benefit. The agreement provided that, once Richard graduated from high school and entered college or some higher institution of learning, George (D) would cease his $100 a month payments, but would pay to the trustee $2200 a year for the period of Richard’s higher education, not to exceed four years. In 1946, Richard completed high school and was immediately inducted into the army. Spaulding (P), the trustee, sued George (D) to require him to continue paying $100 a month for Richard while he was in the army. The trial court held for the trustee and ordered George (D) to pay the amount that had accrued since Richard’s entry into the army and to continue paying $100 a month until Richard entered college. George (D) appealed.
- ...contract should be interpreted with a view to the circumstances of the parties at the time the contract was executed, in light of the pertinent facts within their knowledge, in order to give effect to the purposes sought to be achieved from the contract. An omission to express an intention cannot be supplied by speculation. However, if the instrument as a whole shows that a particular result was desired, but not expressed by formal words, that defect may be supplied by implication and the underlying intent satisfied, so long as that intent is sufficiently clear from the entire contract. Here, it is clear that the main purpose of George (D) and Ruth was to arrive at an agreement for funding their son’s maintenance and education. Richard’s education was interrupted by WWII, however, the day after his graduation from high school. Since then, he has been continuously in the service of the army, where his maintenance was provided for by the government and he has not been in his mother...
- The court takes a sensible approach to a problem that the parties did not expressly provide for in the trust agreement. Looking to the purposes for which the agreement was created in the first place, Richard’s maintenance and education, the court reasons that since Richard did not need to have support payments to satisfy those objectives, the payments to the trustee should stop until the need arose again. The parties probably never gave the notion that Richard might be inducted into the army any thought when they made their agreement. The court looks to the parties’ stated purposes in making the agreement to try to determine what they would have said had the issue occurred to them.
- Case Vocabulary
- MASSACHUSETTS SUPREME COURT LOOKS TO THE INTENT OF THE CONTRACTING PARTIES TO IMPLY AN OMITTED TERM IN A TRUST AGREEMENT
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Mitchill v. Lath 5 results
- Appeal to State’s highest court from judgment granting specific performance of agreement.
- Mrs. Mitchill (P), desiring to purchase a farm, inspected the land owned by Lath (D). She observed an objectable icehouse belonging to Lath (D), but on land across the road and belonging to another. Lath (D) orally promised Mrs. Mitchill (P) that for and in consideration of the purchase of the farm, Lath (D) would remove the icehouse. Relying upon the oral promise, Mrs. Mitchill (P) entered into a written contract to buy the farm [and spent lots of money fixing it up]. The written agreement contained many provisions but did not refer to the obligation to remove the icehouse. [Where was her lawyer?] After the sale was complete, Lath (D) did not fulfill the promise to remove the icehouse. Mrs. Mitchill (P) sued Lath (D) for specific performance of the oral agreement to remove the icehouse. The trial court and appellate division found in favor of Mrs. Mitchell (P). Lath (D) appeals to the State’s highest court.
- Case Vocabulary
- ...be part and parcel of it. Previous decisions have held that the parol evidence rule prevents an oral agreement from varying the terms of a written contract unless at least three conditions exist: (1) The agreement must, in form, be a collateral one; (2) it must not contradict express or implied provisions of the written contract; and, (3) it must be one that the parties would not ordinarily be expected to embody in the writing. The last element has not been satisfied in this case. A written contract exists for the purchase and sale of land. It provides that the buyer, Mrs. Mitchill (P), must: pay a certain price, upon certain terms, pay her portion of any rents, interest on mortgages, insurance premiums and water charges, and have a survey made. The sellers, Lath (D), must give a deed of the premises, sell the personal property on the farm, agree that all amounts paid them on the contract and title examination expenses shall be a lien on the property, assume the risk of loss by...
- ...the purchase and sale of the farm, it is deemed a total integration. The issue is whether the additional terms of the oral agreement are of the sort that should have been included within the written agreement. The majority holds that it is so closely related to the subject of the purchase and sale that it cannot be an enforceable agreement due to the parol evidence rule. The court is relying upon Professor Williston’s approach. If the writing is a final and complete expression of the parties’ intentions, then the written agreement is totally integrated and the parol evidence rule will apply to the additional terms, unless they were such as might naturally be made as a separate agreement. The majority is of the view that the subject of the icehouse was so closely related to the purchase and sale of the farm that it would have been included in the written agreement if that were the parties’ intent. The dissenting justice asserts that the integration rule will only be applied so...
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Krell v. Henry 6 results (showing 5 best matches)
- SOLICITOR: A British lawyer who handles all non-litigation matters, but who does not appear in the higher courts.
- This case is one of the “coronation cases” in which the doctrine of frustration of purpose began. In this case the cancellation of the coronation destroyed the value of the contract to Henry (D). Relying on and the rationale of the impossibility doctrine, the court found that viewing the coronation processions was the foundation of the contract and held that the nonoccurrence of the processions as originally scheduled took the case beyond the reach of the contract and discharged both parties from further performance. Frustration of purpose is thus a companion rule to the doctrine of impossibility. Both doctrines involve the issues of foreseeability of the supervening event, allocation of the risk of the occurrence of the event, and the degree of hardship to the promisor. Under the doctrine of impossibility, a party’s performance is excused if, without his fault, an event occurs that causes the party’s performance to become impossible or impracticable, where both parties assumed the...
- (Vaughan, J.) Yes. The real issue in this case is the scope of the doctrine which the court adopted and applied in ...entered into the contract. A contract does not bind the parties if they did not make it with reference to the event which made performance impossible, even if the terms of the contract are general enough to include such an event. The impossibility doctrine is not limited to cases in which the event which makes performance impossible is the destruction or nonexistence of the subject-matter of the contract or of some state of things which the contract expressly specifies as a condition. To apply this doctrine, one must first determine what the substance of the contract is, either from the terms of the contract, or, if necessary, from surrounding circumstances which both parties recognize. Then one can determine whether the contract is based on the assumption of the existence of a particular state of things. If it is, this will limit the operation of the general words...
- IN LANDMARK CASE, COURT DEVELOPS THE DOCTRINE OF FRUSTRATION OF PURPOSE
- [doctrine of impossibility], the trial court found an implied condition in the contract that the processions take place and entered judgment for Henry (D) on both the claim and the counterclaim. Krell (P) appeals, arguing that although both parties expected the processions to take place and the price of the rooms reflected this expectation, the contract mentions nothing about it. Krell (P) argues that the trial court was wrong in holding that the contract included an implied term that the processions take place because this would effectively make every unpaid promisor in similar cases an insurer of the promisee’s hopes and expectations. Krell (P) argues that to excuse a person’s duty to pay the price he owes under a contract, (1) there must be no default on his part; (2) the subject-matter of the contract must either be destroyed or fail to come into existence; and (3) the absence of the subject-matter of the contract must render performance impossible. In this case, Krell (P)...
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Shirley MacLaine Parker v. Twentieth Century-Fox Film Corp. 7 results (showing 5 best matches)
- (Sullivan, J.) I believe that the approach taken by the majority (a superficial listing of differences with no attempt to assess their significance) may subvert a valuable legal doctrine. The inquiry in cases such as this should not be whether differences between the two jobs exist (there will always be differences) but whether the differences which are present are substantial enough to constitute differences in the inquiry involves, in the instant case at least, factual determinations which are improper on a motion for summary judgment. Accordingly, I respectfully dissent.
- (Burke, J.) No. MacLaine’s (P) complaint sets forth two causes of action. The first is for money due under the contract; the second, based upon the same allegations as the first, is for damages resulting from Twentieth Century-Fox’s (D) breach of contract. Twentieth Century-Fox (D) in its answer admits the existence and validity of the contract, that MacLaine (P) complied with all the conditions, covenants and promises and stood ready to complete the performance, and that Twentieth Century-Fox (D) breached and “anticipatorily repudiated” the contract. It denies, however, that any money is due to MacLaine (P) either under the contract or as a result of its breach, and pleads as an affirmative defense to both causes of action MacLaine’s (P) allegedly deliberate failure to mitigate damages, asserting that she unreasonably refused to accept its offer of the leading role in “Big Country.” The familiar rules are that the matter to be determined by the trial court on a motion for summary
- ...minimum “guaranteed compensation” of $750,000. Prior to the beginning of the contract period. Twentieth Century-Fox (D) decided not to produce the picture, and notified MacLaine (P) in writing of that decision and that it would not comply with its obligations to her under the written contract. In the same letter. Twentieth Century-Fox (D) instead offered to employ MacLaine as the leading actress in another film tentatively entitled “Big Country, Big Man,” so as to avoid any damages to her. The compensation offered was identical, as were 31 of the 34 numbered provisions or articles of the original contract. However, the format of the new movie was a drama filmed in Australia [hmmm!], while the original film was to be a musical filmed in California [ooh la la!]. MacLaine (P) was given one week within which to accept; she did not and the offer lapsed. MacLaine (P) then commenced this action seeking recovery of the agreed guaranteed compensation. MacLaine’s (P) motion for summary...
- MacLaine’s (P) failure to accept Twentieth Century-Fox’s (D) tendered substitute employment could not be applied in mitigation of damages because the “Big Country” lead was employment both different and inferior, and no factual dispute was presented on that issue. The facts that “Bloomer Girl” was to be a musical review calling upon MacLaine’s (P) talents as a dancer as well as an actress, and was to be produced in California, whereas “Big Country” was a straight dramatic role in a Western-type story taking place in Australia, demonstrate the differences between the two employments. The female lead in a Western-style motion picture is by no stretch of the imagination the equivalent of or substantially similar to the lead in a song-and-dance production. Therefore, the court was correct in ruling that summary judgment was appropriate.
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- Although the Seventh Circuit seems to defer to the judgment of the trial court on a “difficult issue of state law,” the opinion does provide an example of the Initial inquiry a court must undertake before it can determine whether a buyer justifiably rejected performance pursuant to a satisfaction clause. Depending on the type of satisfaction clause that is at issue, a court’s analysis will differ. Most jurisdictions hold that performance need only be reasonably satisfactory in those cases that involve commercial fitness, utility, or values and those involving personal taste or judgment, thus establishing an objective standard. On the other hand, a subjective test is employed in those cases that involve taste, fancy, or personal judgment. Courts only ask whether the rejection was in good faith in those cases involving what Judge Posner terms “personal aesthetics.” This latter category permits an unreasonable but honest rejection. As a result of this difference in standards, the cases...
- (Posner, Cir. J.) No. The fact that the owner of a commercial construction project has the final authority to determine the artistic quality of the work does not necessarily mean that he may unreasonably reject the work Courts categorize into two groups those contracts that provide that the seller’s performance must be to the satisfaction of the buyer before the buyer’s duty to perform arises. The first category of contracts involve commercial quality, operative fitness or mechanical utility; and courts will judge the buyer’s rejection against the reasonable person standard. In contrast, courts will employ the subjective good faith standard to judge a rejection under those contracts that involve personal aesthetics or fancy. Our task is to decide which category the contract between Baystone (D) and Morin (D) belongs in. It would seem that this case falls in the second category, because the aluminum siding was for a factory, where aesthetic considerations are often secondary to...courts
- WHERE A SATISFACTION CLAUSE IN A COMMERCIAL CONTRACT FAILS TO SET FORTH THE MANNER IN WHICH THE BUYER IS TO USE HIS DISCRETION, COURTS WILL REQUIRE THAT THE PERFORMANCE TENDERED ONLY BE REASONABLY SATISFACTORY
- ...], and [its] decision in matters relating to artistic effect shall be final, if within the terms of the Contract Documents”; and that “should any dispute arise as to the quality or fitness of materials or workmanship, the decision as to acceptability shall rest strictly with [GM], based on the requirement that all work done or materials furnished shall be first class in every respect. What is usual or customary in erecting other buildings shall in no wise enter into any consideration or decision.” When GM reviewed the walls erected by Morin (P) it found that the exterior siding did not give the impression of a uniform finish. Consequently, GM rejected the work. Baystone (D) removed the siding and hired another subcontractor to redo the work. Baystone (D) refused to pay Morin (P) the balance of the contract price. At the completion of trial the court instructed the jury that under an objective standards the question to be decided was not whether GM was satisfied in fact, but...
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- ...bad faith. Neither contract law generally nor the UCC provisions Peabody (D) relies upon support this theory. The fact that foreseeable economic developments caused one party to sustain a loss does not prevent the other party from taking advantage of a good bargain. Refusing price modifications and seeking specific performance of valid covenants in a valid contract does not constitute bad faith or breach of contract. Peabody (D) next argues that the court should excuse its performance under UCC § 2–615 because it had become commercially impracticable. Under § 2–615, nondelivery is not a breach of a contractual duty to perform if a basic assumption of the parties at the time they entered into the contract was that some event would not occur, but that event did occur and rendered the performance impracticable. This section thus deals with the doctrine of commercial impracticability, which may apply when a supervening, unforeseen event occurs which the parties reasonably did...
- , the court cites comment 4 to UCC § 2–615, which explains that increased cost alone does not suffice to excuse performance unless it is due to an unforeseen contingency that alters the essential nature of the performance. Where the parties could have foreseen the events that affected the cost or value of performance under the contract, courts generally will not apply the excuse provided in § 2–615. In this case, for example, the court found that the 1970s oil crisis was foreseeable because both the business community and the media recognized it as a possible event long before it occurred. When it did occur, this crisis caused widespread inflation and drastic price increases in the energy markets, and distorted the value or costs of many contracts. Many suppliers who had entered into long-term fixed-price contracts litigated to be excused from further performance due to commercial impracticability. Most did not succeed because the courts viewed the oil crisis as a foreseeable event....
- Case Vocabulary
- ..., which ceased to be an effective measure of inflation due to the 1973 oil embargo, runaway inflation and costly new mine safety regulations. However, Public Service (P) introduced evidence, including admissions by Peabody (D), that these events were foreseeable when the parties executed the contract. Peabody (D) argues that 60% of its losses were due to its receipt of lower quality coal than the parties originally contemplated, not to inadequate inflation adjustments, but agrees that an escalation clause based on the CPI would substantially reduce its losses. Public Service (P) also showed that Peabody’s (D) coal tripled in value since the contract began, presumably due to the same inflationary trend and other factors which Peabody (D) claims caused its loss. Thus Public Service (P) and Peabody (D) agree that Peabody (D) sustained a loss under the contract, but disagree about the extent and cause of that loss. The trial court entered a decree of specific performance, and...court...
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Gray v. Martino 5 results
- The court notes one exception to the general rule set out here, recognized by the Supreme Court in in 1899. In that case, the Court explained that when the legislature, for sufficient public reason, has seen fit to statutorily extend the incentive of a reward to the public without distinction, even public officers may claim it. The case involved an offer by the Attorney General for a liberal and generic award to anyone aiding in the detection and prosecution of crimes against the United States.
- State supreme court review of a trial court decision in the plaintiff’s favor.
- Case Vocabulary
- (Minturn, J.) Yes. Public policy and sound morals alike forbid that public officers should demand or receive, for services performed in the discharge of their official duties, other or further remuneration or reward than that prescribed and allowed by law. The plaintiff in this case was a special police officer and to some extent identified with the work of the prosecutor’s office. Well-settled public policy required him to at least assist in the prosecution of criminal offenders. The services he rendered in this instance were presumably rendered pursuant to his public duty, and therefore he was not entitled to receive a special quid pro quo. Reversed.
- The plaintiff was a special police officer in Atlantic City and was in some way connected with the work of the county prosecutor. The plaintiff had information regarding the theft of jewelry and diamonds from the defendant, who had offered a reward for recovery of the property. The parties entered into a verbal agreement whereby the defendant would pay the plaintiff $500 if he could get her the names and addresses of the thieves. As a result of the plaintiff’s mediation with the police authorities, the diamonds and jewelry were recovered, and he sued to recover the promised reward from the defendant. The trial court granted judgment in the plaintiff’s favor and the defendant appealed.
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United States Naval Institute v. Charter Communications, Inc. 8 results (showing 5 best matches)
- REMAND: The act of an appellate court when it sends a case back to the trial court and orders the trial court to conduct new hearings or an entirely new trial, or to take some further action.
- LAW OF THE CASE: When an appellate court has issued rulings of law regarding the specific controversy at issue, that ruling is valid in the case for all purposes in the future.
- (this case when it came before this Court previously) that Naval (P) was entitled to recover for breach of contract. Thus ruling is the law of the case. As Naval (P) has renounced any effort at rescission and has accepted Berkley’s (D) payments of substantial copyright royalties for paperback sales under the agreement, plainly the relief to which Naval (P) is entitled on its meritorious breach of contract claim is money damages. The damages awarded by the district court on remand had two components: first, Naval’s (P) lost profits resulting from Berkley’s (D) early publication of the paperback book, and Berkley’s (D) profits attributable to its assumed infringement. For the reasons discussed above, the latter component of the award cannot stand. The former component, however, may properly measure damages under a breach of contract theory. Naval (P) proved with sufficient certainty the damages of $33,380.50 awarded by the trial court as the profits Naval (P) would have earned on the...
- The plaintiff’s damages in a breach of contract case are to be measured by his own losses and not by the profits of the defendant.
- Case Vocabulary
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Kreyer v. Driscoll 5 results
- (Hallows, J.) No. The trial court found that Kreyer (P) duly performed all the conditions of the contract with the exception of the defective work and the delay. The evidence does not sustain this finding. The doctrine of substantial performance is an equitable doctrine and constitutes an exception in building contracts to the general rule requiring complete performance of the contract. To recover on an uncompleted construction contract on a claim of substantial performance, the contractor must make a good faith effort to perform his obligations, and must substantially do so. Most substantial performance cases involve defective work or work contrary to the terms of the contract which, in either case, requires substantial amounts of money to fix. In other cases in which the doctrine applies, while the work contracted for was completed, the performance of the subject of the contract did not meet the object and purpose of the contract. In this case, we have only an incompleteness in...
- teaches the important principle that there is no mathematical or other formula for determining when the doctrine of substantial performance is applicable in a particular case and when it is not. Instead, as it is up to the trial judge to examine the circumstances of a particular case and make a decision based on those circumstances. There are a number of factors that a trial judge can take into account in making a decision on applicability. The court can look at the benefits that each side has gained, the possibility of compensating the injured party by means of money damages, the degree of performance, and the negative effects of the breach on both parties. A court can also look at the circumstances of the breach itself.
- Appeal to the Supreme Court of Wisconsin of a trial court decision awarding a contractor $10,967.81.
- There is no mathematical rule relating to the percentage of the price, cost of completion, or physical completeness of a building that can be used to determine substantial performance of a building contract—one must look at the facts of the individual case to make such a decision.
- In December of 1961, Winfred and Ann Driscoll (D) entered into a contract with R.J. Kreyer Construction Company (P) for the construction of a $47,000 home, which was to be completed approximately one year later. Kreyer (P) encountered difficulties in finishing the house, and upon its completion the Driscolls (D) refused to pay because of certain alleged breaches on Kreyer’s (P) part. Kreyer (P) filed suit, and the trial court, after subtracting money from the original contract price for payments made to both Kreyer (P) and certain subcontractors, imperfect work, and unreasonable delay, awarded Kreyer (P) $10,967.81. The Driscolls (D) appealed, and Kreyer (P) cross-appealed seeking interest.
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T.W. Oil, Inc. v. Consolidated Edison Co. 6 results (showing 5 best matches)
- (Fuchsberg, J.) Yes. Con Ed (D) asserts that the trial court erred in failing to interpret U.C.C. § 2–508(2) to limit the availability of the right to cure after date of performance to cases in which the seller knowingly made a nonconforming tender. We disagree. In addressing this question, we must remember that a seller’s right to cure defective tender, allowed by § 2–508(2), was intended to act as a meaningful limitation on the absolutism of the old perfect tender rule, under which, no leeway being allowed for any imperfections, there was just “no room for the doctrine of substantial performance” of commercial obligations. ...“a further reasonable time to substitute a conforming tender,” also permit cure beyond the date set for performance. Subsection (2), which applies in this case, reads: “Where the buyer rejects a nonconforming tender which the seller had reasonable grounds to believe would be acceptable with or without money allowance the seller may if he seasonably notifies...
- A party who had contracted to buy a large amount of oil rejected a shipment because of high sulfur content and also rejected the seller’s offer to replace it with another shipment.
- Appeal to the Court of Appeals of New York of a lower court determination that the cure provision of U.C.C. § 2–508(2) applies.
