Contracts Flashcards
1
Q
Hawkins v. McGee
A
Doctor promised perfect hand, made it worse. Expectation damages awarded.
2
Q
Groves v. John Wunder Co.
A
Gravel removal, no land grading. Cost of completion damages awarded.
3
Q
Peevyhouse v. Garland Coal & Mining Co.
A
Coal mining, land not restored. Only diminution in value awarded.
4
Q
Acme Mills & Elevator
Co. v. Johnson
A
Forward contract for wheat, price dropped. Only recovers bags and fees.
5
Q
Missouri Furnace Co. v. Cochran
A
Coal delivery in installments, repudiated. Damages at time of each delivery. No longer good law
6
Q
Neri v. Retail Marine Corp.
A
Boat sale, buyer breached. Seller gets lost profits under lost volume seller exception.
7
Q
Chicago Coliseum Club v. Dempsey
A
Boxing match, Dempsey breached. Only reliance damages after signing.
8
Q
Security Stove & Mfg. Co. v. American Ry. Express
A
Stove delivery, key part lost. Reliance damages even before signing. Common carrier.
9
Q
L. Albert & Son v. Armstrong Rubber Co.
A
Rubber sale, late delivery. Reliance capped by expectation damages.
10
Q
World of Boxing LLC v. King
A
Boxing match, doping. Modern rule, reliance offset by proven expectation losses.
11
Q
Rockingham County v. Luten Bridge Co
A
Mitigation
12
Q
Parker v. Twentieth Century-Fox Film Corp.
A
Bloomer Girl movie canceled. Mitigation limited to comparable employment.
13
Q
Boone v. Coe
A
No restitution if no benefit.
14
Q
United States v. Algernon Blair
A
Crane rental, quantum meruit. Restitution available to breaching party.
15
Q
Kearns v. Andree
A
Land sale, invalid contract. Restitution for buyer’s requested services less any benefit.
16
Q
Stark v. Parker
A
Laborer breached 1-year contract. Old rule, gets no restitution.
17
Q
Britton v. Turner
A
Laborer breached 1-year contract. Modern rule, restitution less any employer losses.
18
Q
Muldoon v. Lynch
A
Tombstone delivery delay, liquidated damages of $10/day late. Unenforceable penalty. Ex ante ex post.
19
Q
Autauga Quality Cotton Assn. v. Crosby
A
Cotton cartel. Liquidated damages in cotton sale. Unenforceable as penalty.
20
Q
Samson Sales v. Honeywell
A
Security system failure, low liquidated damages in contract. Still unenforceable.
21
Q
Edge Group WAICCS v. Sapir Group
A
Share purchase agreement. Specific performance appropriate if possible.
22
Q
Fitzpatrick v. Michael
A
Personal care contract. No specific performance for personal service contracts.
23
Q
Lumley v. Wagner
A
Singer employment contract. Negative injunction to prevent singing for competitor.
24
Q
Lumley v. Gye
A
Inducing breach of contract. Tortious interference claim established.
25
Della Penna v. Toyota Motor Sales
Interference with prospective contractual relations not tortious interference.
26
Congregation Kadimah Toras-Moshe v. DeLeo
Oral gift promise of $25K to congregation. Not enforced. No consideration.
27
Pitts v. McGraw-Edison Co.
Commission payments, oral promise. Not enforceable without consideration/reliance.
28
In re Bayshore Yacht & Tennis Club Condominium Ass’n
Promised elevator never built. Gratuitous promise not enforced.
29
Hamer v. Sidway
Promise to pay nephew to refrain from vices. Enforceable, waiver of legal right is consideration.
30
Earle v. Angell
Promise to pay upon death if attending funeral. Enforceable with consideration.
31
Whitten v. Greeley-Shaw
Affair case, no bargaining. Not enforceable due to lack of consideration.
32
Fischer v. Union Trust Co.
$1 for deed to land. Not enforceable, consideration must be genuine not nominal.
33
Mills v. Wyman
Son cared for until death. Father's promise to pay after fact not enforceable.
34
Webb v. McGowin
Worker saved employer, promise to pay. Enforceable due to moral obligation.
35
Seavey v. Drake
Land promise, promisee improved land. Enforceable due to promisee's induced reliance. Promissory estoppel.
36
Kirksey v. Kirksey
Widow moved for brother-in-law's promise. Not enforceable pre-promissory estoppel.
37
Ricketts v. Scothorn
Grandfather promised money to granddaughter. Enforceable due to reasonable reliance.
38
Prescott v. Jones
Insurance policy renewal. Silence not acceptance, no overt action.
39
Allegheny College v. Nat’l Chautauqua County Bank
Charitable pledge. Enforceable under promissory estoppel. Consideration found (naming).
40
Garwood Packaging v. Allen & Co. (2004)
Contract negotiation, "hell or high water" clause. Unreasonable reliance.
41
Classic Cheesecake v. JPMorgan Chase (2008)
Loan officer's implied promise. Not significant reliance.
42
ProCD, Inc. v. Zeidenberg (1996)
Shrink-wrap license after purchase. Enforceable unless terms objectionable (give me $10,000).
43
Raffles v. Wichelhaus
Peerless
44
Flower City Painting Contractors. v. Gumina Constr
Neither party acted unreasonably; both understandings were plausible. P can always recover in restitution if D does not pay.
45
Embry v. Hargadine-McKittrick Dry Goods
Embry asks if he will have his job contract renewed. Boss says “go ahead, you’re OK.”