- that is what T.W. Oil (P) wanted to do, and is ultimately what the court said should have happened. Section 2–508 has two subsections that are applicable to this case. First, under § 2–508(1), if a shipment of goods under a non-installment contract is rejected because of nonconformity, and the time for performance under the contract has not yet passed, the seller is permitted to cure the problem by substituting a conforming delivery for the nonconforming one. Second, under § 2–508(2), the provision discussed in
- Case Vocabulary
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Albre Marble & Tile Co. v. John Bowen Co. 6 results (showing 5 best matches)
- (Spalding, J.) Yes. First, the trial court properly granted Bowen’s (D) motion for judgment on the breach of contract claims. The more difficult problem is how to allocate losses when a supervening act renders a building contract impossible to perform without the fault of either party. Where the part performance of one party exceeds that of the other, courts tend to allow recovery for the fair value of work done in the actual performance of the contract and to deny recovery for expenditures made in reliance upon the contract or in preparing to perform. In terms of benefits conferred, courts allow recovery only for those expenditures which, but for the supervening act, would have enured to the benefit of the other party as contemplated by the contract. The “wrought-in” principle that courts apply in building contract cases is simply a variant of this benefit principle. However, courts have long recognized that the benefit principle does not work if they apply the concept of benefit...
- In most impossibility and impracticability cases, where a party partly performed before his duty was discharged, courts generally require the parties to make restitution for benefits the other party has conferred upon them unless the parties have indicated a contrary intention. In some cases, such as , reliance damages may also be available, even if they have not benefited the other party. If a contract does not include a term that determines the parties’ rights and duties under the circumstances that have arisen, the court can supply a term that is reasonable under those circumstances. The court may even go so far as to sever the agreement to salvage a part that is still executory on both sides if other alternatives will not avoid injustice. Thus, when performance is discharged due to impossibility, impracticability, or frustration, the overall concern of the court is to equitably adjust the gains and losses of the parties, whether through restitution, reliance damages, or other...
- Albre Marble & Tile Co. (Albre) (P) entered into two subcontracts with John Bowen Co. (Bowen) (D), a general contractor for the tile and marble work. Albre (P) sued for both breach of contract and to recover the value of labor and materials it provided Bowen (D) prior to the termination of the general contract, specifically, for the preparation of samples, shop drawings, tests and affidavits in connection with tile and marble work. Bowen (D) answered the breach of contract claims by stating that performance of the subcontracts became impossible when this court declared its general contract invalid. As to the quantum meruit claims, Bowen (D) stated that Albre (P) could not demand payment because it did not possess an architect’s certificate for the work done. The trial court granted Bowen’s (D) motion for the immediate entry of judgment in its favor, and Albre (P) appeals. With respect to the quantum meruit claims, Bowen (D) argues that the tile and marble work could not have been...
- LANDMARK CASE RECOGNIZES THAT RELIANCE EXPENSES MAY BE RECOVERABLE IN IMPOSSIBILITY CASES
- Case Vocabulary
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Hale v. Groce 5 results
- (Linde, J.) Yes. Hale (P) presents two valid claims. One is that she was the intended beneficiary of a contract between Groce (D) and his client, a contract that Groce (D) broke when he failed to include the bequest to Hale (P) in his client’s will. The other claim is that Groce (D) had a duty of care toward Hale (P) as the beneficiary of his contract with his client and he breached that duty when he failed to include the bequest. Under 19th and early 20th century common law an attorney hired to write a will was not liable to an individual who was deprived of her share of the inheritance because of the attorney’s negligence. More recently, some courts have begun to take a different approach. This court will adopt the approach of the Pennsylvania and Connecticut courts, which allow disappointed beneficiaries to recover from testators’ lawyers on contract grounds. Although Pennsylvania courts do not allow tort claims by a potentially unlimited number of foreseeably injured third...
- This complex case provides an example of the “intent to benefit” test, which has been adopted by the Second Restatement and which modern courts use to determine whether an individual has an enforceable right under a contract as a third-party beneficiary. The intent to benefit test is an alternative to the approach to third-party beneficiaries taken by the First Restatement and The Second Restatement’s intent to benefit test does not create categorical exceptions to the general rule that only those in privity of contract have an enforceable right under the contract, but rather sets forth a two-part analysis that is applied on a case-by-case basis. The court in this case determined that the disappointed beneficiary of a will is the classic example of an intended third-party beneficiary under the Restatement. A disappointed beneficiary can meet the first prong of the intent to benefit test because she can show that the recognition of her right to performance is appropriate to effect...
- Groce (D), an attorney, had been hired to draft a will and include a bequest to Hale (P). However, Groce (D) did not include the bequest in the will and Hale (P) sued him for damages. Hale’s (P) complaint consisted of two separate claims. The first was that Groce (D) was negligent and the second was that Groce (D) breached his contract with his client, a contract that was intended to benefit Hale (P). Groce (D) moved to dismiss the case for failure to state a claim and because the negligence complaint was filed after the statute of limitations had run. The trial court dismissed both claims, but did not accept Groce’s (D) argument that the negligence claim was time-barred. The Court of Appeals affirmed the trial court’s dismissal of the contract claim, but reinstated Hale’s (P) negligence claim. Both Hale (P) and Groce (D) appealed to the Supreme Court.
- Case Vocabulary
- Appeal of the court of appeals’ decision to deny in part a motion to dismiss for failure to state a claim.
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Anderson v. Douglas & Lomason Company 4 results
- ...that DLC (D) had a progressive discipline policy. He was given an employee handbook which included that policy. Anderson (P) read only the first few pages of the handbook; he admits he never read the provisions on progressive discipline. After three years of employment, DLC (D) fired Anderson (P) when a box of company pencils was found in his truck. Anderson (P) responded by bringing a breach-of-contract action against DLC (D). He claimed that DLC (D) did not follow the progressive discipline policies outlined in its handbook for unauthorized possession of company property. DLC (D) made a motion for summary judgment, claiming the handbook did not constitute a contract and therefore Anderson (P) was employed at-will. First, DLC (D) contended the handbook was never communicated to or accepted by Anderson (P) because he did not read it. Second, DLC (D) argued the handbook was too vague to constitute an offer because it contained no written guarantees that discharge would occur...
- Appeal from an order granting summary judgment for Douglas & Lomason (D).
- The rule that employee handbooks could constitute an enforceable contract for employment gained tractions with the courts in the early 1980s. Since then, most employers take pains to include disclaimers stating that the handbook does not constitute a binding contract. Courts will generally enforce these disclaimers, so it would be unusual for a court to find that an employee handbook did in fact constitute a contract.
- .... An employee handbook is a unilateral contract when three elements are present: the handbook is sufficiently definite in its terms to create an offer; the handbook is communicated to and accepted by the employee so as to constitute acceptance; and the employee provides consideration. The central issue presented by this dispute is whether issuance of the handbook created an employment contract. This question arises because Iowa employment relationships are presumed to be at-will: In the absence of a valid employment contract either party may terminate the relationship without consequence. The at-will presumption originated in English seasonal servant contract law. American courts relied heavily upon English precedent until the 1870s, when changing economic and social conditions prompted a dissolution of earlier law. At this juncture, a new approach was suggested that changed the doctrine to a presumption of at-will employment. Despite the universal acceptance of the employment-...
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Egerer v. CSR West, LLC 5 results
- them at market price at the time of breach (UCC § 2–713). Here, the court determined that Egerer (P) was entitled to damages reflecting the difference between the CSR contract price and the price he could have obtained replacement material for at the time of breach (even though that price was actually higher than what he paid some two years later). CSR (D) takes the position that the court’s valuation point was too late—technically, the breach had occurred six months earlier than the date on which the court based its valuation—and that the price quoted by the court was for a different type of (more expensive) material.
- Contrary to the defendant’s arguments, a court is granted reasonable leeway in determining market price, and it may even consider the price of goods of a different quality if they are relevant to the inquiry. Nor does the six-month lag in time between breach and valuation discredit the trial court’s damage calculations in this case. Even though Egerer (P) was able to purchase the fill for a lower price than the market price at the time of breach, that price reduction resulted from an unexpected landslide at a local gravel pit. The real measure of damages here was the difference between the contract price and the market price at the time of breach. Affirmed.
- Case Vocabulary
- Did the trial court properly award Egerer (P) damages in the amount of the difference between the contract price and the market price of obtaining alternative fill material at the time of breach?
- The concept of “cover” is related to the concept of mitigation of damages, which requires that one who is injured by another’s breach of contract take reasonable steps to reduce his damages, injury, or cost. In other words, if a seller breaches a contract and refuses to provide the goods, the buyer cannot sit back and let the damages snowball—or he can, but if he does he won’t be able to recover all of his losses in a breach of contract case.
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Copeland v. Beard 4 results
- In a typical mortgage assumption case, the original buyer will sell the property to a second buyer in exchange for the second buyer’s agreement to pay back the original buyer’s loan. The case raises an interesting variation of the mortgage assumption scenario. In on the same day he agreed to assume the original buyer’s mortgage, Mr. Copeland (D) sold the land to another individual, who in turn agreed to pay the original mortgage. By entering into this second contract, has Mr. Copeland released himself from the debt he assumed under the first contract? The Alabama Supreme Court holds that he has not, unless he can show that Mrs. Beard (P) consented to release him from his debt to her. Although Mrs. Beard (P) had consented to the first contract, whereby Mr. Copeland (D) assumed the original buyer’s mortgage and the original buyer was released from any obligation to Mrs. Beard (P), she may not have consented to the second contract. This is why the court remanded the case instead of...
- Appeal to the Supreme Court of Alabama of judgment for plaintiff in a contract case.
- (Bouldin, J.) Yes. When a contract is made for the benefit of a creditor, and the creditor accepts the promise made for his benefit, the creditor still does not release the original debtor from his promise to pay unless the contract contains an express provision releasing the original debtor from his promise to the creditor and this provision is made known to the creditor. In a previous Alabama case, the Alabama Supreme Court adopted the rule that a creditor’s right to maintain an action for breach of contract is derivative of the right of the original debtor, the promisee. In other words, the creditor can only sue under the contract if he can stand in the shoes of the original debtor/promisee and therefore cannot maintain an action against the promisor where the promisee would not have a right of action. In this case, when Mr. Copeland resold the land to the third purchaser, all rights the original property-owner had under ...jurisdictions. This court now adopts the rule that...
- Case Vocabulary
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Seaver v. Ransom 4 results
- Writing for the lower court, Kellogg, P.J. wrote, “The doctrine of is progressive not retrograde. The course of the late decisions is to enlarge, not limit, the effect of that case.” The New York court truly takes this language to heart in reaching its decision in . Although the case involved a family member, it is clear that a familial tie is no longer necessary. The court recognizes the legal rights of a third-party beneficiary donee in order to enforce the intent of a contract. Furthermore, the court concludes, the intended donee has the legal right to enforce such contracts without the need to demonstrate justifiable reliance on the promise. An intended beneficiary, according to
- (Pound, J.) Yes. The trial court found for Seaver (P), based on the theory that Mrs. Beman was fraudulently induced to execute the will by her husband. But Seaver’s (P) action is maintainable on grounds defined in Lawrence v. Fox [supra] “. . . the right of the beneficiary to sue on a contract made expressly for his benefit. . . .” Such a right is “just and practical” since it allows the party who is benefiting from the contract to enforce it against the party who is in breach. The right of a third party to enforce a contract, to which he/she is the intended beneficiary, has been upheld in various situations. This case presents a category of beneficiary that is yet to present itself. The Bemans were childless and Seaver (P) was, virtually, the daughter they never had. The contract between Judge and Mrs. Beman was for the sole benefit of Seaver (P) and she is the only person “substantially damaged by its breach.” The fact that Seaver was not a member of the immediate family in no way...
- Case Vocabulary
- Appeal from the affirming judgment of the appellate court for plaintiff for recovery of damages.
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London Bucket Co. v. Stewart 8 results (showing 5 best matches)
- (Stanley, Commissioner) No. A court will not order specific performance unless the ordinary common law remedy of damages for a breach of contract is an inadequate and incomplete remedy for injuries arising from the failure to carry out the terms of the contract. In this case, the lower court ordered the contractor to go back, correct defective work, and complete its job. It is the general rule that contracts for building construction will not be specifically enforced because ordinarily damages are an adequate remedy and, in part, because of the incapacity of the court to superintend the performance. Even though it may be difficult to prove damages, specific performance should not have been decreed in this case. Reversed.
- A court generally will not order specific performance as a remedy for breach of contract unless the common law remedy of monetary damages is shown to be inadequate. To put it another way, specific performance is an inappropriate remedy when an award of monetary damages adequately remedies the harm caused by the breach. The reason for this rule, as the Court of Appeals of Kentucky states, is that specific performance is a more difficult remedy to enforce. Assuming compliance with the court’s order, with an award of money damages, the breaching party simply pays money to the other and all is done. With specific performance, however, there often must be continued supervision of the breaching party, which in some cases may go on for years. There therefore exists a rebuttable presumption that monetary damages are adequate and that specific performance is an inappropriate remedy. Specific performance is generally not an appropriate remedy in construction contract breach cases.
- Appeal to the Court of Appeals of Kentucky of a lower court judgement ordering specific performance of a contract to furnish and install a heating system for a large motel.
- SPECIFIC PERFORMANCE GENERALLY WILL NOT BE ORDERED FOR BREACHES OF BUILDING CONSTRUCTION CONTRACTS BECAUSE IN SUCH CASES DAMAGES ARE ORDINARILY AN ADEQUATE REMEDY
- Case Vocabulary
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Lawrence v. Fox 8 results (showing 5 best matches)
- would pay Lawrence (P) the $300 Holly owed him. But Fox (D) never paid Lawrence (P). Lawrence (P) sued Fox (D) in state court for breach of contract. Fox (D) moved for summary judgment on three grounds: 1) that Lawrence (P) was not able to prove that Holly owed him money, 2) that there was no privity of contract between Lawrence (P) and Fox (D) because Fox’s (D) contract was with Holly, and 3) that Fox’s (D) agreement with Holly was void because it lacked consideration. The jury found for Lawrence (P) and assessed damages in the amount of $344.66 (the amount of the loan plus interest). Fox (D) appealed the judgment to the Superior Court, at General Term, where the judgment was affirmed.
- Appeal from the Superior Court of the City of Buffalo, New York of a ruling in favor of the plaintiff in a breach of contract case.
- is one of the early cases establishing the creditor-beneficiary exception. A creditor-beneficiary arises under a contract when the promisor promises to pay a third party designated by the promisee because the promisee owes that third party money. The court in basically creates the creditor-beneficiary exception out of thin air. Although the majority discusses trust and agency theories in its opinion, as the dissenting judge points out, neither of these theories adequately supports the court’s decision. Instead, the majority ultimately decides that Lawrence (P) can recover because allowing a creditor-beneficiary exception is in the interests of “manifest justice.”
- (Gray, J.) Yes. A third-party creditor-beneficiary can recover for breach of contract. It is settled law in England, and this law has been recognized in New York and Massachusetts, that where one person makes a promise to another for the benefit of a third person, the third person has an enforceable right under the contract and can maintain an action for breach of contract. However, most of the cases establishing an enforceable right for third-party beneficiaries deal with trusts. In a trust relationship, one party (the donor) gives property to a second party (the trustee) to hold and invest for the benefit of a third party (the beneficiary). The trustee owes a fiduciary duty to the beneficiary of the trust, so in a sense, there is a promise flowing between the donor and the trustee and from the trustee to the beneficiary. Fox (D) argues that because this relationship does not exist in his case, that the third-party beneficiary rule does not apply. But the fact that most of the...cases
- (Comstock, J.) Lawrence (P) had nothing to do with the contract between Holly and Fox (D). The plaintiff in a breach of contract action must be in privity of contract with the defendant; in other words, the plaintiff must be the promisee or must have some other legally-recognized interest in the transaction. In this case, Lawrence (P) was not in privity because Holly could at any time have asked Fox (D) to pay him directly instead of paying Lawrence (P), or Holly could have designated some other creditor for Fox (D) to pay. The majority’s reliance on trust cases is misplaced. In a trust relationship, the beneficiary has a specific property interest in the trust and can be seen to have taken part in the creation of the trust through the actions of the donor. In a way, the donor is the agent of the beneficiary. But no agency or trust relationship exists in this case. Lawrence (P) has no legal or equitable right in the $300 Fox (D) borrowed from Holly.
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Peevyhouse v. Garland Coal & Mining Co. 7 results (showing 5 best matches)
- (Jackson, J.) Yes. In the case before us, it is argued by Garland Coal (D) with some force that the performance of the remedial work it agreed to do will add at the most only a few hundred dollars to the value of Peevyhouse’s (P) farm, and that the damages should be limited to that amount because that is all he has lost. It may be observed that there has been only one case which has come to our attention in which the cost of performance rule has been followed under circumstances where the cost of performance greatly exceeded the diminution in value resulting from the breach of contract. Incidentally, it appears that this case was decided by a plurality rather than a majority of the members of the court. In three other cases upon which Garland Coal (D) relies, the appellate courts followed the value rule instead of the cost of performance rule. Nevertheless, it is of some significance that three out of four appellate courts have followed the diminution in value rule under... ...cases...
- Peevyhouse (P) contends here that the true measure of damages is what it will cost to obtain performance of the work that was not done because of Garland Coal’s (D) default. Garland Coal (D) argues that the measure of damages is the cost of performance, limited to the total difference in the market value before and after the work was performed. It appears that this precise question has not before been presented to this Court. Under the cost of performance rule, Peevyhouse (P) might recover an amount about nine times the total value of the farm. Such would seem to be “unconscionable and grossly oppressive damages, contrary to substantial justice” within the meaning of the statute. Also, if Peevyhouse (P) is permitted to recover under the cost of performance rule, he will receive a greater benefit from the breach than could be gained from full performance, contrary to the provisions of § 96. The court’s holding appears to be in conformity with the intention of the legislature as...
- PLURALITY: An opinion of a court in which more judges join than in any concurring opinion, though not a majority of the court.
- Case Vocabulary
- The plaintiff appeals, and the defendant cross-appeals, from the trial court’s judgment in favor of the plaintiff for an amount considerably less than was sued for.
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Masterson v. Sine 6 results (showing 5 best matches)
- (Traynor, J.) Yes. The trial court was justified in admitting extrinsic evidence in order to further the goals of the parties by clarifying the terms of their agreement. The trial court erred, however, in refusing to admit any evidence regarding the Mastersons’ (P) right to assign the option. The crucial question in this case is whether the agreement between the Mastersons (P) and the Sines (D) was an integration. By this, we mean a contract which the parties intended to be their final and exclusive agreement. There are two ways to determine whether a contract is an integration. First, a court can rely on the language of the contract itself. ...precludes the consideration of evidence which would alter the contract’s terms. Without this language, a court can either find that the contract is not an integration, or it can look at the circumstances surrounding the transaction to make its determination. However, even if the contract states that it is an integration, it may be necessary...
- ...piece of property as tenants in common [the actual plaintiffs in this case were Mrs. Masterson and her husband’s trustee in bankruptcy]. They transferred this property to Mr. Masterson’s (P) sister and her husband, Lu Sine (D). The Mastersons (P) retained an option in the grant deed to buy back the land within ten years. If they exercised the option, the Mastersons (P) were obligated to pay an amount equal to “the same consideration as paid heretofore,” plus the depreciation value of any improvements that the Sines (D) made to the property after two and a half years. These confusing payment terms were part of the subsequent litigation between the parties. The litigation was sparked by the Masterson’s (P) desire to repurchase the property. At the time, Mr. Masterson (P) was bankrupt. His trustee in bankruptcy and Mrs. Masterson (P) brought an action for declaratory relief. They sought an interpretation of the agreement which would secure their right to exercise the repurchase...court
- Case Vocabulary
- A court, when considering a disputed contract, may consider evidence of a collateral agreement if it is of a sort that would naturally be made separately from the disputed contract.
- Appeal from a trial court judgement in favor of the plaintiff in an action for declaratory relief.
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- Many courts have held that an advertisement can constitute a legally binding offer on the theory that the advertisement is an offer for a unilateral contract. A unilateral contract is one where a promise is exchanged for the performance of some act. Accordingly, the court here requires that the advertisement contain promissory language. In this case that language was the use of “First Come, First Served,” which the Restatement (Second) deems promissory in nature. The court also requires that for an advertisement to constitute an offer, it must be definite, leaving little for negotiation. The advertisement here stated the items for sale, the quantity available, and the exact price, providing sufficient definiteness to constitute a legal offer. Thus, in keeping with the unilateral contract theory, the court’s holding implies that the Store (D) promised to sell the fur items in exchange for being the first person to show.
- Appeal to the Supreme Court of Minnesota challenging an order of the trial court denying motions for amended findings and a new trial.
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Dickinson v. Dodds 6 results (showing 5 best matches)
- This case illustrates two important points with regard to the revocation of offers. First, an offeror has no duty to keep an offer open, even if a promise to do so is made. The reason the court ignores Dodds’s (D) promise is it can be enforced only if given in exchange for consideration. However, a revocation must occur prior to acceptance. Accordingly, the issue addressed by the court was whether a revocation occurred prior to Dickinson’s (P) acceptance. The facts clearly establish that Dodds (D) never told Dickinson (P) that the offer was being revoked. Nevertheless, the court holds that Dickinson’s knowledge that Dodds had agreed to sell to Allan (D) was sufficient to notify him of the revocation. The court implies that the manifestation of an intent to revoke can occur either expressly or through the conduct of the offeror.
- CHANCERY COURT: Court of equity; a court empowered to grant equitable relief, such as specific performance, injunctions, writs of mandamus, etc.
- (James, L.J.) No. A valid revocation of an offer does not need to be expressly communicated to the offeree, so long as he is given reason to know that the offer has been withdrawn. It might be the case that the offeror has the duty to notify the offeree that his mind has changed; but, in this case, it is clear that Dickinson (P) was made aware that Dodds (D) no longer intended to sell the property to him. The facts show that Dickinson (P) attempted no acceptance until he was made aware that Dodds (D) had changed his mind. As to the terms of the offer, which expressly stated that it was to remain open until 9:00 a.m. on June 12, it may well be that both parties intended for the offer to remain open until that time. Nevertheless, it is settled that a promise is not enforceable if there is no consideration given in exchange. Thus, Dodds (D) had the power to withdraw his offer at any time, any promise to the contrary notwithstanding. Dismissed.
- Case Vocabulary
- Appeal from the judgment of the Court of Chancery awarding the plaintiff specific performance of a real estate contract.
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- Because it has long been settled that the failure to satisfy a condition does not give the party whose duty was conditioned a cause of action for breach of contract, what this case really turns on is the court’s conclusion that the language contained in the agreement was a condition. Courts look to several factors to determine whether contractual language creates an express condition or a promise. Although not conclusive, the label given the provision by the agreement is an important factor. Here, the court points out that the agreement expressly labeled the requirements as “Conditions Precedent.” Another factor courts turn to is the relative importance of the interest the condition is seeking to protect. Here, Merritt Hill (P) sought to guard against important risks by requiring Windy Heights (D) to obtain title insurance and mortgage confirmation, documents that are central to many real estate transactions. A third factor courts often look to is whether the contract itself...
- Case Vocabulary
- Appeal to the Court of Appeals of New York challenging the decision of the Appellate Division.
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NPS, LLC v. Minihane 6 results (showing 5 best matches)
- The focus of a liquidated damages inquiry is whether the potential damages could be ascertained at the time of entering into the contract. It is seldom difficult to calculate damages after a breach, but contracting parties rely (at least implicitly) on some understanding of what their potential liability could be in the event of a breach. In this case, it is theoretically possible that no damage would have resulted from Minihane’s (D) breach. There could be a high demand for luxury seats, and there could have been several willing buyers for the unused part of Minihane’s (D) license. On the other hand, it is equally likely that there would be no interest in purchasing the seats, due to any number of factors (a losing season, a poor economy, etc.).
- (Cowin, J.) Yes. A liquidated damages provision will usually be enforced if, at the time of contracting the actual damages flowing from a breach were difficult to ascertain; and if the sum agreed on as liquidated damages is a reasonable forecast of the damages expected to occur in the event of a breach. The reasonableness of the measure of anticipated damages depends on the circumstances of each case. In this case, the trial judge found that, at the time the parties entered into the license agreement, the harm resulting from a possible breach was difficult to ascertain. That finding was supported by the evidence, which indicated that the damages sustained by NPS (P) would vary depending on the demand for tickets at the time of breach. To predict at the time of contract how long it would take NPS to resell the defendant’s seat license would be extremely difficult, if not impossible. The judge went ...by the evidence. This is a case where the damages were difficult to...
- We will follow the rule in many other jurisdictions and hold that, in the case of an enforceable liquidated damages provision, mitigation is irrelevant and should not be considered in assessing damages. Affirmed.
- Case Vocabulary
- Appeal from a decision of the trial court denying enforcement of a liquidated damages clause.
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- ...Millis (D) an option to purchase the property from Joppich (P) at a price equal to 90% of the price she paid if Joppich (P) did not commence construction of a private residence on the property within 18 months from the date of closing. At the closing on the property, Millis (D) and Joppich (P) executed a document entitled “Option Agreement.” That document provided that, “In consideration of the sum of Ten and No/100 ($10.00) Dollars (‘Option Fee’) paid in cash by [Millis (D)], the receipt and sufficiency of which is hereby acknowledged and confessed, [Joppich (P)] hereby grants to [Millis (D)] the exclusive right and option to purchase [the Property].” In October 1999, Joppich (P) filed suit against Millis, seeking a declaratory judgment that the Option Agreement was void and unenforceable, on the grounds that Millis (D) had never paid her the $10 cash. In May 2001, the trial court rendered a final judgment declaring that the Option Agreement was enforceable, requiring... ...court...
- Appeal from an order granting summary judgment to Millis (D).
- Case Vocabulary
- The phrase “one dollar and other good and valuable consideration” is standard language in many different contracts. As the court notes, the recitation of the phrase has become a formality. It is unlikely that many of the people who agree to a contract with that expression in it pay much attention to what it actually means.
- DECLARATORY JUDGMENT: A statement by the court declaring the rights and duties of the parties to a dispute. The statement does not include the awarding of damages or other relief.
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Louise Caroline Nursing Home, Inc. v. Dix Construction Co. 6 results (showing 5 best matches)
- Past cases have held that the measure of damages when a contractor fails to perform a contract for the construction of a building for business uses is the difference between the value of the building as left by the contractor and its value had it been finished according to plan. However, this concept must be applied in light of the facts of the cases, all of which involved failure of performance in the sense of defective performance, as contrasted with abandonment of performance, as in this case. It is not the policy of the law to award damages that would put a plaintiff in a better position than if the defendant had carried out his contract. The plaintiff is entitled to be made whole and no more. Thus, the Court was correct in applying the cost-of-completion measure of damages and excluding any separate recovery for the lost benefits of the bargain.
- were entitled to recover other elements of damage, as, for example, for delay in construction. The short answer to this contention is the auditor’s express statement, in his summary of the evidence, that there was no specific evidence as to the costs of delay, if any. For the foregoing reasons, the Nursing Home’s (P) exceptions are overruled, and the judgment in accordance with the auditor’s report must be affirmed.
- Case Vocabulary
- AUDITOR: An officer of the court.
- EXCEPTIONS: Objections to decisions or rulings of the court.
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- DIRECTED VERDICT: A jury verdict ordered by the court. In civil cases, a party may receive a directed verdict if the opposite side does not present a prima facie case or a necessary defense.
- The court explains in this case that a
- State appellate court review of a trial court decision in the plaintiff’s favor.
- Case Vocabulary
- The parties’ contract is also unenforceable here for lack of an essential term—the quantity of chairs ASAL (P) must order. A quantity term is essential in a contract for the sale of goods. The trial court therefore erred in denying Pavilion’s (D) motion for a directed verdict. Reversed.
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Walker & Co. v. Harrison 7 results (showing 5 best matches)
- Many people think that any deviation from the terms of an agreement gives them the right to stop paying the landlord, the plumber, or any other party with whom they have a disagreement. Since this is not the case, it is a dangerous misconception. This case makes it clear that a material breach is difficult to quantify. It is always necessary to analyze a breach according to the criteria that the court outlines here. At the very least, this analysis will provide some indication of the breach’s magnitude and suggest an outcome in one party’s favor.
- Case Vocabulary
- MICHIGAN SUPREME COURT HOLDS REPUDIATING PARTY LIABLE FOR CONTRACT WHICH WAS NOT MATERIALLY BREACHED BY THE OTHER PARTY
- Appeal from a trial court judgement for the plaintiff in an action for assumpsit.
- MATERIAL BREACH: If one party to a contract materially (or substantially, or totally) breaches the contract, the other party may be excused from performance. In this event, the non-breaching party may still sue on the contract to recover damages due to lack of performance. In order to determine whether a breach is material, a court is likely to consider the elements outlined by Justice Smith, above.
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Academy Chicago Publishers v. Cheever 6 results (showing 5 best matches)
- The key to this case is that while there was an agreement the agreement was too indefinite in its terms to be enforced. The concept of indefiniteness is easy enough; the difficulty comes in determining when an agreement fails for indefiniteness. This opinion states the general rule that if a court cannot tell what the parties agreed to, there is no valid contract. Agreeing to publish a book is one thing, but how that publication will take place and who will undertake what duties is another. In this case, the lack of details was the downfall of the agreement. If there are so few details that determining a breach will be difficult, the contract is probably void due to indefiniteness. Keep in mind, however, that if only one or two essential terms are missing but the other terms provide a clue as to how the missing terms would be filled in, courts will often supply those missing terms and enforce the agreement.
- (Heiple, J.) No. Although the parties have raised several issues on this appeal, since this matter is contractual, we must first determine whether the contract is valid and enforceable. Here, both the trial court and the appellate court concluded that it was. We disagree. To form a valid contract, there must be an offer so definite in material terms or require such definite terms in acceptance such that the promises and performances exchanged are reasonably certain. Even when the parties must have had and manifested an intent to agree, if their agreement is uncertain and indefinite, there is no valid contract. In this case, the publishing agreement executed by the parties lacks the definite and certain essential terms required to form a valid contract. Generally speaking, a contract will be sufficiently definite and certain and therefore valid if a court can look at the agreement and ascertain from the terms and provisions of the agreement using proper rules of construction what the...
- Appeal from appellate court’s partial reversal of trial court’s ruling on petition for declaratory judgment.
- ...Dennis, received partial advances for their work in preparing the manuscript. Mr. Dennis and Academy Chicago Publishers (P) took it upon themselves to find the uncollected stories to be published and providing them to Mrs. Cheever (D) for her review and preparation. By the end of 1987, Mrs. Cheever (D) had received over sixty stories. Shortly thereafter, Mrs. Cheever (D) informed Academy Chicago Publishers (P) in writing that she now objected to the publication of the stories and attempted to return the amounts she had been advanced. Academy Chicago Publishers (P) then brought a declaratory judgment action seeking an order declaring the contract valid and enforceable and directing Mrs. Cheever (D) to turn over the manuscript for publication. The trial court found that the agreement was valid and enforceable, that Mrs. Cheever (D) was entitled to select the stories to be published, that she would meet her obligations under the contract by selecting at least ten to fifteen...
- Case Vocabulary
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Hamer v. Sidway 6 results (showing 5 best matches)
- GENERAL TERM: A phrase used in some jurisdictions to denote the ordinary session of a court for the trial and determination of cases.
- .... Consideration means not so much that one party is profiting as that the other abandons some legal right in the present, or limits his legal freedom of action in the future, as an inducement for the promise of the first. Now, applying this rule to the facts before us, the promisee used tobacco, occasionally drank liquor, and he had a legal right to do so. That right he abandoned for a period of years upon the strength of the promise of the testator that for such forbearance he would give him $5,000. We need not speculate on the effort which may have been required to give up the use of those stimulants. It is sufficient that he restricted his lawful freedom of action within certain prescribed limits upon the faith of his uncle’s agreement, and now, having fully performed the conditions imposed, it does not matter whether such performance actually proved a benefit to the promisor, and the court will not inquire into it; but, were it a proper subject of inquiry, we see nothing...cases
- Case Vocabulary
- Appeal from an order of the general term of the supreme court, reversing a judgment entered at special term in favor of the plaintiff.
- SPECIAL TERM: That branch of the court which is held by a single judge for hearing and deciding motions and causes of equitable nature.
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Drennan v. Star Paving 3 results
- An offer becomes irrevocable (1) if the parties enter into an option contract, (2) once the offeree begins to perform, and (3) where the offeree relies to his detriment. Although most courts agree with the irrevocability of an offer based on justified reliance, application of promissory estoppel in this case took some creative interpretation on the part of Justice Traynor. For the theory of promissory estoppel to be applicable under § 90, there are three requirements: (1) there must have been a promise; (2) the promisee must have justifiably relied to his detriment; and (3) the promisor must have had reason to know that the promisee would so rely. In this case Drennan (P) clearly relied to its detriment. Furthermore, Star Paving (D) had reason to believe that Drennan (P) would rely simply based on the nature of the construction bidding process. Essentially, Drennan’s (P) reliance on the bid serves two purposes. First, it makes Star Paving’s (D) bid irrevocable under a theory of...
- Appeal to the Supreme Court of California challenging the judgment of the trial court awarding a general contractor damages for a sub-contractors refusal to perform work according to a submitted bid.
- ...P), a general contractor, was accepting bids from sub-contractors to include in its own bid on a school construction project, Star Paving Co. (D) phoned in a bid of $7,131.60 for the paving work on the project. Star Paving’s (D) bid being the lowest, Drennan (P) included it in his bid for the whole project. After Drennan (P) was awarded the bid, Star Paving Co. (D) informed him that it had made an error in calculation and could not complete the work for less than $15,000, Drennan (P) replied that he expected Star Paving (D) to honor its bid. Star Paving (D) refused. After some effort, Drennan (P) found a sub-contractor willing to do the paving work for $10,948.60. Drennan (P) filed suit against Star Paving (D) seeking to recover the difference. The trial court found that Star Paving (D) made a definite offer upon which Drennan (P) relied. Accordingly, it entered judgment for Drennan (P) in amount of $3,817.00, the difference between Star Paving’s (D) bid and the cost to complete...
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In re the Marriage of Witten 7 results (showing 5 best matches)
- As reproductive options expand, the law scrambles to keep up. As legal issues surrounding surrogacy and new cutting-edge reproductive technologies arise, courts are forced to look to analogous areas of the law to “borrow” principles that may help resolve the issues before them. Consider whether all of the court’s detailed analysis and the comparison of various approaches really accomplished anything in this case, however. The bottom line was still that the embryos remained in storage, contrary to the mother’s wishes, as the contractual language required when both parties could not agree on a course of action. Nonetheless, the court made sure to point out that it would not apply the contractual approach—indeed, it would violate public policy to do so.
- The contractual approach, taken by the trial court, is the prevailing view. Under this approach, contracts entered into at the time of in vitro fertilization are enforceable as long as they do not violate public policy. Critics, however, say that the contractual approach fails to adequately protect the individual and societal interests at stake in cases like this. The ...the respect they deserve in standardized contracts. Although these first two approaches are based on the underlying premise that both parties should have an equal say in what happens to the embryos, under the latter approach the contract does not necessarily control if the parties later agree to a different course of action. If they cannot agree, however, the contract will still probably come into play, so there may actually be very little difference in the application of these two approaches in cases like the present one. The third approach, by contrast, requires that, if the parties disagree, the...
- PUBLIC POLICY: Broadly, principles and standards regarded by the legislature or by the courts as being of fundamental concern to the state and the whole of society. Courts sometimes use the term to justify their decisions, as when declaring a contract void because it is “contrary to public policy.”
- Case Vocabulary
- Arthur “Trip” Witten and Tamera Witten were married for over seven years when Trip filed for divorce. One of the issues in the dissolution action revolved around the parties’ frozen embryos. The “Embryo Storage Agreement” signed by both parties indicated that both Trip and Tamera must concur as to how the embryos would be used, unless one or both of them died. At the divorce trial, Tamera asked for “custody” of the embryos. If she or a surrogate became pregnant following implantation, Tamera said, she would allow Trip to exercise parental rights to the child—or not—as he so desired. Trip asked that the embryos not be used in any manner to which both parties did not both agree, and he did not want Tamera to have custody of them. Relying on the language of the Embryo Storage Agreement, the trial court sided with Trip, and Tamera appealed. She argued that because the agreement was silent with regard to the implications of a divorce, the court should apply the “best interests of the...
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Ragosta v. Wilder 4 results
- The general rule for unilateral contracts is that once performance begins, the offer remains open to the person who has begun performance until he fails or completes whatever action is sought by the offeror. In other words, an option contract is formed upon partial performance. But the court also holds here that, in seeking financing, the Ragostas (P) did not begin to tender performance; they only prepared to perform. The Ragosta’s (P) final claim was that Wilder’s (D) assurances that the offer would remain open led them to change their position, making the offer irrevocable under a theory of promissory estoppel. The Ragostas (P) seem to have claim on that ground. However, the court was unwilling to affirm the judgment on such a theory because the trial court’s analysis was incomplete. Accordingly, the case was remanded for consideration of a claim based on promissory estoppel.
- ...to purchase. A unilateral contract may be accepted only by performance. A promise to keep an offer open until acceptance is not enforceable unless consideration is given. Prior to Wilder’s (D) revocation, the Ragostas (P) neither performed nor gave any consideration to keep the offer open. The Ragostas (P) argue that their efforts to obtain financing could constitute consideration for the promise to keep the offer open. This must be rejected because Wilder (D) never bargained for this “consideration” and the Ragostas (P) efforts were made prior to Wilder’s (D) offer. It is also true that an offer for a unilateral contract may not be revoked once the offeree begins to tender performance. Indeed, an option contract is created when performance begins. But the Ragostas (P) never began performance. The loan costs were incurred only in preparation for performance. Preparation is not tender. We also agree that the trial court incorrectly applied the principle of equitable estoppel in...
- Appeal to the Supreme Court of Vermont challenging the decision of the trial court awarding damages for breach of contract based on theories of part performance and equitable estoppel.
- Case Vocabulary
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Perry v. Atkinson 5 results
- In reaching its decision, the court relied on an earlier case, , in which the defendant father in a paternity action cross-complained against his child’s mother, alleging that she had falsely represented she was taking birth control pills. In reliance on that representation, the father had sexual relations with her, resulting in the birth of a child he did not want. The court held that the mother’s conduct was not actionable, reasoning that, although she may have lied and betrayed the personal confidence reposed in her by the father, the circumstances and the highly intimate nature of the relationship were such that a court should not define any applicable standard of conduct. A claim of tortious misrepresentation under those circumstances was asking the court to supervise promises made between two consenting adults as to the circumstances of their private sexual conduct, and recognizing such a claim would encourage unwarranted governmental intrusion into matters affecting an...
- Atkinson (D), who was married at the time, met Perry (P) in 1976 and began an intimate relationship with her that lasted for more than a year. During that time, Perry (P) became pregnant. Atkinson (D) convinced her to have an abortion, promising to have a baby with Perry (P) at a later time, even if they were not still together. When Perry (P) realized Atkinson (D) never intended to have a child with her, she became depressed and required psychiatric care. She incurred extensive medical expenses and lost six months’ wages. Perry (P) sued Atkinson (D) for fraud and deceit, and Atkinson demurred (D). The trial court granted Atkinson’s (D) motion for summary adjudication in his favor on the fraud and deceit claim, reasoning that public policy prohibits a cause of action for fraud and deceit concerning intimate matters involving procreation, and that to recognize such a claim would constitute unwarranted government intrusion into an individual’s right to privacy. Perry (D) appealed.
- THE COURT WILL NOT ENFORCE PROMISES OF TOO INTIMATE A NATURE
- Appeal from a trial court judgment in the defendant’s favor.
- (Huffman, J.) No. There is no cause of action for the fraudulent breach of a promise to impregnate. The California Legislature recognizes that certain sexual conduct and interpersonal decisions are, on public policy grounds, outside the realm of tort liability. If no cause of action can exist in tort for a fraudulent promise to fulfill the rights, duties, and obligations of a marriage relationship, then logically no cause of action can exist for a fraudulent promise by a married man to impregnate a woman who is not his wife. In essence, Perry (P) seeks judicial enforcement, by way of damages, of a promise to impregnate her. The courts should not undertake the adjudication of promises and representations made by consenting adults regarding their sexual relationships. Public policy compels our holding that no cause of action exists for Atkinson’s (D) fraud and deceit in misrepresenting to Perry (P) his intentions to provide her with the means to have a child. Affirmed.
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Security Stove & Mfg. Co. v. American Rys. Express Co. 6 results (showing 5 best matches)
- The non-breaching party is generally entitled to both the out-of-pocket costs it has incurred in anticipation of the contract being performed and the profit it would have made had the contract been fully performed. Sometimes, as in this case, it is too difficult to determine if any profit would have been made by the non-breaching party. Although lost profits were too speculative to be recovered, the court still permitted reimbursement for the amounts spent in reliance that the breaching party would perform. Courts generally will reduce the amount of recovery to the extent the breaching party can show that the non-breaching party would have actually lost money, rather than made a profit, had the contract been fully performed. Note that most courts will not permit pre-contractual expenses to be recovered as an element of reliance damages. Here, however, the court finds that certain pre-contractual expenses, such as the amount spent for the rental of the convention booth in Atlantic...
- Case Vocabulary
- COURT GRANTS RELIANCE DAMAGES FOR BREACH OF CONTRACT WHERE LOST PROFITS WERE TOO SPECULATIVE TO BE DETERMINED
- Appeal from a state trial court’s judgment of damages for breach of contract.
- ...displayed at the convention, engaged Railways (D) to do so. Stove’s (D) president and a workman went to Atlantic City and found that only twenty of twenty-one packages making up the parts needed to assemble the furnace had been delivered. The missing package, containing the gas manifold, which controlled the flow of gas to the burner, was the most important part of the convention exhibit and a similar part could not be obtained in Atlantic City. Stove (P) reported the missing package and Railways (D) found it in St. Louis, but could not ship it in time for the furnace to be displayed at the convention. Stove’s (P) president was unable to show the furnace to the customer and returned home to Missouri. Stove (P) filed suit against Railways (D) in Missouri state court for breach of contract, seeking damages in the amount of all of the expenses it had incurred for setting up the convention exhibit. The damages claimed included shipping charges for the furnace, rail fares for the...court
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Keller v. Bones 6 results (showing 5 best matches)
- Appeal from an order affirming a grant of summary judgment.
- An order of the court directing a party to complete his or her promised performance. Specific performance will be ordered when it would be difficult for the court to fix an adequate amount of damages.
- Case Vocabulary
- A contract which is written in clear and unambiguous terms is not subject to interpretation or construction. Instead, the intent of the parties must be determined from the contents of the contract, and the contract must be enforced according to its terms. Construing the language of Keller’s (P) offer, we conclude that the 5 p.m. deadline applies only to the time by which Bones (D) were required to sign the document in order to indicate their acceptance. Bones (D) signed Keller’s (P) offer at 4:53 p.m. on July 21, prior to the deadline stated in the offer. Accordingly, Bones’s (D) acceptance was timely. The Court of Appeals concluded that the message left on Keller’s (P) answering machine was not a proper communication of the acceptance because it was “not in writing, occurred after the deadline, and was not delivered by the means specified in the offer.” In reaching this conclusion, the Court of Appeals was referring to paragraph 16 of the offer, which provides, “All notices and...
- The court’s willingness to find that a valid contract existed is based on two points. One is a reluctance to add, or to seem to add, additional terms into a contract. The parties could have specified in the contract how acceptance was to be communicated, but did not. The second is the behavior of Bones (D) and the agent afterwards, acting as if a contract had been made. While it is possible to read some of their statements (e.g. asking Keller (P) if he wanted to “back out” of the agreement) as suggestions for resolving a dispute, other actions are consistent only with acknowledging the existence of a contract. In particular, the agent cashing the check for the earnest money shows an assumption that an agreement had been reached.
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Hancock Bank & Trust Co. v. Shell Oil Co. 8 results (showing 5 best matches)
- Exceptions raised to the judge’s findings and rulings in an action of summary process.
- ACTION OF SUMMARY PROCESS: The term used to describe an action for the eviction of a tenant.
- Case Vocabulary
- ONCE IT APPEARS THAT THERE WAS CONSIDERATION TO SUPPORT A CONTRACT, A COURT WILL NOT TREAT IT AS VOID SIMPLY BECAUSE ONE PARTY BELIEVES HE MADE A BAD BARGAIN
- EXCEPTIONS: Objections to an order or ruling of the trial court.
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- Appeal from a grant of summary judgment in favor of Alyeska (D).
- SUMMARY JUDGMENT: J
- Case Vocabulary
- (Burke, J.) Yes. Duress exists where: (1) one party involuntarily accepted the terms of another, (2) circumstances permitted no other alternative, and (3) such circumstances were the result of coercive acts of the other party. A party who claims economic duress economic duress or business compulsion must go beyond the mere showing of reluctance to accept and of financial embarrassment. The assertion of duress must be proven by evidence that the duress resulted from wrongful and oppressive conduct and not by necessities. Wrongfulness depends on the particular facts in each case. This requirement may be satisfied where the ...threat to breach a contract or to withhold payment of an admitted debt has been held to constitute a wrongful act. Implicit in such cases is the additional requirement that the threat to breach the contract or withhold payment be done in bad faith. In addition to a wrongful act, he victim must have no choice but to agree to the other party’s terms or face...
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Hill v. Jones 3 results
- Appeal of summary judgment on claim for rescission.
- ...(P) learned that when the Joneses (D) bought the house, they had received termite guarantees that were given to the previous owner, Truly Nolen. The guarantees provided semiannual inspections and annual termite booster treatments. They also received a diagram showing where termite infestation had been treated and that existing damage had not been repaired. The Joneses (D) renewed the guarantees when they purchased the house. While the Joneses (D) owned the house, they twice treated for termites and replaced a back fence that was infested. The Joneses (D) did not disclose any of this information to the Hills (P), the realtor, or the termite inspector before the escrow closed. The termite inspector returned to the house and stated that he did not see the evidence of prior treatment and damage because of boxes and plants covering it. The Hills (P) visited the house numerous times before the escrow closed and were familiar with termite damage. The trial court granted the... ...summary...
- ...fact because of a relationship of trust and confidence between them. Arizona courts have also held that under certain circumstances, there may be a “duty to speak.” The duty to disclose is like the contractual rules pertaining to relief from contracts based on mistake or fraud. Contracts are not always final. Under some circumstances, including the nondisclosure of material facts affecting the value of property, nondisclosure is the same as fraud and misrepresentation. We hereby adopt the Florida rule that where the seller of a home knows of facts materially affecting the value of the property which are not readily observable and are not known to the buyer, the seller is under a duty to disclose them to the buyer. Thus, we must determine whether the existence of termite damage in a home is the type of material fact that must be disclosed. The Joneses (D) argue that past infestation is not a material fact. However, termite damage, past or present, may be material if it affects the...
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Rouse v. United States 6 results (showing 5 best matches)
- This case stands for the proposition that because a third-party beneficiary’s rights derive from the contract between the promisor and promisee, the third-party beneficiary is subject to any defenses that the promisor could have made against the promisee in an ordinary breach of contract case. This includes the defenses of capacity, unconscionability, and, as in this case, fraudulent misrepresentation. The policy behind the court’s decision is that creditor beneficiaries cannot be made better off under a contract than the promisee. In this case, Rouse (D) is allowed to defend himself against the suit brought by the FHA (P), but within limits. Because Rouse (D) agreed to take on Bessie’s payments to the bank, he was able to assert any defenses Bessie might have raised against the bank, if she had been the one sued. But because Rouse (D) did not agree to assume the benefits and obligations of Bessie’s contract with Associated Contractors, under which Associated Contractors agreed to...
- Bessie Winston bought a home heating plant from Associate Contractors on an installment plan. The Federal Housing Administration (FHA) (P) guaranteed the promissory note. Bessie later sold her house to Rouse (D). In their contract of sale, Rouse (D) agreed to assume Bessie’s remaining payments on the heating plant, although there was no specific mention of the promissory note in the contract. Rouse (D) did not make Bessie’s payments and Bessie eventually defaulted on the note. The FHA (P) paid the bank and the bank assigned the heating plant debt to the FHA (P). The FHA (P) demanded payment from Rouse (D) and then sued him for the $850 outstanding balance plus interest. Rouse (D) presented two defenses: 1) that he was not liable for the debt because Bessie had fraudulently misrepresented to him the condition of the heating plant, and 2) that Associated Contractors had not installed the plant satisfactorily. The district court struck both defenses and ruled in favor of the FHA (P) on
- Case Vocabulary
- DEFAULT: The failure to perform a legal obligation, in this case, to pay a debt.
- Appeal to the United States Court of Appeals for the District of Columbia Circuit of a breach of contract action brought by the United States government.
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Williams v. Walker-Thomas Furniture Co. 5 results
- (Wright, J.) No. A contract is unenforceable if its terms, when considered in light of the circumstances existing when the contract was made, are so extreme as to appear unconscionable according to prevailing mores and business practices. Congress should consider enacting corrective legislation to protect the public from such exploitative contracts as were used by Walker-Thomas (D) in this case. In fact, Congress has recently enacted the Uniform Commercial Code, which specifically provides that the court may refuse to enforce a contract which it finds to be unconscionable at the time it was made. This court now holds in accordance with this position. Unconscionability has generally been considered as including the absence of meaningful choice for one party combined with contract terms ...of a contract, the primary concern must be with the terms, considered in light of the circumstances existing when the contract was made. This test cannot be mechanically applied. Case... ...court...
- LOAN SHARK: One who lends money to others at extremely high rates of interest, often threatening violence against the borrower if he or she defaults.
- Case Vocabulary
- (Danaher, J.) There must be thousands upon thousands of this kind of transaction occurring everyday. Because the law has long allowed parties such latitude in making contracts, any approach to this problem should be a cautious one. Here, Williams (P) apparently knew precisely where she (P) stood in this contract. The District of Columbia Court of Appeals was correct in its disposition of the issues.
- ...payments made would be credited pro rata on all outstanding balances. In other words, if a customer had bought more than one item on installments, his or her payments would be credited to all the debts for all the different items. This overall balance would then exist until all balances due were paid in full. On April 17, 1962, Williams (P) bought a stereo set for $514.95. By that point, Williams had an outstanding balance of about $164 for previously purchased goods. Her (P) new balance thus increased to $679. Williams (P) was receiving a $218 stipend from the government every month. Walker-Thomas (D) was aware of Williams’ (P) financial status when selling the stereo to her (P), and Williams’ (P) social worker’s name was even written on the back of the contract. Williams (P) eventually defaulted on her (P) payments shortly thereafter, and Walker-Thomas (D) sought to replevy all the items she (P) purchased after December 1957. The Court of General Sessions granted judgment for...
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- This case examines another method of interpreting writings, referred to as “Corbin’s Rules,” named after a well-known professor of law. Under this view, all relevant extrinsic evidence is admissible to interpret the writing, even if there is unambiguous integration. The court rejected the “plain meaning rule,” which limits the determination of the meaning of a writing to its four comers. Instead, the court held that extrinsic evidence that is relevant to prove a meaning to which the language of the instrument is reasonably susceptible is admissible. The court opined that the meaning of a writing can only be found by interpretation in light of all the circumstances that reveal the sense in which the writer used the words. The court noted that the fact that the terms of an instrument appear clear to a judge does not preclude the possibility that the parties chose the language to express different terms. This is a much more liberal approach than the “plain meaning rule.” The...
- (Traynor, J.) Yes. It is not appropriate for a judge to presume that his interpretation of particular contract language is so secure that it could not be swayed by relevant evidence to the contrary. The judge’s own linguistic ability is not infallible, nor is the language in the contract likely to be free from any ambiguities. We understand that many judges rely on particular language to give rise to certain contractual obligations. However, California courts should not rely on the magical incantation of special phrases in order to create and destroy contract rights. Contractual obligations are created by the intent of the parties. If a court can determine this intent from the language of the contract, then it need not admit any further evidence. However, language is seldom so clear as to warrant this approach. Ordinarily, the court must admit any evidence which is “relevant to prove a meaning to which the language of the instrument is reasonably susceptible.” This rule does not...
- CALIFORNIA SUPREME COURT ADMITS EXTRINSIC EVIDENCE TO SETTLE A DISPUTE OVER A CONTRACT TERM
- ...the cover on Pacific Gas & Electric Co.’s (PG&E) (P) steam turbine. The agreement required Thomas (D) to indemnify PG&E (P) against any property damage resulting from Thomas’s (D) work. To that end, Thomas (D) was obligated to purchase an insurance policy with more than $50,000 liability coverage for property damage. PG&E (P) was to be listed as an additional insured. In addition, PG&E (P) was supposed to be specifically covered for damage to their property. Thomas (D) subsequently damaged PG&E’s (P) engine in the course of their work. PG&E (P) then sued Thomas (D), requesting the cost of repairs under the indemnification clause. Thomas (D) argued that the indemnification clause only covered damage to property owned by third parties. The trial court rejected their proof on this issue, however. The judge acknowledged that the indemnification clause was of a sort which normally covered only the property of third parties. Nonetheless, he decided that the plain language of the...
- Is a court required to admit extrinsic evidence which may assist in the interpretation of a disputed contract term?
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- This case demonstrates that courts often hesitate to interpret contractual language as making a party’s duty conditional. Because express conditions must be literally satisfied, they carry with them a great risk of forfeiture by one party. For example, suppose Oppenheimer, Appel, Dixon & Co. (D) had conditioned the sublease on Oppenheimer & Co. (P) actually making the necessary communications improvements, and providing written notice thereof. If Oppenheimer & Co. (P) made the improvements but gave only oral notice thereof, it would have to forfeit the cost incurred in making the improvements. To avoid the inequities involved in such a forfeiture, courts will shy away from characterizing contractual provisions as express conditions. The court here, however, found that the language unambiguously conditioned the sublease on Oppenheimer, Appel, Dixon & Co. (D) receiving written notice. The court’s willingness to interpret the provision as an express condition was based on the fact that...
- Appeal to the Court of Appeals of New York challenging the Appellate Division holding reversing the decision of trial court granting the defendant’s motion for a judgment notwithstanding the verdict.
- ...the parties themselves, must be literally performed. In determining whether a particular agreement makes an event a condition courts will interpret ambiguous language as embodying a promise rather than an express condition. The reason for this preference is that conditions increase the obligee’s risk of forfeiture if they are not literally performed. The language used in the agreement between Oppenheimer & Co. (P) and Oppenheimer, Appel, Dixon & Co. (D) unambiguously establishes a condition precedent. Consequently, substantial performance is not sufficient in this context. Strict compliance protects the party that has taken the precaution of making its duty conditional. Thus, if Oppenheimer & Co. (P) is to obtain any relief for its failure it must be in order to avoid forfeiture. However, no threat of forfeiture is present. Furthermore, O & Y has agreed to indemnify Oppenheimer & Co. (P) for damages resulting from its failure to obtain a sublease. In sum, the letter clearly...
- ...by Olympia & York Company (O & Y). As incentive to move into its building, O & Y offered to make the rental payments due under Oppenheimer & Co.’s (P) current lease in case no sub-lessee was found to take over the 33rd Floor. Oppenheimer & Co. (P) and Oppenheimer, Appel, Dixon & Co. (D) then entered into a conditional letter agreement to sublease the 33rd Floor. The letter agreement provided that the sublease would be executed only upon the satisfaction of certain conditions, one of which was that Oppenheimer & Co. (P) obtain the landlord’s written consent to the construction of a telephone communication linkage system between Oppenheimer, Appel, Dixon & Co.’s (D) current offices on the 29th Floor and the 33rd Floor. The letter expressly provided that if Oppenheimer, Appel, Dixon & Co. (D) did not receive such written consent prior to January 31st, the sublease would be deemed null and void. The deadline for obtaining the landlord’s consent was subsequently extended to February...
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Kenford Co. v. Erie County 7 results (showing 5 best matches)
- ...40-year lease between the County (D) and DSI (P) for the operation of the facility would be negotiated by the parties and agreed upon within three months of the receipt by the County (D) of preliminary plans, drawings and cost estimates. It was further provided that in the event a lease could not be agreed upon within the three months, a separate management contract between the County (D) and DSI (P) would be executed providing for the operation of the stadium facility by DSI (P) for a period of twenty years. The parties never agreed upon the terms of the lease, nor did construction of the stadium ever begin. A breach of the contract thus occurred and this action was commenced by Kenford (P) and DSI (P). Prolonged pretrial and preliminary proceedings transpired throughout the next ten years, culminating with the entry of summary judgment against the County (D) on the issue of liability and directed a trial limited to the issue of damages. The ensuing trial ended with a... ...Court...
- PER CURIAM: Literally, “by the Court”; An opinion which is credited to the Court as a whole, instead of one particular author.
- The proof here does not establish that liability for loss of profits over a twenty-year period was in the contemplation of the parties at the time of the execution of the basic contract or at the time of its breach. Indeed, the provisions in the contract providing a remedy for a default do not suggest such a heavy responsibility on the part of the County (D). In the absence of any provision for such an eventuality, the common sense rule is to consider what the parties would have concluded had they considered the subject. The economic facts of life, the whim of the general public, and the fickle nature of popular support for professional athletic endeavors must be given great weight in attempting to ascertain damages twenty years in the future. New York has long recognized the Inherent uncertainties of predicting profits in the entertainment field in general and, in this case, it was dealing in large part with a new facility furnishing entertainment to the public. Accordingly, the court
- Case Vocabulary
- Appeal from the Appellate Division’s reversal of the decision of the trial court which awarded damages to the plaintiff.
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Mills v. Wyman 6 results (showing 5 best matches)
- (Parker, C.J.) No. A mere promise, without any consideration, cannot be enforced by action. This rule is universal in its application, and cannot be departed from to suit particular cases where a refusal to perform such a promise may be considered immoral. Moral obligations have been said to be a sufficient consideration to support an express promise; and some authorities have so held. After examining the case law, we are not convinced that we should follow that line. We believe instead that there must have been some preexisting obligation to form a basis for an effective promise. Cases of debts barred by the statute of limitations, of debts incurred by children, of debts of bankrupts, are generally offered as examples of the rule. Express promises founded on preexisting equitable obligations may be enforced because there is good consideration for them. In cases where there was originally a benefit to the promisor, according to the principles of natural justice the party benefitting...
- Case Vocabulary
- EXCEPTIONS: Objections to an order or ruling of the trial court.
- NONSUIT: Type of judgment given against the plaintiff on his inability to maintain his cause in court.
- A deliberate promise, in writing, made freely and without any mistake, that may lead the party to whom it is made into contracts and expenses, cannot be broken without a violation of moral duty. But if there was nothing promised or paid in return, the law leaves the enforcement to the conscience of the promisor. It is only when the party making the promise gains something, or the promisee loses something, that the law gives the promise validity. However, the courts of equity will step in to relieve situations of gross inadequacy between the consideration and the promise.
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Lucy v. Zehmer 5 results
- This classic case demonstrates the objective approach of the common law to the interpretation of contracts. The case shows that a joke can constitute a valid offer that can be validly accepted where the party upon whom the joke is being played is not aware of the joker’s Intent and it appears reasonable to believe that the offer is valid under all of the facts and circumstances involved in the case. If, however, the apparent offer is obviously a joke from the perspective of the party hearing it, the offer would not be valid and could not be validly accepted by the person hearing it. While virtually all common law courts would adopt this objective approach to the decision of whether a valid contract had been formed, some modern commentators have criticized this view, arguing that, in light of the costs to individual freedom that can result from finding that a contract has been made, the objective test should only be utilized where the promisor carelessly used language that induced...
- Case Vocabulary
- Appeal from a state trial court’s dismissal of a suit to obtain specific performance of an alleged contract to sell land.
- SPECIFIC PERFORMANCE: A legal remedy under which a court orders a party to perform the exact terms which he agreed to perform under a contract. It is often applied in real estate disputes because a parcel of land is considered unique and monetary damages are considered an inadequate substitute for the specific piece of land at issue.
- ...’s (D) wife as a party and also to be made conditional upon Lucy’s (P) satisfactory examination of the title to the land. Zehmer (D) tore up the first draft and wrote a second draft that included the provisions Lucy (P) wanted. After signing the new document. Zehmer (D) walked over to his wife in the restaurant and, after whispering to her outside of Lucy’s (P) hearing that the sale was a joke, had her sign the document. Zehmer (D) then gave the document to Lucy (P), who began financing the purchase the next day and soon after arranged for a title examination. Subsequently, Zehmer (D) refused to sell the farm and Lucy (P) sued Zehmer (D) and his wife seeking specific performance of the contract for the sale of the farm. At trial, Zehmer (D) and his wife asserted that they believed that Lucy’s (P) offer to buy the farm had been made in jest and that they had signed the contract as a joke, with no real intention of selling the farm. The trial court ruled in favor of Zehmer (D...
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Valentine v. General American Credit, Inc. 6 results (showing 5 best matches)
- Moreover, this employment termination case is for breach of contract; it is not a tort action. Valentine (P) may not recover mental distress damages in a breach of contract case. Although this result may leave the plaintiff with less than full recovery, there are few contractual scenarios in which the law has recognized mental distress damages. Loss of a job is not comparable to loss of a marriage or a child—those exceptional contract cases in which the courts
- EXEMPLARY (OR PUNITIVE) DAMAGES: Damages awarded in addition to actual damages when the defendant acted with recklessness, malice, or deceit; specifically, damages assessed by way of penalizing the wrongdoer or making an example to others. Punitive damages, which are intended to punish and thereby deter blameworthy conduct, are generally not recoverable for breach of contract. The Supreme Court has held that three guidelines help determine whether a punitive-damages award violates constitutional due process: (1) the reprehensibility of the conduct being punished; (2) the reasonableness of the relationship between the harm and the award; and (3) the difference between the award and the civil penalties authorized in comparable cases.
- Valentine (P) sued her former employer for mental distress and exemplary damages after she lost her job. She contended that an employment contract provides for job security and thus has a personal element, such that its breach can be expected to result in mental distress. The trial court dismissed Valentine’s (P) claims for mental distress and exemplary damages, and the court of appeals affirmed. Valentine (P) appealed to the state supreme court.
- Case Vocabulary
- PECUNIARY DAMAGES: Damages that can be estimated and monetarily compensated. Although this phrase appears in many old cases, it is now widely considered a redundancy, since damages are always pecuniary.
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Wholesale Sand & Gravel, Inc. v. Decker 4 results
- Sometimes a party to a contract will tell the other party outright that it will not perform. This would be an example of a clear anticipatory repudiation, and the other party would be justified in treating it as such. The harder cases come up when, like the instant case, one party to the contract perform. Obviously, it is more problematic to determine if conduct gives rise to an anticipatory repudiation than it is to determine if words do. That being said, there is a huge gray area in both the conduct and word arena where it really isn’t all that clear that a party has repudiated. That’s where the disagreements generally arise and where the courts inevitably become involved.
- Case Vocabulary
- Appeal from a lower court judgment in favor of Decker (D) on a claim for breach of contract.
- repudiator that he will not render the promised performance when [it is due].” The scholars and courts agree that such a manifestation can be either by words or by conduct that absolutely indicates a party’s unwillingness or inability to perform. Wholesale (P) contends that the court erred by finding that its conduct amounted to an anticipatory repudiation but we disagree. Wholesale (P) removed all of its equipment from the site and did not return, despite repeated requests from Decker (D) that it do so. Additionally, Wholesale (P), through Goodenow, repeatedly made assurances of its performance but failed to follow through. Wholesale (P) repeatedly failed to perform despite the fact that Goodenow had promised to get right to work. In these circumstances, Decker (D) was justified in treating Wholesale’s (P) conduct as an anticipatory repudiation. Affirmed.
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Hochster v. De La Tour 4 results
- In the instant case, the court announced the rule that is generally applicable to cases where one party anticipatorily repudiates a contract. The non-repudiating party has the option of either treating the repudiation as a current breach—giving rise to the immediate ability to sue for damages—or to wait and see whether the repudiating party will rescind the repudiation and perform. The non-repudiating party is not required to wait until the time performance was due to commence an action for breach. If he chooses to treat the repudiation as a current breach, he is entitled to treat the contract as canceled and is relieved of his own obligations to perform. Consequently, he may make alternative arrangements to mitigate his damages without relinquishing the right to sue the repudiating party for breach.
- Appeal from a trial court jury verdict in favor of the plaintiff, Hochster. [Actually, a hearing to determine the propriety of a rule nisi to enter a nonsuit or arrest the trial court’s judgment—in defunct and outdated law vocabulary.]
- Case Vocabulary
- ...him on a three-month tour of Europe to commence on June 1, 1852. On May 11, De La Tour (D) wrote Hochster (P) a letter stating that he had changed his mind and would no longer need Hochster’s (P) services. De La Tour (D) refused to pay Hochster (P) the agreed upon contract price. Hochster (P) brought an action for breach of contract on May 22, 1852. He also obtained another engagement with another patron on equally good terms but not to commence until July 4th. De La Tour’s (D) counsel objected that there was no breach of contract until June 1 and that Hochster (P) had no cause of action until after that date. Hochster’s (P) counsel argued that a cause of action accrued when De La Tour (D) renounced the contract on May 11th. The jury found in Hochster’s (P) favor and De La Tour (D) appealed. [The preliminary portion of the case is De La Tour’s (D) counsel’s argument in support of his contention that Hochster (P) was obligated to remain unemployed up until June 1 in order to...
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Nursing Care Services v. Dobos 4 results
- (Hurley, J.) Yes. First, we agree with the trial court that Nursing Care Services (P) failed to prove that an express contract existed whereby Ms. Dobos (D) agreed to pay for the services Nursing Care Services (P) rendered. However, that does not preclude Nursing Care Services (P) from recovering, as the trial court concluded. If Nursing Care Services (P) can show that a quasi-contract existed, it can still recover for the value of the services provided to Ms. Dobos (D). The most common use of the quasi-contract is for exactly this type of case where one seeks to recover for the value of services rendered. It is easy to understand why this type of situation lends itself to the quasi-contract. To allow a defendant, such as Ms. Dobos (D), to retain the benefit of the services provided would be unjust without compensating the one who provided that benefit to their own detriment. The fact that this type of case lends itself to the quasi-contract does not mean a quasi-contract should be...
- .... Thus, there is an important requirement for using a quasi-contract to recover for the value of services rendered: there must be some sort of acceptance of those services. Acceptance can happen one of two ways: where one actually requests the services or, as was the case here, where one knowingly and voluntarily accepts the services without objection. There is another exception to keep in mind here, that being the emergency aid doctrine. In situations where aid is given in an emergency situation to a person who is unable to consent, the law will allow recovery for the value of those services, provided the services were necessary and are of the type that are usually paid for. Thus, if a doctor passes a car accident and aids an unconscious victim at the scene and then at the hospital, even though the victim is unable to consent to the services provided by the doctor, the doctor will be able to recover for the services he provided. Often the key to knowing when recovery will...
- Case Vocabulary
- ...Ms. Dobos’ (D) condition was serious and she was hooked up to all kinds of equipment. After that, she was treated at home, first for 48 straight hours and then off and on for two weeks. Ms. Dobos (D) was alert and aware at all times while she received care at home. The total bill for the nursing services Ms. Dobos (D) received while in the hospital and at home was $3,723.90. Nursing Care Services (P) brought suit against Ms. Dobos (D) to recover for their services. At trial, Ms. Dobos (D) conceded that she owed $248 for the nursing care provided for the first 48 hours after she was released from the hospital. While Ms. Dobos (D) did not contest the reasonableness of the charges, the necessity of the care or the standard of care provided, she did object to paying for the other services since she did not agree to pay for them. Instead, Ms. Dobos (D) thought Medicare would take care of paying the bill. Following a trial to the Court, judgment was entered in favor of Nursing Care...
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United States v. Wegematic Corp. 3 results
- of the occurrence of the contingency. In this case both parties assumed, and Wegematic (D) promised, that there would be a revolutionary technological breakthrough, but no breakthrough occurred and the burden of Wegematic’s (D) performance substantially increased. In such cases, the court must determine whether the parties allocated between themselves the risk that the development might be impracticable. Because Wegematic (D) promised a revolutionary breakthrough, the court held that Wegematic (D) should bear the risk that this breakthrough would not occur. By the time
- Case Vocabulary
- ...per day for delay. The order further provided that if Wegematic (D) failed to comply with any part of the agreement, the Board (P) could buy a computer from another source and hold Wegematic (D) liable for any excess cost. Wegematic (D) accepted this order, Wegematic (D) then encountered engineering difficulties, notified the Board (P) that it needed to delay delivery and asked the Board (P) to waive the stipulated damages. The Board (P) waived no rights. In mid-October 1957, Wegematic (D) notified the Board (P) that engineering difficulties made it impracticable to deliver the computer and requested cancellation of the contract without damages. The Board (P) rented another comparable computer from IBM and initiated this suit. The trial court awarded the United States (P) $46,300 liquidated damages for the delay, $179,450 for the excess cost of the IBM computer, and $10,056 for useless preparatory expenses, for a total of $235,806 plus interest. Wegematic (D) argues that...
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H-W-H Cattle Company, Inc. v. Schroeder 8 results (showing 5 best matches)
- (Heaney, J.) Yes. Under the Uniform Commercial Code, a buyer has two options when the seller fails to deliver: (1) the buyer may “cover” by making a good faith substitute purchase and then recover from the seller the difference between the cost of cover and the contract price, together with any incidental and consequential damages; or (2) recover damages for non-delivery. The facts indicate that H-W-H (P) did not effect cover in this case. Accordingly, damages are calculated according to the second option. The measure of damages for non-delivery is the difference between the market price at the time when the buyer learned of the breach and the contract price, together with any incidental and consequential damages, but less any expenses saved in consequence of the seller’s breach. Market price is to be determined as of the time and place for tender. The district court found that the parties had modified the time for delivery in this case, in that H-W-H (P) would have accepted...
- Generally speaking, the court will not award damages that leave a plaintiff better off than he would have been had no breach occurred. When the claim is framed as a tort, however, rather than a breach of contract (as in the case of fraud, for instance), punitive damages may also be awarded. Punitive damages are generally intended to punish the wrongdoer rather than compensate the injured, and are meant to deter future similar wrongdoing, but the net result could also be viewed in terms of a windfall to the plaintiff.
- Schroeder (D) was only able to deliver only 1,397 cattle to H-W-H (P), leaving it 603 short of fulfilling its contract. H-W-H (P) filed an action for breach of contract against Schroeder (D) in federal district court. The district court found that Schroeder (D) breached its contract with H-W-H (P) by failing to deliver 603 head of cattle and awarded H-W-H (P) $15,075, the remaining amount of HWH’s down payment that Schroeder (D) had retained, and $1,371.83 in damages for HWH’s (P) lost commission on the 603 cattle not delivered. H-W-H (P) appealed.
- Case Vocabulary
- EXPECTANCY DAMAGES: Damages in a breach of contract case that are intended to put the injured party in as good of a position as if the breaching party fully performed its contractual duties.
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Channel Home Centers v. Grossman 5 results
- ...that the letter is unenforceable evidence of preliminary negotiations between the parties. In addition, Grossman (D) argues that the letter would be unenforceable even if it was considered a contract because it was not supported by consideration. Grossman’s (D) first argument misconstrues Channel’s (P) claim, however. Channel (P) does not claim that Grossman (D) breached an agreement to lease the mall site. They claim that Grossman (D) breached an agreement to negotiate in good faith toward the desired goal of a binding lease. Pennsylvania law sets the following requirements for an enforceable contract: 1) both parties must manifest an intention to be bound by the terms of the contract [offer and acceptance], 2) the terms of the contract must be sufficiently definite, and 3) the contract must be supported by consideration. Consideration may be a benefit granted to the promisor or a detriment suffered by the promisee. In either case, consideration must be bargained for and...
- ...draft lease about a month after signing the letter of intent. After some further communications between the parties, Grossman (D) and Channel’s (P) lawyer planned a conference call to discuss some of the issues concerning the lease. Both parties thought that the other party was responsible for reinitiating contact between them. [Here’s where it gets interesting] During this time, another retail chain, Mr. Good Buys, contacted Grossman (D) about leasing a space at the mall. In fact, Grossman (D) gave them a tour of the proposed Channel (P) site and discussed the terms of a prospective lease with them. Soon after, Grossman (D) terminated their negotiations with Channel (P), claiming that Channel (P) had failed to submit a signed and mutually acceptable lease within the thirty day limit. The next day, Grossman (D) executed a lease with Mr. Good Buys at a much higher rate than that to which Channel (P) had agreed. Channel (P) subsequently sued Grossman (D) for breach of contract....
- Case Vocabulary
- COURT OF APPEALS APPROVES A CONTRACT TO NEGOTIATE TOWARDS AN AGREEMENT
- Appeal from a district court judgment for the defendant in a breach of contract action.
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Martinez v. Socoma Companies, Inc. 7 results (showing 5 best matches)
- When the government enters into a contract, such as the one at issue here, its purpose is usually to benefit the public or a particular community. As this case illustrates, however, that does not necessarily make the residents of the community third-party beneficiaries of the contract with the right to recover damages in the event of a breach. Courts are reluctant to allow individual residents of a community to recover damages for themselves under a contract that was intended to benefit everyone in the community. However, if a third party can characterize himself as a creditor or donee beneficiary, he may be able to recover. The court does not discuss the creditor-beneficiary concept in any detail, but it does explain why it is that a group of plaintiffs, who Congress specifically intended to benefit under its Special Impact Programs, cannot be allowed to maintain an action for damages for breach of a public contract. The benefit of Socoma’s (D) performance under the contract was
- The government entered into a contract with several companies under which the government paid the companies to build factories and hire residents in a neighborhood with high unemployment, and when the companies failed to perform, unemployed community residents sued.
- ...to the third party and If the promisor understood the promisee’s donative intent, or should have understood it from the nature of the contract. In other words, in determining whether an individual is a donee beneficiary, courts look to the intentions of the promisee and the promisor. Here, the government intended that Martinez (P) and the rest of the class to benefit from its contracts with Socoma (D) and the other companies. However, the fact that the government intended Martinez (P) to benefit does not necessarily imply that the government intended the benefit as a gift. The government’s program was actually designed, not as a gift to Martinez (P) and the other unemployed residents of East Los Angeles, but as a means of accomplishing a wider public purpose. Even when an individual is not the intended recipient of a gift under a contract, he may be considered a donee beneficiary if the terms of the contract and the surrounding circumstances show that the promisee intended...
- Case Vocabulary
- Appeal to Supreme Court of California of class action for breach of contract.
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DeFontes v. Dell, Inc. 6 results (showing 5 best matches)
- , courts have generally looked more favorably upon sellers and licensors seeking to enforce the provisions of “agree now, terms later” contracts. The approach to later-presented terms has become the majority view, but, as this case demonstrates, just because a court adopts the
- ...that Dell (D) wrongfully held onto any of the tax monies collected. Dell (D) filed a motion to compel arbitration of the dispute pursuant to the arbitration clause in the parties’ purported agreements. The hearing justice found that although the plaintiffs could have reviewed the terms and conditions in their agreements had they clicked on a hyperlink on Dell’s (D) website, the link was too inconspicuous and thus insufficient to put customers on notice of the terms and conditions. The terms and conditions were also, however, included in the packaging of the computers. The hearing justice noted that shrinkwrap agreements—paper agreements enclosed within the packaging of a product—are generally sufficient to put consumers on inquiry notice of the terms and conditions of a transaction. But such agreements, the court explained, are valid only if they make it clear to the consumer that they can disclaim the terms and conditions by returning the product. The hearing justice found...
- Dell (D) argues that a terms and conditions pamphlet included with a product becomes part of the contract, and there is much support for this position. But not all courts agree. Having reviewed the case law pertaining to shrinkwrap agreements, we conclude that it is unreasonable to expect a seller to apprise a consumer of every term and condition at the moment she makes a purchase. We therefore decline to adopt the minority view, urged by the plaintiffs, that a contract is fully formed when a buyer orders a product and a seller accepts payment or arranges shipment. Thus, the central question here is whether the terms and conditions agreement used by Dell (D) made it clear that, by accepting the product, the consumer was accepting the terms and conditions, and that the consumer could reject the terms and conditions by returning the product. Here, the plaintiffs would have had to refer to a separate “Total Satisfaction Return Policy” in order to get the full message, and even then we...
- Case Vocabulary
- Appeal by the defendants’ from the trial court’s denial of their motion to compel arbitration.
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- A party who had contracted to buy a large amount of oil rejected a shipment because of high sulfur content and also rejected the seller’s offer to replace it with another shipment.
- There is no mathematical rule relating to the percentage of the price, cost of completion, or physical completeness of a building that can be used to determine substantial performance of a building contract one must look at the facts of the individual case to make such a decision.
- When a contractual obligation is substantially though not fully performed, the omission made in the attempted fulfillment of the contract is trivial, and the cost of fixing that omission would be great, a court may order as damages payment of the difference in value between the fulfillment of the contract as completed and the fulfillment as contemplated under the contract instead of the cost of fixing the omission.
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- The government entered into a contract with several companies under which the government paid the companies to build factories and hire residents in a neighborhood with high unemployment, and when the companies failed to perform, unemployed community residents sued.
- Although the general rule is that only those in privity of contract have enforceable rights under the contract, an exception is made in the case of creditor-beneficiaries.
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Angel v. Murray 4 results
- ...the preexisting duty rule has served a useful purpose insofar as it deters parties from using coercion and duress to obtain additional compensation, it has been widely criticized as a general rule of law. The modern trend appears to recognize the necessity that courts should enforce agreements modifying contracts when unexpected or unanticipated difficulties arise during the course of the performance of a contract, even though there is no consideration for the modification, as long as the parties agree voluntarily. Under the Uniform Commercial Code, section 2–209(1), which has been adopted by 49 states, an agreement modifying a contract for the sale of goods needs no consideration to be binding. Although at first blush this section appears to validate modifications obtained by coercion and duress, the comments to this section indicate that a modification under this section must meet the test of good faith imposed by the Code, and a modification obtained by extortion... ...case....
- The primary purpose of the preexisting duty rule is to prevent what has been referred to as the “hold-up game.” An example of the hold-up game can be found in the area of construction contracts. Frequently, a contractor will refuse to complete work under an unprofitable contract unless he is awarded additional compensation. The courts have generally held that a subsequent agreement to award additional compensation is unenforceable if the contractor is only performing work that would have been required of him under the original contract. The courts will not enforce an agreement that has been procured by coercion or duress and will hold the parties to their original contract regardless of whether it is profitable or unprofitable. However, the courts have been reluctant to apply the preexisting duty rule when a party to a contract encounters unanticipated difficulties and the other party, not influenced by coercion or duress, voluntarily agrees to pay additional compensation for work...
- Case Vocabulary
- PRAYER: The request contained in a bill in equity that the court will grant the process, aid, or relief which the complainant desires.
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Gardner Zemke Co. v. Dunham Bush, Inc. 4 results
- preprinted forms for transactions, such as orders and acknowledgements. These forms often have differing terms, but the parties usually go forward with the transactions. Assuming a contract has been formed, the conflicting terms in the offer and acceptance cancel each other out and the applicable provisions of the UCC will apply in their stead. This rule is often referred to as the “knockout” rule, because the conflicting terms knock other terms out of the agreement. The court in this case remanded the matter because the trial court did not fully consider the commercial context and expectations of the parties to determine whether a contract existed.
- Case Vocabulary
- wherein the court concluded that the “expressly conditional” provision of § 2–207(1) “was intended to apply only to an acceptance which clearly reveals that the offeree is unwilling to proceed with the transaction unless he is assured of the offeror’s assent to the additional or different terms therein.” We adopt this rule and add that whether the acceptance is made expressly conditional on assent to different or additional terms is dependent on the commercial context of the transaction. Official Comment 2 suggests that under § 2–207 “a proposed deal which in commercial understanding has in fact been closed is recognized as a contract.” Thus, the trial court should have considered the commercial setting of each transaction and the reasonable expectations of the parties. We therefore remand for consideration of this question. In the event that the trial court concludes that Dunham’s (D) Acknowledgment constituted an acceptance, it will face the question of which terms will control...
- ...a mechanic and pay for the cost of service, but only if the problems discovered were due to manufacturing defects. Dunham (D) required that before the service call would be made, a purchase order had to be issued from the DOE, to be executed by Dunham (D), for payment of services in the event that the mechanic discovered problems not caused by manufacturing defects. Gardner (P) rejected the proposal on the ground that there was a warranty still in effect for the chillers and a separate purchase order for warranty repairs was not appropriate. The DOE hired another contractor to repair the chillers, and withheld $20,000 from its payment sent to Gardner (P) under the parties’ contract. [Ouch! Guess what Gardner (P) did?] Gardner (P) sued Dunham (D) for breach of contract for failure to provide the proper equipment and failure to provide warranty service. The trial court held that Dunham’s (D) Acknowledgment was a counter-offer to Gardner (P), which Gardner (P) accepted by silence...
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United States v. Algernon Blair, Inc. 4 results
- Many courts have made similar rulings on questions of this nature. The Second Circuit, in , ruled that the subcontractor should recover the “actual value of labor and materials” from the contractor in the event of the contractor’s breach. Generally, the courts that follow this reasoning must face the minor problem of measuring the benefit received by the breaching party. This difficulty is eased by relying on the reasonable value of the services rendered. The use of the reasonable value standard is favorable, for even if the party in breach abandons the contractual enterprise entirely, any performance taken by the nonbreaching party will be, presumably, for the benefit of the party in breach. This was certainly the case here, as the steel erection and crane usage provided by Coastal (P) certainly helped Blair’s (D’s) construction work.
- ...of a naval hospital. Blair (D) then contracted with Coastal Steel Erectors, Inc. (Coastal) (P) to conduct steel erection operations and supply equipment as part of Blair’s (D’s) contract with the U.S. (P). Coastal (P) began performing its obligations and supplied its own cranes for handling and placing the required steel. Blair (D) claimed that the costs of the crane rental were not its (D’s) responsibility under its (D’s) subcontract with Coastal (P), and refused to pay those costs. Because of this refusal to pay, Coastal (P) terminated its performance. This occurred after Coastal (P) had completed roughly 28 percent of its subcontract. Blair (D) went ahead and completed its contract with the U.S. (P) with a new subcontractor. Coastal (P) sued in the name of the United States (P) under the Miller Act to recover damages for labor and equipment already furnished. The district court found that Blair (D) was required under the subcontract to pay for crane use. Also, the refusal...court
- Case Vocabulary
- , the Second Circuit faced a similar situation involving a prime contractor who had unjustifiably breached a subcontract after partial performance by a subcontractor. There, the court stated that the subcontractor could choose not to file suit based on the contract, and instead could make a claim for the reasonable value of his or her performance. Here, Coastal (P) paid for the costs of labor and equipment that Blair (D) has used. Blair (D) then breached the subcontract and retained the benefits of this labor and ...would have lost money on the contract and been unable to recover in a suit on the contract. The standard measuring the reasonable value of the services rendered is the amount for which such services could have been purchased from one in the plaintiff’s position at the time and place the services were rendered. The district court must determine the reasonable value of the labor and equipment that Coastal (P) provided for Blair (D). This amount should then be awarded...
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Taylor v. Caldwell 5 results
- This landmark case gave rise to the modern doctrine of impossibility. Under UCC § 2–615, unless a seller assumes a greater obligation, his non-delivery is not a breach of contract where a basic assumption on which the contract was made is that a particular contingency would not occur, but that contingency does occur and renders performance impracticable. In UCC terms, Caldwell’s (D) performance was excused because he did not expressly assume the risk of the destruction of the music hall, performance was not only impracticable but impossible, and the continued existence of the music hall was a basic assumption on which the contract was made. Under ...in a contract with no qualifying language, a court can still excuse him from performing that duty if some unexpected supervening event makes the performance impracticable Both § 2–615 of the UCC and § 261 of the Restatement address two types of assumption of risk. Both sections require that the nonoccurrence of the supervening event...court
- LANDMARK CASE USES AN IMPLIED CONDITION TO APPLY THE IMPOSSIBILITY DOCTRINE TO THE DESTRUCTION OF THE SUBJECT MATTER OF A CONTRACT
- Case Vocabulary
- ...performance unexpectedly burdensome or even impossible. However, this rule only applies when the contract is positive and absolute, and not subject to any express or implied condition. Where the parties must have known when they entered into the contract that it could not be performed unless some particular thing continued to exist at the time of performance, and thus contemplated that continuing existence as the foundation of the performance, then, absent an express or implied warranty that the thing shall exist, the court must construe the contract as subject to an implied condition that the parties shall be excused if, before breach, destruction of that thing makes performance impossible. Such a construction tends to fulfill the intent of the parties, since men would generally state such a condition if the matter occurred to them. Contracts which require a person to personally perform some promise, such as a promise to marry, do not generally contain an express exception...
- IMPOSSIBILITY: A doctrine under which a court may excuse a party from his duty to perform where that performance has become impossible without his fault, such as by the perishing of something or someone necessary for performance or by a change that makes the contract illegal.
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Lingenfelder v. Wainwright Brewery Co. 6 results (showing 5 best matches)
- that which he is already under contract to do is without consideration is conceded by Jungenfeld’s executors (P). This rule has been so long imbedded in the common law and decisions of the highest courts in the various states that nothing but the most cogent reasons ought to shake it. Nothing we have said is intended as denying parties the right to modify their contracts, or make new contracts, upon new or different considerations, and binding themselves thereby. What we hold is that, when a party merely does what he has already obligated himself to do, he cannot demand an additional compensation therefor. Although by taking advantage of the necessities of his adversary he obtains a promise for more, the law will regard it as nudum pactum, and will not lend its process to aid in the wrong. So holding, we reverse the judgment of the circuit court to the extent that it allows Jungenfeld’s estate (P) the amount of commission of 5% on the refrigerator plant, and approve the report of...
- This case concerns a promise to perform an act that the promisor is already obliged to perform under a contract. The executors of Jungenfeld’s estate (P) contended that the original contract between the parties had been abrogated, and that a new contract was entered into, differing form the old only in that Wainwright (D) was to pay a sum over and above the compensation originally agreed upon. The services to be provided (and thereafter actually performed) by Jungenfeld would, in this view, constitute a sufficient consideration. While such a principle has been recognized in a number of cases, the case at hand does not warrant its application. Wainwright (D) promised Jungenfeld a bonus to resume work and complete the original contract under the original terms. This case is analogous to that of seamen hired for a voyage who threaten desertion in a foreign port and receive promises of additional compensation. It has been uniformly held that they may not recover.
- Case Vocabulary
- Appeal from the circuit court’s judgment in favor of the plaintiffs.
- REFEREE: A person who is appointed by the court to exercise certain judicial powers, to take testimony, to hear parties, and report his findings.
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- [mutual mistake regarding character of consideration makes contract voidable], here the income-generating rental property did not exist. We think the legal effect of a mistake should be analyzed on a case-by-case basis to determine whether the mistake relates to a basic assumption upon which the contract is based and materially affects the parties’ agreed performance. Here, the Pickleses (D) and the Messerlys (P) believed the contract involved income-generating property. This mistake is about a basic assumption that materially affects the parties’ agreed performance. However, a court need not grant rescission in every such case. Where both parties are equally innocent, we must determine which party should bear the risk of loss resulting from the mistake. Equity suggests that here the Pickleses (D) should bear the loss. We look first at whether the parties agreed between themselves who should bear the risk of loss. Here, the “as is” clause in the contract indicates that the parties...
- Here the court adopts the approach to mutual mistake found in the Restatement (Second) of Contracts § 152 and holds that rescission should be granted only when a mistake relates to a basic assumption of the parties upon which the contract is made, and that materially affects the agreed performance of the parties. Section 152 further provides that a contract based on a legally significant mistake is voidable by the adversely affected party unless the adversely affected party bears the risk of the mistake. In this case, by agreeing to the “as is” clause, the Pickles (D) bore the risk of the mistake. A party may also be deemed to assume the risk of loss when the party is uncertain or consciously ignorant of a vital fact. For example, consider a man who finds a stone that appears to be a gem and takes it to a jeweler to be appraised. The jeweler honestly states that he does not know whether the stone is valuable and offers $1 for it. The man agrees to sell it. The stone turns out to be...
- Case Vocabulary
- ...) executed a contract with the Messerlys (P) that included an “as is” clause stating that the Pickleses (D) had inspected the property and agreed to accept it in its present condition. A few days later, the Pickleses (D) discovered raw sewage seeping out of the ground. The Lenawee County Board of Health (the “County”) (P) condemned the property and sued the Messerlys (P) and the Pickleses (D). The County (P) sought an injunction proscribing human habitation of the premises until it was brought up to code. After the injunction was granted, the County (P) withdrew from the lawsuit. When the Pickleses (D) failed to make payments on the contract, the Messerlys (P) filed a cross-complaint against them for foreclosure, sale of the property, and a deficiency judgment. The Pickleses (D) counterclaimed against the Messerlys (P) and the Barneses for rescission based on misrepresentation and fraud. The trial court held for the Messerlys (P) on their foreclosure action and held that the...court
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Lonergan v. Scolnick 4 results
- This case could have been decided in favor of either party, even assuming that Scolnick (D) never intended to make a definite offer to Lonergan (P) through the letters he mailed. The real issue raised is whether that lack of intent was reasonably manifested to Lonergan (P). The court held that Scoinick’s (D) warning that Lonergan (P) act fast on account of their being other interested purchasers should have placed Scolnick (P) on notice that no definite offer was intended. However, it may have been just as reasonable to think that Scolnick’s (D) language, when taken in context with other correspondence, manifested an intent to make an offer. Sellers often use phrases like “act now” and “going fast” specifically to induce an acceptance.
- ...on how to reach it and stating that the rock-bottom price was $2,500. The letter expressly identified itself as a “form letter.” Lonergan (P) then wrote a letter asking for a legal description of the property and whether land was level or included certain rock hills, and suggesting a particular escrow agent in case he desired to purchase the land. Scolnick (D) replied with a letter answering Lonergan’s (P) questions, assenting to the suggested escrow agent and stating, “If you are really interested, you will have to decide fast, as I expect to have a buyer in the next week or so.” Five days after he sent this letter, Scolnick (D) sold the property to a third party. Three days thereafter, Lonergan (P) sent a letter informing Scolnick (D) that he would immediately proceed to open escrow and place a deposit therein and requesting that Scolnick (D) forward to the escrow agent a deed with instructions. At trial the judge found that the correspondence between the two constituted...
- Appeal from the judgment of the trial court, which denied the plaintiff’s request for specific performance of a real estate contract on the ground that the offer for sale was not timely accepted.
- to the possible sale to a third party should have indicated that Scolnick (D) was conducting the sale on a first come, first served basis. We agree with the trial court that no contract was formed between these two parties. Affirmed.
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Dougherty v. Salt 4 results
- (Cardozo, J.) No. The statement in the note raises an inference that there was sufficient consideration given for the note. However, the facts of this case as related by the boy’s (P) own guardian are sufficient to overcome and rebut the inference of consideration. As can be seen from the testimony from the plaintiff’s own witness [the guardian], there was no consideration given for the note. The note was simply a voluntary and unenforceable promise of an executory gift, despite the note’s form language of being for “value received.” The boy (P) was not a creditor, nor was the Aunt repaying a debt or other obligation. In light of the surrounding facts, the form of the preprinted blank note is not enough to imply consideration. The trial judge was correct in setting aside the verdict and the appellate court erred by reversing. Reversed.
- Appeal of a trial court decision in favor of the defendant and an appellate court reversal finding sufficient consideration.
- Case Vocabulary
- ...wrong with making out a note and the Aunt asked him to make one out for her right then. The guardian produced a blank, preprinted promissory note form that contained the words “value received.” The form was filled out and signed. The Aunt then handed the note to her nephew (P) and told him that because he had always done for her, she had made the note out for him. She further cautioned the boy (P) not to lose the note, as one day it would be valuable. The boy (P) or his guardian apparently tried to collect the note from Salt (D), the Aunt’s heir [or executor—it isn’t clear from the facts which one], after the Aunt’s death. At trial, the judge submitted the question whether there was consideration for the promised payment. The jury found that there was, but the judge set aside the verdict for the boy (P) and dismissed the complaint on the ground that there was no consideration for the note. On appeal, a divided appellate court reversed on the ground that the form of the note was...
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- This case looks at what is required to prove “assent,” when assent is expressly called for in a document purporting to be an acknowledgment containing different or additional terms than those contained in the offer. The court concludes that merely going forward with the deal, even though there had been discussions in the past about the different or additional terms, is not sufficient. There must be a specific and unequivocal expression of assent by the
- Case Vocabulary
- ...of liability, Metal-Matic (3rd party D) is not liable to Krack (D & 3rd party P) for part of Diamond’s (P) damages. We therefore must determine whether the disclaimer became part of the contract. The purchase order and acknowledgment forms contained different or additional terms. Thus, UCC § 2–207 [a document responding to an offer and purporting to be an acceptance will be an acceptance, despite the presence of additional and different terms] applies. The only requirement under § 2–207(1) is that the responding form contain a definite and seasonable expression of acceptance, unless the acceptance expressly conditions acceptance on the offeror’s assent to the additional or different terms. If the offeror assents, there is a contract, which includes the additional terms. If the offeror does not consent, but the parties proceed with the transaction, the performance results in the formation of a contract. In that case, the terms of the contract are those on which the parties...
- ...(D & 3rd party P) filed a third-party complaint against Metal-Matic (3rd party D). The issue in this case concerns the third party complaint, with Krack (D & 3rd party P) as the prosecuting third party plaintiff and Metal-Matic (3rd party D) as the responding third party defendant, Krack Corp. (D & 3rd party P), a manufacturer of cooling units that contain steel tubing, purchased steel tubing from Metal-Matic (3rd party D) over a ten-year period. The parties followed the same course of dealing during those ten years beginning with Krack (D & 3rd party P) sending a blank purchase order to Metal-Matic (3rd party D) stating how much tubing it would need for the year, and throughout the year, Krack (D & 3rd party P) would send release purchase orders to Metal-Matic (3rd party D) requesting shipment of the tubing. Metal-Matic (3rd party D) responded to the release purchase orders by sending Krack (D & 3rd party P) an acknowledgment form and thereafter shipping the tubing. The...
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- (Cummings, Cir. J.) While I agree with the result in this case, I do not agree with the reasoning behind it. I believe that, in the circumstances, a prudent businessman in PDM’s (P) situation would have reasonable grounds for uncertainty after learning that Brookhaven (D) failed to acquire a loan to pay for the tank. However, I think PDM (P) overstepped itself by requesting the kinds of assurances that it did. PDM’s (P) conduct crossed the line between requesting adequate assurances and rewriting the contract. The district court could have properly concluded that PDM (P) made more than a commercially reasonable demand for adequate assurances and that its conduct itself constituted a breach of the original contract.
- This case is illustrative of one of the remedies available to a party when it becomes apparent that the other party might not be able to perform, but has not yet anticipatorily repudiated the contract. The first party is kind of in limbo at this point. The other party may not have made the all-important ...make the first party pretty nervous. If the first party simply assumes that the other has anticipatorily repudiated, he runs the risk of being liable for breach himself if it later turns out that the other has not repudiated. Both the UCC and the common law allow a party who has become uncertain of the other’s performance to demand an adequate assurance of performance. But, as can be seen in the instant case, the UCC requires that a party have objectively reasonable grounds for insecurity before it makes such a demand upon the other party. In the event that reasonable grounds for insecurity exist, the UCC allows a party to make a demand for adequate assurances and to suspend its...
- Case Vocabulary
- ...P) credit manager testified that he was unaware of any change in Brookhaven’s (D) financial condition. Additionally, it appears that PDM (P) offered to finance Brookhaven (D) itself at an interest rate of 9 & 1/2%—an offer that Brookhaven (D) declined. If PDM (P) was not worried about Brookhaven’s (D) ability to repay the loan according to a promissory note, it is curious why it would be nervous about Brookhaven’s (D) ability to pay on the underlying contract. Section 2–609 is a protective device available when reasonable grounds for insecurity arise—it is not a license to rewrite a contract or to ask for more than that to which a party is entitled under the circumstances. In this case, we cannot find that PDM (P) had the reasonable grounds for insecurity that would act as a predicate to a demand for adequate assurance of performance. As such, its conduct was itself a breach of the contract. Brookhaven’s (D) request to delay the contract for a year clearly came after PDM’s (P)...
- ...personal guarantee. PDM (P) took no further steps towards its performance. On April 29, 1969, at a meeting between Brookhaven (D) and PDM (P), PDM’s (P) sales manager told Betke that he could finish the tank and install it within a matter of weeks, but Betke told him that he wouldn’t need the tank until the following year. Further efforts to implement the contract broke down. Brookhaven (D) had the foundation installed but never installed the tank. Instead, it located another piece of property and developed additional wells to provide an adequate water supply. The foundation had cost it about $18,895 and the removal of the foundation was estimated at an additional $7,000. PDM (P) brought suit against Brookhaven (D) alleging that Brookhaven (D) repudiated the contract on April 29 when Betke informed PDM’s (P) sales manager that he did not need the tank. Brookhaven (D) counterclaimed for breach of contract. The trial court entered a judgment notwithstanding the verdict in favor...
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- Federal circuit court review of a federal trial court decision in the defendant’s favor.
- modifications is to prevent the promisor from fabricating a modification that will let him escape his obligations under the contract. The danger of successful fabrication is less if the promisor has actually incurred a cost—i.e., has relied. The jury instruction on modification in this case did not include any reference to reliance. When a jury instruction is erroneous there must be a new trial. National Metal Crafters (D) has a strong case that it relied on the waiver of the delivery deadlines and that there was no causal relationship between its late deliveries and the cancellation of the contract. We are just not prepared to say that it is such a strong case as not to require submission to a jury.
- (Easterbrook, J.) Detrimental reliance is not an essential element of waiver. The majority attempts to rewrite the UCC. Here, we have an attempt at modification of the contract that may operate as a waiver. A requirement of reliance will not make a difference very often, and certainly not in this case.
- CASE VOCABULARY
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- A court won’t grant a party additional costs other than that agreed in the contract if the party relies on a theory of quantum meruit (under this equitable doctrine, the court will imply a promise to pay for labor and goods if a party stands to unjustly enrich himself on the labor and goods of another) and the party cannot show that its contract performance was impractical.
- A subcontractor did work in preparation for performance at the general contractor’s request, but further performance became impossible when a court held the general contract invalid.
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Seggebrush v. Stosor 5 results
- State appellate court review of a trial court verdict in the plaintiff’s favor.
- Case Vocabulary
- THE COURT WILL READ AN “I WILL NOT CHEAT” CLAUSE INTO A CONTRACT
- The plaintiff leased certain premises in Chicago Heights to the defendant, on which the defendant operated a gas station. The rent was 1-1/4 cents per gallon of gasoline sold. Initially, the defendant complied with the terms of the lease, but then he bought the lot next door and opened a gas station on that lot, leaving the original station virtually unattended and selling virtually no gas at that station, such that the rent he owed plummeted. The plaintiff brought a forcible detainer suit to recover possession of the leased premises and sought damages. The defendant argued that he had a right to construct a gas station next door, and that no minimum rent was set out in the lease. The court entered a verdict in the plaintiff’s favor.
- ...premises in such a way as to reasonably produce the rent contemplated by the parties at the time the contract was entered into. Moreover, he agrees that he will not by his own act deprive the lessor of her share of the bargain to which she would be reasonably entitled if the premises continued in the condition in which it was rented without hindrance on the part of the defendant. The parties here agree that the amount of gasoline sold averaged 12,000 gallons per month before the new station was opened, and dropped to just 200 gallons per month thereafter. The defendant willfully and deliberately, and purely with the intention of injuring the plaintiff, built himself a new station right next door and transferred to the new place. Now he stands before the court and argues that there is nothing in the contract stopping him from cheating the plaintiff. Of course there isn’t. Certainly the plaintiff could not foresee such a possibility. But the law will not stand by and allow such an...
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Steuart v. McChesney 7 results (showing 5 best matches)
- COURT OF COMMON PLEAS: Type of courts remaining in a few states wherein all civil and criminal actions commence.
- DECREE: Equivalent to a judgment in a court of law, but rendered in a court of equity.
- Case Vocabulary
- must be known before the meaning of the words can be plain and clear. Whether the language of an agreement is clear and unambiguous may not be apparent without cognizance of the context in which the agreement arose. However, application of the plain meaning rule prevents or hinders parties who are dissatisfied with their agreements from creating a myth as to the true meaning of the agreement through extrinsic evidence. Hence, the rule’s approach to contract interpretation rests upon sound policies and the judiciousness of that approach warrants reaffirmation. In this case, the language of the Right of First Refusal is express and clear, and is not in need of interpretation by reference to extrinsic evidence. However, the language of the agreement in no manner links determination of the exercise price to the amount of the bona fide offer. The trial court, by construing the language to merely signify that the exercise price be “not less than” the market value according to the...
- Appeal to State Supreme Court from order in equitable action seeking to cancel written instrument.
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Wood v. Lucy, Lady Duff-Gordon 5 results
- The holding of the Court of Appeals of New York in this opinion is open to some criticism. Obligations should be created voluntarily by contracting parties, not imposed by courts. Wood (P) never promised to make any efforts whatsoever in marketing Lucy’s (D) designs and endorsing products under her name. Ironically, however, Wood (P) is saved by the court imposing a reasonable-efforts duty on him. Without the court’s imposition, no valid contract would have existed, and Lucy (D) could have endorsed any product without his knowledge or consent. Although this opinion deviates from the typical “freedom of contract” analysis, it is nevertheless supported by the U.C.C. According to § 2–306, exclusive dealing contracts are valid and, unless otherwise agreed, impose an obligation on the seller to use his best efforts to supply the goods. Thus, the court (and legislature) may step in and alter the terms of a contract when the interests of justice so require.
- Case Vocabulary
- COURT IMPLIES DUTY TO MAKE REASONABLE EFFORTS IN AN EXCLUSIVE DEALING ARRANGEMENT
- May a court imply a promise to make reasonable efforts in an exclusive-dealing arrangement?
- (Cardozo, J.) Yes. A court may imply a promise to make reasonable efforts in an exclusive-dealing arrangement. Indeed, Wood (P) never expressly promised to use reasonable efforts to endorse Lucy’s (D) products or to market her designs. However, such a promise may be fairly implied by the court. Lucy (D) gave an exclusive privilege to Wood (P), and his acceptance of the exclusive agency was an assumption of its duties. To hold otherwise would be to undermine the purpose of the agreement. Lucy’s (D) sole compensation for the grant of exclusive agency was to receive one-half of all profits. He agreed to account monthly for all moneys received, and to take out the necessary patents, copyrights, and trademarks. Unless Wood (P) gave some reasonable effort, Lucy (D) could never get anything. In line with the intention of the parties, we determine that Wood (P) made an implied promise, and thus that the contract was not lacking in mutuality of obligation. Reversed.
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Akers v. J. B. Sedberry, Inc. 2 results
- Appeal to the Court of Appeals of Tennessee challenging a decree of the Chancery Court awarding damages for breach of contract.
- As the court points out, an offer made in a face-to-face conversation is valid until the end of the conversation. So when the meeting between Mrs. Sedberry (D) and Akers (P) and Whitsitt (P) ended without an express acceptance of the two men’s resignations, Mrs. Sedberry’s (D) power to accept was extinguished. The court also sets forth an alternate basis for its holding. Rejection of an offer will terminate the offeree’s power to accept. The court here concluded that Mrs. Sedberry’s conduct led the two men to believe she was rejecting the offer. This shows that, just as a contract can be based on the conduct of the parties, a contract can be rejected based on the conduct of the offeree.
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Transatlantic Financing Corp. v. United States 7 results (showing 5 best matches)
- A court won’t grant a party additional costs other than that agreed in the contract if the party relies on a theory of quantum meruit (under this equitable doctrine, the court will imply a promise to pay for labor and goods if a party stands to unjustly enrich himself on the labor and gods of another) and the party cannot show that its contract performance was impractical.
- Case Vocabulary
- UNDER A THEORY OF QUANTUM MERUIT A COURT WILL NOT GRANT ADDITIONAL EXPENSES OVER AND ABOVE WHAT WAS AGREED TO IN A CONTRACT
- Will a court grant a party additional costs other than that agreed in the contract if the party relies on a theory of quantum meruit and the party cannot show that its contract performance was impractical?
- focuses on the issue of foreseeability. Citing the UCC § 2–615, the court stated that foreseeability alone doesn’t necessarily mean that a party has assumed the risks. However, it is one factor that the court will consider in deciding whether there was legal impossibility. Consider the Restatement (Second), Introductory Note to Chapter 11: “The fact that the event was unforeseeable is significant as suggesting that its nonoccurrence was a basic assumption. However, the fact that it was foreseeable, or even foreseen, does not, of itself, argue for a contrary conclusion, since the parties may not have thought it sufficiently important a risk to have made it a subject of their bargaining.”
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Feinberg v. Pfeiffer Co. 5 results
- (Doerner, C.) Yes. Pfeiffer (D) complains that the evidence was insufficient to find that Feinberg (P) would not have retired when she did were it not for the fact that she relied upon Pfeiffer’s (D) promise to pay retirement benefits. However, there was extensive testimony from Feinberg (P) that she did in fact rely upon Pfeiffer’s (D) promise to pay benefits when she made her decision to retire. She admitted that she could have worked for longer, but felt comfortable retiring when she did because of the promise to pay her $200 per month thereafter until her death. There was sufficient evidence below to support the trial court’s findings of fact. We now address Pfeiffer’s (D) main complaints and the crux of the issue in the instant case. Pfeiffer (D) argues that the resolution was not a legally enforceable contract because there was no consideration given. Pfeiffer (D) points out that the resolution was adopted to acknowledge Feinberg’s (P) past services and was not contingent on...
- ...an employment contract and her employment was terminable at will by either herself or the company. Nevertheless, Feinberg (P) continued to work for Pfeiffer (D) for another 2 years before retiring. Pfeiffer (D) promptly began paying her $200 on the first of every month. The president of Pfeiffer died in 1949 and was replaced by his wife. His wife continued to sign the checks to Feinberg (P) each month but “fussed” about doing so. She retired in 1953 due to illness and her son-in-law took over as president. The son-in-law employed a new accounting firm, which in turn questioned the validity of the monthly payments to Feinberg (P). Upon the advice of the company attorney and the accountants, the son-in-law decided to start sending only $100 per month in April of 1956. Feinberg (P) declined to cash the check for the reduced amount and sued on the alleged contractual obligation to pay her $200 per month until her death. The trial court found in favor of Feinberg (P) and Pfeiffer...court
- Case Vocabulary
- Appeal from a lower court decision finding a contract enforceable despite a lack of consideration.
- Generally, in order to form a legally enforceable contract, there must be an offer, an acceptance and a validating device. As you have seen, the law of contracts primarily recognizes consideration as the desired form of validating device, but there are instances where a promise will be enforced even absent valid consideration. If a promisee can show detrimental reliance upon the promise, then the promise is sometimes enforceable by estoppel. The theory behind promissory estoppel is that the promisor should not be allowed to get out of the promise simply because there was no consideration, when he has induced the promisee to act in reliance upon the promise. Promissory estoppel is more like an equitable remedy than a legal one. Courts use it to prevent injustice, or unjust enrichment. Accordingly, some commentators believe that promissory estoppel, or reliance, is a less desirable form of validating device than is consideration.
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Scarpitti v. Weborg 5 results
- (Larsen, J.) Yes. A party becomes a third-party beneficiary of a contract only if the intent to benefit that third party is expressed in the contract itself, unless the circumstances are so compelling that recognition of the beneficiary’s right is appropriate to effectuate the intent of the contracting parties, and (1) the performance satisfies an obligation of the promisee to pay money to the beneficiary, or (2) the circumstances indicate that the promisee intends to give the beneficiary the benefit of the promised performance. Earlier, this court held that a third party has standing to enforce a contract only if both contracting parties expressed an intention that the third party benefit from the performance of the contract, and that intention appears in the contract itself. But in -Restatement analysis for third-party beneficiary cases.
- Case Vocabulary
- Scarpitti (P) and others purchased lots in a subdivision subject to a recorded deed restriction requiring pre-approval, by an architect chosen by the developer, of the construction plans for all houses to be built in the subdivision. Scarpitti’s (P) plans, and those of others, were rejected because they called for three-car garages, in violation of a particular restriction, so they built their homes with two- or two-and-a-half-car garages. Later, however, other homeowners in the same subdivision built homes with three-car garages. The plaintiffs sued the architect, Weborg (D), seeking damages for his arbitrary enforcement of the subdivision restrictions. The trial court granted the architect’s demurrer, but the superior court reversed, holding that the lot owners were third-party beneficiaries of the implied contract between Weborg (D) and the developer. Weborg (D) appealed.
- Applying that reasoning to the present matter, we conclude that the homeowners were third-party beneficiaries of the contract between the developer and the architect in this case. It is clear that the contracting parties intended to benefit the homeowners. Because another restriction in their deeds precludes the homeowners from suing the developer, but no such restriction applies to the architect, Weborg (D) was the proper defendant here. Affirmed.
- Restrictive covenants are commonplace in newer housing developments. Many people decide where to buy or build based on the restrictions placed on others in the community, finding security in the fact that their neighbors will be held to certain standards acceptable to the owners as a whole. There is little doubt that such restrictions go to the benefit of the homeowners, so related contracts, entered into between the developer or homeowner’s association and a vendor, to enforce the covenants are likewise for the homeowners’ benefit. Consider whether in this case, however, the plaintiffs were more motivated by sour grapes than concern over property values—they had wanted to build three-car garages themselves, but were denied that opportunity, and sued only after others were allowed to breach the covenant.
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Webb v. McGowin 5 results
- ...the service, necessarily rests on the assumption that saving life and preservation of the body from harm have only sentimental value. Had McGowin been accidentally poisoned and a physician, without his knowledge or request, had administered an antidote, a subsequent promise by McGowin (D) to pay the physician would have been valid. Likewise, McGowin’s (D) agreement to compensate Webb (P) for saving him from death or grievous bodily injury is valid and enforceable. In the business of life insurance, the value of a man’s life is measured in dollars and cents according to his expectancy, soundness of his body, and his ability to pay premiums. In the act of saving McGowin (D) from death or grievous bodily harm, Webb (P) was crippled for life. This was part of the consideration of the contract McGowin (D) made with Webb (P). Benefit to the promisor or injury to the promisee is a sufficient legal consideration for the promisor’s agreement to pay. The court below erred in sustaining...case
- Although this case is arguably one in which a “moral obligation” was held to be sufficient consideration, the distinction here is in the degree of the injuries to Webb (P) and the act of saving a life. One of the concurring opinions quoted Chief Justice Marshall as stating, “This case is about achieving justice.” This rationale has been condemned by legal scholars, who claim that it is a wanton departure from legal principles and replaces sound legal logic with sentiment. New York is one jurisdiction that has given legal effect to promises based on past performances, when the promise is in writing and meets other legal requirements.
- Case Vocabulary
- An appeal by Webb (P) from a judgment of nonsuit at trial court.
- DEMURRER: In court pleadings this is a claim that even if all of the allegations are accepted as true, the party claiming the allegations still has not shown a legal basis for recovery.
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Schnell v. Nell 5 results
- (Perkins, J.) No. It is true that, in general, the inadequacy of consideration will not vitiate a contract. Courts do not generally inquire into the adequacy of consideration. However, this rule does not apply to a mere exchange of sums of money whose value is exactly fixed. In this case, Nell (P) was supposed to give Schnell (D) one cent and in return, Schnell (D) was supposed to give Nell $200. There was no indication that the one cent specified was a particular coin, a keepsake, a family piece or was in any other way a remarkable coin. It did not have an indeterminable value. On the contrary, this was simply a promise to pay $200 in exchange for one cent. It was purely nominal consideration and was intended to be so. Theresa Schnell’s will was legally inoperative. It imposed no legal obligation upon her husband to honor its provisions or to discharge her void bequests. A moral obligation will not itself provide consideration to support an agreement. Nor can Nell’s (P) promise (in...
- Case Vocabulary
- Appeal of a lower court decision sustaining a demurrer to the defendant’s answer and finding in favor of the plaintiff.
- Nominal or sham, consideration is almost always Insufficient to make a contract enforceable. The rationale behind this rule is that nominal consideration is consideration in form only. There is no substantive component to the bargain being made. In other words, the agreement basically encompasses a donative promise or other legally unenforceable promise, and nominal consideration is added just to make it look like all of the elements of contract formation are present. There are two important exceptions to the doctrine that nominal consideration is insufficient to make a legally enforceable contract. According to the Restatement (Second) of Contracts, nominal consideration will make a promise enforceable in option contracts and guaranties. However, case law decisions have sometimes refused to adopt the Restatement view and have held that a mere
- ...his wife’s inoperative will. The agreement listed three potential forms of consideration. One was a promise on the part of Nell (P) and the other recipients to pay Schnell (D) one cent. A second was the love and affection Schnell had born for his deceased wife, and the third was the fact that his wife had expressed her desire to pay the money to the recipients in the inoperative will. After the agreement was signed by all parties, Schnell (D) refused to pay the $600. Nell (P) brought suit to enforce the agreement. In his complaint, Nell (P) did not aver any consideration over and above those which were listed in the agreement, nor did he aver that he had ever actually paid the one cent due to Schnell (D) under the agreement’s terms. Schnell (D) demurred but the demurrer was overturned. Thereafter, Schnell (D) answered the complaint and stated that the agreement was given for no consideration whatsoever. Nell (P) demurred after the answers and the court sustained the...
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Scott v. Moragues Lumber Co. 5 results
- ...J.) Yes. Scott (D) claims that the alleged contract between the parties was conditioned upon his will, and was therefore void for want of consideration or mutuality of obligation. A valid contract may be conditioned upon the happening of an event, even though the event may depend upon the will of the party, who afterwards seeks to avoid its obligation. Scott (D) was not bound to purchase the vessel; but, when he did, the offer—or the contract, if the offer had been accepted—thereafter remained as if this condition had never been stipulated, its mutuality or other necessary incidents of obligation depending upon its other provisions and the action of the parties thereunder. In this case, Moragues (P) accepted Scott’s offer before he purchased the ship. Thereupon the offer was converted into a binding contract to be performed, if not otherwise stipulated, within a reasonable time. The promise on either hand constituted the consideration of the promise on the other. Thus, we...
- Case Vocabulary
- Appeal from the lower court’s judgment in favor of the plaintiff.
- within the control of one of the parties. Similarly, the condition may qualify the obligations of both parties, or it may qualify the obligation of only one party under the contract. In this case, even though each party’s obligation to
- Scott (D) made an offer to Moragues Lumber Co. (P) that, subject to his purchase of a ship, he would charter the ship to Moragues (P) for the transportation of a cargo of lumber. Moragues (P) accepted Scott’s (D) offer, and was willing and able to comply with all the contract provisions. Scott (D), without notifying Moragues (P) of his purchase, and before the ship was delivered to him, chartered the ship to a third person, which thereby rendered him unable to comply with the contract he made with Moragues (P). Moragues (P) brought suit against Scott (D) for $13,000 as damages for breach of the agreement. The court found in favor of Moragues (P), and Scott (D) appealed.
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Hadley v. Baxendale 3 results
- The Court in this case laid down two important rules. First, the aggrieved party may recover those damages that may fairly and reasonably be considered as arising naturally, according to the usual course of things, from the breach of contract itself. Such damages are frequently referred to as “general damages.” Second, recovery is allowed for damages that were reasonably in the contemplation of both parties, at the time they made the contract, as the probable result of the breach. These less obvious kinds of damages, frequently known as special or consequential damages, are deemed to be contemplated if the promisor knew or had reason to know the special circumstances that would give rise to such damages. Presumably, had Hadley (P) specifically told Baxendale (D) that the shaft had to be delivered by a certain time or the mill could not open, and if Baxendale (D) agreed to delivery on time knowing the consequences if he failed to do so, Baxendale (D) might have been held responsible...
- Case Vocabulary
- of the breach of contract as could have been fairly and reasonably contemplated by both the parties when they made this contract. The judge, therefore, should have told the jury that, upon the facts before them, they ought not to take the loss of profits into consideration at all in estimating the damages. There must therefore be a new trial in this case.
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- Under the UCC, interpretation of a commercial contract may occur by looking beyond the express terms of the written contract. The UCC gives specific definitions to “course of dealing,” “course of performance,” and “trade usage.” Trade usage and a course of dealing may be used to add an additional term to a writing if it is not inconsistent with the agreement, and to contradict the plain meaning of the language. Course of performance may be used to add a term, or to assist with interpretation and meaning. In this case, trade usage and course of performance were used to show that price protection was part of the 1969 agreement between Nanakuli (P) and Shell (D), and that price protection was reasonably consistent with the express term of seller’s posted price at delivery. Other suppliers and Shell (D) had engaged in price protection with Nanakuli (P), which was instrumental in causing the court to rule in favor of Nanakuli (P). Thus, the terms of contracts
- Case Vocabulary
- (Hoffman, J.) Yes. With respect to interpretation of a commercial contract, the Uniform Commercial Code (UCC) allows us to look beyond the pages of the contract to usages and the entire commercial context of an agreement in order to reach the true understanding of the parties. [What happened to the four corners rule?] In addition, decisions of other courts have managed to reconcile trade usages with seemingly contradictory express terms where the prior course of dealings between the parties, trade usages, and the actual performance of the contract showed a clear intent by the parties to incorporate those usages into the agreement, or to give the express term the particular meaning provided by those usages. This is so even when the usage varies the apparent meaning of the express terms. The ...Comments to the UCC. First, one instance does not constitute a course of performance. In this case, there were two occasions. [Maybe Shell (D) couldn’t count!] Another Comment expresses a...
- ...at the time of delivery,” that is, the price Shell (D) posted, at the time of delivery, for sale to all buyers. Nanakuli (P) contended that notwithstanding this price term in the written contract, Nanakuli (P) was entitled to “price protection” (supplier will not increase the price charged to a contractor, despite an increase in the supplier’s posted price, without advance notice, and will apply the posted price in place at the time of the contractor’s bid long enough to allow the contractor to order the supplies needed on the job). [It was Nanakuli’s (P) position that price protection was always practiced in the industry, but Shell (D) obviously felt otherwise.] Nanakuli (P) claimed price protection under both trade usage and course of performance, and that Shell (D) breached the contract by refusing to give such protection and instead raising the price of asphalt. The jury returned a verdict in favor of Nanakuli (P), but the district court set aside the verdict and...
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Osteen v. Johnson 6 results (showing 5 best matches)
- (Dufford, J.) Yes. The Osteens (P) argue that the damages ordered by the trial court were inadequate. No evidence was presented at trial, however, on which an award other than nominal damages could be based. In our view, the remedy on which the Osteens (P) can rely is that of restitution, which is available where there has been a breach of vital importance, going to the essence of the contract. Thus, the issue here is whether any breach by Johnson (D) is substantial enough to justify the remedy of restitution. The Osteens (P) charge that Johnson (D) breached the contract by (1) not promoting Linda for a one-year period; (2) including another person’s name as an author of the song; and (3) failing to press and mail out copies of the second record. The first claim is not supported by the record. The Osteens (P) brought their case before the full year of the contract was up and there is no evidence ...$2,500 paid to him by the Osteens (P), the trial court should hold further...
- The goal of the restitution remedy is to place a non-breaching party in the same position it was in prior to entering into the contract. Recovery is generally for the reasonable value of the benefit conferred by the non-breaching party on the breaching party, less the reasonable value of any partial performance by the breaching party under the contract. In general, a plaintiff entitled to damages for breach of contract would be entitled to both the expenses it sustained under the contract and expectation damages or profits it lost because of the breach. Here, the court finds that the Osteens (P) failed to adequately demonstrate expectancy damages in the evidence they presented at trial, but still awards them restitution of the benefit they conferred on the breaching party, $2,500, offset by whatever is found on remand to be the value of the partial performance by the breaching party. Had the appeals court here not found a substantial breach by Johnson (D), however, and concluded,...
- Case Vocabulary
- COURT GRANTS RESTITUTION REMEDY FOR A SUBSTANTIAL BREACH OF CONTRACT
- Appeal from a state trial court’s judgment awarding nominal damages in a suit for breach of contract.
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Batsakis v. Demotsis 8 results (showing 5 best matches)
- Batsakis (P) sued Demotsis (D) to recover $2,000 with interest at the rate of 8% per annum, alleged to be due on an instrument in which Demotsis (D) acknowledged receipt of $2,000 American money to help support her family in a time of need. Demotsis (D) agreed to repay the $2,000 plus 8% interest. The evidence in the trial court showed that the actual amount tendered to Demotsis (D) was 500,000 Greek drachmae, which is equivalent to $25 American money [oh, seems fair!]. The trial court found that the consideration upon which the instrument was founded was wanting and failed to the extent of $1975. The trial court rendered judgment in favor of Batsakis (P) for $750 principal, and interest, totaling $1163.83, with interest to continue to compound at 8% per annum until paid. Batsakis (P) has appealed.
- Case Vocabulary
- The plaintiff appeals from the trial court’s judgment awarding the plaintiff $750 of a $2000 claim.
- APPELLANT: The party who takes an appeal from one court or jurisdiction to another.
- ERROR ASSIGNMENT: A specification of the errors upon which the appellant will rely in seeking to have the judgment of the lower court reversed, vacated, modified, or a new trial ordered.
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- Here, the court’s focus is on the language used by Hargadine’s (D) president. The president used the words “don’t let that worry you.” Taken by itself, the phrase hardly seems like an acceptance of an offer to contract. The court, however, emphasizes the context in which the president’s statement is made. Given that Embry (P) had just told the president that he only had a few days to look for work elsewhere, would quit immediately if the contract were not renewed, and, in response to the president’s question, had indicated that his department was in the middle of its busy season, the court concludes that a reasonable person would have understood the president’s response to mean that Embry’s (P) demand had been accepted. The context controls as much as the actual words used. Note, though that the court does not completely ignore the subjective intent of the parties. It emphasizes that there is a contract only if Embry (P) subjectively intended to enter into one and could reasonably...
- Case Vocabulary
- COURT HOLDS THAT BOTH PARTIES NEED NOT SUBJECTIVELY INTEND TO CONTRACT IN ORDER TO FIND THAT A CONTRACT HAS BEEN VALIDLY FORMED
- Suit for breach of an alleged employment contract in state court.
- Hargadine’s (D) president inquired about Embry’s (P) department, was told that the department was very busy, and said to Embry (P): “Go ahead, you’re all right. Get your men out, and don’t let that worry you.” Even though Hargadine’s (D) president may not have subjectively intended to employ Embry (P) for another year, a reasonable man listening to the conversation that occurred in the context in which it took place would have understood Hargadine’s (D) president to be renewing the contract. Embry (P) so understood it. The trial court was wrong to instruct that the formation of a contract depended on a finding that both parties intended to contract. Reversed.
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- Case Vocabulary
- At trial, there was much testimony regarding the meaning of “first quality goods” as used in the parties’ contract. Foxco (P) introduced into evidence the published standards of the Knitted Textile Association, of which Foxco (P) was a member. These standards indicated that certain types and quantities of flaws were acceptable in first quality fabric. Fabric World (D) was not a member of the association, nor even aware of its existence or standards, so it contended that the evidence was inadmissible. The trial court found in favor of Foxco (P) and Fabric World (D) appealed.
- (Tjoflat, J.) Yes. The Uniform Commercial Code “makes admissible evidence of course of dealing, usage of trade and course of performance to explain or supplement the terms of any writing stating the agreement of the parties in order that the true understanding of the parties as to the agreement may be reached.” A “usage of trade” is any practice or method of dealing regularly observed in a trade so as to justify an expectation that it will be observed in the transaction in question. Courses of dealing and trade usages give particular meaning to and supplement or qualify the terms of an agreement. Contracts like the one in this case are to be read as though the trade meanings were taken for granted in phrasing the contract’s terms.
- The excerpted opinion touches upon the fact that Foxco (P) made no attempt to sell the goods ordered by Fabric World (D) to another buyer until the fabric had dropped fifty percent in value, although at the time Fabric World cancelled its order nine months earlier there had been only a twenty-percent decline in value. Even at the time of trial, Foxco (P) still had 5,000 yards of the order on hand, and its value had decreased even further by that time. These facts raise the issue of mitigation of damages, not addressed in the excerpted portion of the court’s opinion, but definitely of concern here. Generally speaking, a party to a breached contract has a duty to not stand idly by if there is an opportunity to take some action that would minimize his losses. If he refuses to take action to mitigate damages, any subsequent recovery in a breach of contract lawsuit may be reduced by the amount he could have recovered by taking reasonable action himself.
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Kutzin v. Pirnie 3 results
- Case Vocabulary
- ...of a deposit as a penalty rather than as compensation for injury, the buyer is entitled to restitution in the amount in excess of the compensatory damages. The issue of whether a seller should be entitled to retain a deposit when a buyer breaches a contract that does not include a liquidated damages or forfeiture clause has long troubled the courts. The earlier common law rule was that if the buyer, without excuse, failed to follow through on a contract of sale, he forfeited his deposit. New Jersey followed this rule in the past, but there was a growing recognition of the unfairness that results when the seller is allowed to retain the buyer’s deposit under any circumstances. We therefore adopt the Restatement (Second) of Contracts § 374(1) viewpoint, because to deny recovery in this situation would give the seller more than fair compensation for the injury he has suffered and impose a forfeiture, which the law abhors, on the breaching buyer. Pirnie (D) is therefore entitled to...
- The general objective of contract damages is to ensure that the aggrieved party receives what he or she expected from the bargain. To the extent that an award of money damages can do so, the non-breaching party should be placed in the same position he would have been in had the contract been fully performed. Here, that is just what the court attempted to do. If the seller had been allowed to keep the entire deposit, he would have been “unjustly enriched,” which means he (arguably) would have been in a better position as a result of the buyer’s breached.
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Sherwood v. Walker 3 results
- Case Vocabulary
- ...2d”). Sherwood (P) agreed to pay Walker (D) 5½ cents per pound. Walker (D) wrote a letter to Sherwood (P) confirming the sale. A few days later, Walker (D) learned that Rose 2d was pregnant and telegraphed Sherwood (P) stating that he would not sell her. The next day, Sherwood (P) went to pick up Rose 2d and Walker (D) refused to take Sherwood’s (P) money or deliver her. Sherwood (P) sued Walker (D) for replevin and obtained possession of Rose 2d. Sherwood (P) then had Rose 2d weighed and determined that he owed Walker $80 Walker (D) argued that title of Rose 2d had not passed to Sherwood (P) until she was weighed and her price determined and that, therefore, the sales contract was still executory when Walker (D) canceled it. Walker (D) also argued that at the time of the sale, both parties believed Rose 2d was barren. Because she was not barren, she was actually worth about $750 to $1000. The trial court instructed the jury that if Walker (D) intended to pass title to Rose 2d...
- ...share an assumption about a vital existing fact on which the agreement is based, and that assumption is false, under certain circumstances, either party may void the transaction. For example, here, the parties believed they were contracting for the purchase and sale of an $85 cow, whereas Rose 2d was actually worth about ten times more. The mistake must be about a basic assumption on which both parties base their agreement. It may be difficult to determine whether a fact is basic and vital to the parties’ bargain. Courts look for unexpected, unbargained-for gain by one party, and unexpected, un-bargained for loss by the other party. The dissent bases its opinion on a different reading of the facts. The dissent stresses the fact that Sherwood (P) believed that Rose 2d would breed. Thus, the dissent argues that the parties were not mistaken regarding a fact, but had different judgments. Mistakes in judgment, such as the profitability of a stock purchase, are basic contract risks...
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- Case Vocabulary
- ...operated a customer rewards program, known as “Camel Cash.” Camel Cash certificates were included in cigarette packages. Consumers who collected the certificates enrolled in the Camel Cash program and were able to redeem certificates for merchandise. In October of 2006, Reynolds (D) notified members of the program that it would be terminating the Camel Cash program. No new certificates would be issued, but members would be allowed to redeem their certificates for merchandise until March 2007. Beginning in October of 2006, Reynolds stopped printing and issuing catalogs of merchandise, and told members that merchandise was not available for redemption. The Camel Cash certificates collected by Sateriale (P) and the other plaintiffs were worthless. Sateriale (P) and others brought a class action suit against Reynolds (D), alleging breach of contract, promissory estoppel, and violations of California consumer protection laws. The trial court dismissed the action for failure to state a...
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Day v. Caton 4 results
- Case Vocabulary
- Allowing silence to constitute assent is problematic in all areas of law, but it has certain serious implications in the contract arena. Notice that all Mr. Caton (D) did here was not object to the building of the wall, and yet the court interprets this to mean he impliedly agreed to pay for the value of the wall to him. Recognizing the potential abuse this rule could lead to, the court puts a limit on when silence will infer a promise to pay. In addition to staying silent, there must be knowledge, actual or implied, on the part of the party to be charged with payment that the other party acted with an expectation of payment, and there must be an opportunity to object to the rendering of services after receiving notice thereof. In other words, the mere fact that one stands idly by while services are being performed is not enough. It is also not enough that one stands idly by while services are being performed by one who expects to be paid. To support an implied promise, one must...
- ...assented to it. Thus, if a party accepts valuable services when he has the option of accepting or rejecting them, even if he did not request such services, impliedly agrees to pay for them. Similarly, when one stands by in silence as valuable services are rendered for his benefit, “such silence, accompanied with the knowledge . . . that the party rendering the services expects payment therefor” may be treated as evidence of an implied promise. Consider the following situation: if a man sees a laborer working in his field doing services that benefit him, knowing the laborer expects to be paid for his services, and says nothing to stop the laborer when he easily could do so, does he not by his inaction agree to pay for those services? Certainly when a man has ample opportunity to stop performance of services and does not do so, it can fairly be said that he intends to pay for those services. Such would not be the case, however, where one has little opportunity to decline services...
- ...half on lot 27, which was vacant at the time. Mr. Caton (D) owned an equitable interest in lot 27 at the time. At trial, Mr. Day (P) asserted that there was an express agreement between the parties that Mr. Caton (D) would pay him one-half the value of the wall. Mr. Caton (D) denied there was any such agreement. Based upon this contention, Mr. Caton (D) asked the trial court judge to instruct the jury that under the applicable law, Mr. Day (P) could only recover if they found there was an express agreement. Mr. Caton (D) further requested an instruction that his silence, even if he knew Mr. Day (P) was building the wall, did not imply any sort of promise to pay. The judge refused to give these instructions, and instead instructed the jury that if Mr. Day (P) built the wall with the expectation that he would be paid, and Mr. Caton (D) had reason to know of this expectation and allowed him to continue to build the wall without objection, a promise to pay may be inferred. The jury...
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Kirksey v. Kirksey 4 results
- The central issue in this case is the intent of Mr. Kirksey (D), the promisor. Was Mr. Kirksey (D) making a bargained-for exchange, in which he promised to provide a house and land in exchange for Antillico’s (P) action of moving to his estate? Or was Mr. Kirksey (D) simply offering a gift, to which no contractual duties attached? Sound arguments can be made for each position. On one hand, it appears that Mr. Kirksey (D) is bargaining for Antillico’s (P) performance. For example, he states that he wants Antillico (P) and the children to do well, which seems to indicate that he will obtain some psychological benefit from her performance. On the other hand, it can be argued that this was clearly a gift, and that her moving down to his estate was simply the condition that had to be met in order to obtain the gratuity. In either case. Antillico (P) certainly relied on Mr. Kirksey’s (D) words, and her actions seem to constitute valid consideration to fulfill her end of the bargain.
- Case Vocabulary
- (Ormond, J.) No. A change of residence in reliance on a promise to provide a new residence is not necessarily sufficient consideration to impose contractual duties upon the promisor. In this situation, the promise of Mr. Kirksey (D) has been interpreted by the majority of the court as a mere gratuity. As such, Mr. Kirksey (D) did not enter into a binding contract with Antillico (P). I tend to disagree. In my mind, the loss and inconvenience that Antillico (P) suffered in moving to Mr. Kirksey’s (D) land is sufficient consideration to support Mr. Kirksey’s (D) promise to furnish her with a house and land to cultivate. However, my brothers on this court disagree. Reversed.
- ...from her brother-in-law, Mr. Kirksey (D). After Antillico’s (P) husband died, Mr. Kirksey (D) wrote to Antillico (P) and expressed concern with her living situation. He stated that if Antillico (P) would come down and see him, he would give Antillico (P) a place to raise her family and some land to tend. He stated that, considering her plight, he wanted Antillico (P) and her children to do well and have a nice place to live. Within a month or two of receiving the letter, Antillico (P) abandoned her home and moved to the residence of Mr. Kirksey (D). He gave Antillico (P) a comfortable house and land to cultivate for two years, but then he forced Antillico (P) to move into an uncomfortable house in the woods. Later, he even required Antillico (P) to abandon this house. Antillico (P) sued, alleging that Mr. Kirksey (D) had made a promise and that she had fulfilled her obligations under the contract, but that he had breached. The trial court granted a $200 judgment for Antillico...
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Travelers Ins. Co. v. Bailey 5 results
- Case Vocabulary
- REFORMATION: An equitable remedy that a court may grant to correct a written document so that it conforms to the parties’ true agreement.
- (Barney, J.) Yes. Bailey (D) argues that Travelers (P) was at fault for issuing the erroneous annuity, and, therefore, this case involves a unilateral mistake where reformation is not allowed. A unilateral mistake occurs when parties are seeking to arrive at an agreement and one of them is mistaken about a fact on which the agreement is based. Here, however, the parties had agreed to the same facts, but the writing did not accurately reflect those facts. When this is the case, equity will bring the writing into conformity with the parties’ true agreement. It would be unconscionable to enforce an incorrect writing. In effect, the mistake here is mutual; the true mistake is both parties’ mistaken belief that the written policy was correct. But discussing the mutuality of the mistake is unnecessary and just confuses the issue here. Labeling the mistake as unilateral or mutual gives an illusion of similarity to issues that are not the same. Accordingly, we hold that where a specific...
- , an incorrect payment term. The parol evidence rule is not a defense in reformation cases. And as
- ...Travelers Insurance Company (“Travelers”) (P). Bailey (D) requested a $5000 life insurance policy and an annuity of $500 a year when he turned 65. Travelers (P) prepared the policy with the correct information but on a form with pre-printed terms providing for an annuity of $500 a month. Bailey (D) paid the premiums regularly. The premiums he paid were those for a $5000 life insurance policy and an annuity of $500 per year. Travelers (P) did not sell a $5000 life insurance policy with an annuity of $500 a month. For reasons not stated in the opinion, Bailey (D) received possession of the policy in 1961. When he was told by a third party that his policy could not have the provisions he claimed. Bailey (D) took the policy to Travelers’ agent and inquired about it. Travelers (P) tendered the amended policy and Bailey (D) refused it. Travelers (P) sued Bailey (D) seeking reformation of the annuity provisions of the policy on the basis of mistake. The trial court held for Travelers (...
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Foakes v. Beer 6 results (showing 5 best matches)
- Case Vocabulary
- DICTUM: Statements and comments in an opinion concerning some rule of law or legal proposition not necessarily involved nor essential to determination of the case.
- Appeal from the Court of Appeal’s judgment for the plaintiff.
- This case is a common variation of the legal-duty rule, in which the promisor agrees to pay less than that which he was legally obligated to pay, in exchange for a release of his full obligation. The original doctrine, laid down centuries ago by Sir Edward Coke, that payment of a lesser sum cannot be a satisfaction of a greater sum, may have been criticized in principle, but it has never been judicially overruled. While seemingly far-reaching, the rule can be successfully invoked only if the debt is liquidated, undisputed, and outstanding, and
- Dr. Foakes (D) owed Julia Beer (P) £2090.19 on a judgment. The parties entered into an agreement which provided that if Foakes (D) would pay Beer (P) £500 at once, and the remainder of the principal in certain installments, Beer (P) would forgive the interest on the debt. Beer (P) brought a suit against Foakes (D) for the interest, claiming that if any agreement to forgive the interest was in fact entered, it was without consideration, since the consideration consisted only in Foakes’ (D) doing what he was already bound to do in paying the principal of the debt. The Court of Appeal entered judgment in favor of Beer (P), and Foakes (D) appealed.
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K & G Constr. Co. v. Harris 4 results
- Case Vocabulary
- Appeal from a trial court verdict in favor of the defendant subcontractor in a breach of contract action.
- ...with the quality of Harris’ (D) work. K&G (P) refused to make the installment payment due Harris (D) on August 10 for $1,484.50 because of the damage to the wall of the building. Harris (D) continued to work until September 12, after which date it refused to work anymore until K&G (P) paid the installments it had withheld. K&G (P) requested Harris (D) to continue working, but Harris (D) refused. K&G (P) filed suit against Harris (D) to recover the cost of repairing the damage to the house wall and to recover $450 in damages representing the cost above the contract price that K&G (P) had to pay to get the excavating work done by a substitute subcontractor. Harris (D) filed a counterclaim seeking payment for the work completed and lost profits. Each party claimed that the other had repudiated the contract. A jury found in favor of K&G (P) on the liability claim for damage to the wall and awarded the full $3,400 cost of repair. The other issues were tried before the court without...
- ...The question in this case must be what the rights and liabilities of the parties were under the provisions of the contract providing all work be done in a workmanlike manner with time of the essence. Harris (D) contends that K&G’s (P) failure to make the installment payment on August 10 constituted a material breach and excused Harris (D) from further performance. We do not agree. More persuasive is K&G’s (P) argument that it was Harris (D) that materially breached the contract on August 9 by failing to perform its work in the workmanlike manner required under the contract. It was Harris (D), and not K&G (P) who first breached the contract. As a result, Harris (D) had no right to cease performance on September 12, and doing so constituted yet another breach, which made it liable to K&G (P) for further damages. K&G (P) had a right to refuse to make the installment payment due on August 10. It is clear from the contract language that the promises to perform were mutually...
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Moscatiello v. Pittsburgh Contractors Equipment Co. 7 results (showing 5 best matches)
- Case Vocabulary
- Appeal by the defendants from a trial court judgment in the plaintiff’s favor.
- UNCONSCIONABLE: A contract or commercial transaction that is so one-sided and beneficial to one party that the contract will be voided because its terms, when applied, are onerous, burdensome, and oppressive to the other party. The court may void the entire contract or the portion that it finds offensive.
- does not attract attention to the clause. Indeed, this is the “finest print” this court has ever read. The clause simply does not meet the UCC requirements. Pittsburgh (D), by contrast, was aware of the terms and had numerous opportunities to notify Moscatiello (P) about the exclusion of warranties and limitations on remedies, but it did not take advantage of those opportunities. Thus, we agree with the trial court that the warranty disclaimer was ineffective, and that both defendants are liable for breach of the implied warranty of merchantability. The paver didn’t work from the get go, and efforts to fix it were futile.
- The court also held that the inclusion of an integration clause did not vitiate the conclusion that the limitation of damages provision was unconscionable. An integration clause provides that the contract at issue is the full and final agreement of the parties. Generally, the terms of an integrated agreement may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. But an integration clause cannot validate an unconscionable or otherwise invalid contract. The remedies provided by the UCC cannot be extinguished by including an integration clause in a contract that contains invalid provisions.
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Hawkins v. McGee 8 results (showing 5 best matches)
- Case Vocabulary
- CHARGE TO THE JURY: The final address by the judge to the jury before the verdict, in which he sums up the case, and instructs the jury as to the rules of law which apply to the various issues, and which they must observe.
- Both the plaintiff and the defendant filed exceptions to the jury’s verdict for the plaintiff, and the trial court’s subsequent setting aside of the verdict.
- believe something like that?] after the operation; and that he said, “I will guarantee to make the hand a hundred per cent perfect hand” or “a hundred per cent good hand.” Prior to the operation, Hawkins’ (P) hand was “a practical, useful hand,” but as a result of the operation, the motion of his hand had become so restricted that the hand was useless to him [the price of vanity!]. Hawkins (P) brought a suit in assumpsit against the surgeon, Dr. McGee (D), for breach of the alleged warranty of the success of the operation. There was a trial by a jury, which rendered a verdict in favor of Hawkins (P), and awarded $3,000 in damages. McGee (D) moved to have the verdict set aside, and the trial court ordered that the verdict be set aside unless Hawkins (P) would remit all damages in excess of $500. Hawkins (P) refused, thus the trial court set aside the verdict as being “excessive and against the weight of the evidence.” Hawkins (P) excepted to this ruling; his exception and numerous...
- Did the trial court err in instructing the jury to consider pain and suffering due to the operation and for injury sustained over and above what injury the plaintiff had before the operation?
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- Acme (D) terminated its contract with Kearsarge (P), and the court awarded Kearsarge (D) the full contract price as damages for breach of contract.
- Kearsarge (P) agreed to provide data processing services to Acme for one year. After approximately seven months, Acme (D) terminated the contract, claiming unsatisfactory performance. Kearsarge (P) brought a claim for breach of contract, and was awarded $12, 313.22, the full balance due under the contract. Acme (D) claimed that the trial court should have deducted the amount that Kearsarge (P) saved from not being obligated to complete performance of the contract.
- (Kenison, C.J.) Yes. Damages for breach of contract will not be reduced by the savings from non-performance unless the breaching party can prove that substantial savings resulted. Acme’s (D) breach did not result in substantial savings to Kearsarge (P). Kearsarge (P) would not have spent significantly more on salaries, machine rental, or other overhead expenses if it continued to provide data processing services. Extensive testimony makes clear that no employee layoffs were possible in this case because each of Kearsarge’s (P) three employees performed separate functions. The payroll decrease subsequent to Acme’s (D) termination was due only to the employees voluntarily accepting a drastic reduction in wages so that Kearsarge (P) could stay in business. Such survival tactics cannot properly be classified as savings. Kearsarge’s (P) operating costs were substantially fixed. The reduction of output due to the breach did not result in savings.
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Chapter Six. Specific Performance 1 result
Griffith v. Brymer 1 result
- A mutual mistake may make a contract voidable. Here, the sole purpose of the contract was to view the coronation procession. Because the procession had been canceled, this purpose no longer existed. The parties did not agree that either party would assume the risk of loss if the procession was canceled. Usually the doctrine of mistake involves mistaken understandings about existing facts. This case involved a future event, and thus may be analyzed under the doctrine of frustration.
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- If an examination of a contract shows that a particular result was desired by the parties, but was not expressed by formal words in the contract, a court may imply the desired terms to satisfy the intent of the parties, so long as that intent is sufficiently clear from the entire contract interpreted with a view to the circumstances and knowledge of the parties at the time the contract was executed.
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- Publication Date: August 1st, 2019
- ISBN: 9781642425192
- Subject: Contracts
- Series: High Court Case Summaries
- Type: Case Briefs
- Description: This title contains briefs for each major case in Fuller, Eisenberg, and Gergen’s casebook on Contracts. These briefs will help you identify, understand, and absorb the core knowledge points from each case. They are followed by legal analysis, providing contextual background about each case, and connecting the case to the broader concepts developed throughout the casebook. This title also supplies case vocabulary, with definitions of new or unusual legal words found throughout the cases.