Holding: There is a contract if a reasonable man would assume a contract was made.
46
Bridge City Family Medical Clinic, P.C. v. Kent & Johnson, LLP
Settlement negotiation. An unqualified acceptance of a reasonably certain offer may create a binding contract.
47
Morrison v. Thoelke
The mailbox rule: A contract becomes binding when notice of acceptance is put in the mail.
48
Moulton v. Kershaw
Generic mailing to offer salt. No contract since not tailored specifically to the recipient.
49
Petterson v. Pattberg
P shows up with a pile of money to retire the mortgage. D says it is too late. Unilateral contract may be withdrawn before the act requested has been performed.
50
Carlill v. Carbolic Smoke Ball Co
Reward Ad. A general advertisement of an award constitutes an offer, provided at least contemporaneous notice and some consideration are present.
51
Cobaugh v. Klick-Lewis
Golf case. Manifested intent of the offeror and not his subjective intent which determines the power of a person to accept the offer.
52
Drennan v. Star Paving Co.
Subcontractor case. Promissory Estoppel (Traynor). Not popular.
52
James Baird Co. v. Gimbel Bros.
Subcontractor withdrew after contractor submitted bid. No contract because the offer was still revocable any time prior to acceptance.
53
Hoffman v. Red Owl Stores
Franchise kept raising capital requirement. Promissory estoppel.
54
Main Street Baseball
Rule: Some promises can be binding even in the process of getting to a contract.
Factors: Does language show intent? Have parties undertaken performance? Are terms left open? (If yes, strong presumption that it is non-binding, but intent still controls)
55
SIGA Techs. V. PharmAthene
Siga terminated merger after drug discovery. Expectation damages are possible for breaches of agreements to negotiate in good faith in limited contexts.
56
Nguyen v. Barnes & Noble Inc.
Arbitration in website terms of service. Not enforceable without constructive notice.
57
Meyer v. Uber Technologies, Inc
App sign-up arbitration terms. Enforceable with clear notice.
58
Wood v. Lucy, Lady Duff-Gordon
Exclusive marketing deal. Implied duty to use best efforts.
59
Micro Capital Investors, Inc. v. Broyhill Furniture Industries, Inc
Furnace heat cost ambiguity. Contract unenforceable for indefiniteness.
60
Blinn v. Beatrice Community Hosp. and Health Center, Inc.
Job assurance, no specific duration. No contract but remanded for promissory estoppel.
61
Laidlaw v. Organ
Tobacco sale, war ending. No duty to disclose equally available information.
62
Los Angeles Unified School District v. Great American Insurance Co.
Construction bidding. Must disclose known material facts.
63
Mitchill v. Lath
Strict application of parol evidence. The ice house fails under the “naturalness” prong
Parol Evidence is admissible when: (1) other agreement is collateral (made at the same time), (2) does not conflict with express or implied terms of writing, and (3) other agreement wouldn’t naturally be included in the writing.
64
Estate of Stanley Kauffmann v. Rochester Institute of Technology
Sought to introduce parol evidence to show neither party knew what they were signing. Not admissible (meaning is clear).
65
Hatley v. Stafford
West Coast rule. Allow parol evidence to be considered for option expiry.
66
Columbia Nitrogen Corp. v. Royster Co
When price dropped, D tries to argue that prior negotiations and custom suggest price not binding.
Industry custom becomes part of the deal itself unless the parties clearly disclaim these trade practices.
67
P.G.&E Co. v. G.W. Thomas Drayage & Rigging Co.
Meaning of "indemnification". Courts must consider extrinsic evidence and trade custom to determine the actual meaning of the terms (if both reasonable).
68
United Rentals v. RAM Holdings, Inc.
Forthright negotiator principle. “The subjective understanding of one party to a contract may bind the other party when the other party knows or has reason to know of that understanding.”
69
Frigaliment Importing Co. v. B.N.S. International Sales Corp.
Chicken. Both interpretation reasonable. Plaintiff bears burden of proof.
69
Weber Manufacturing Technologies, Inc. v. Plasan Carbon Composites, Inc
Tool ads. Trade puffery does not create an express warranty unless it is sufficiently specific.
70
Market Street Associates Ltd. Partnership v. Frey
Once a contract is formed, parties have a duty to operate in good faith, meaning they avoid tricking one another.
71
Sherwood v. Walker
Cow case. Mutual mistake material fact.
72
Lakshmi Grocery & Gas, Inc. v. GRJH, Inc.
Convenience store wrong data. To defeat the charge of mutual mistake, D would have to argue he actually knew what he was doing, which would imply fraud.
73
Jerome M. Eisenberg, Inc. v. Hall
Art deal case. Conscious ignorance cannot excuse your mistake.
74
Elsinore Union Elementary School Dist. v. Kastorff
Bid mistake. Called next day to say it's mistake. Unilateral mistakes can void contracts when quickly corrected before reliance.
75
Taylor v. Caldwell
Playhouse burned down. Impossibility.
76
Krell v. Henry
Coronation. Frustration of purpose. Implied condition.
77
Chase Precast Corp. v. John J. Paonessa Co.
Contract for concrete medians. Protest result in cancel of project.
Mistake about the future — 3 questions to ask:
* Did something abnormal happen?
o Was the breach out of the BP’s control?
o And was this event the source of the inability to perform?
* Will there be some uncompensated harm to the NBP?
* What harm will the BP incur?
78
World of Boxing LLC v. King 2
Boxing drug case. If it was foreseeable and anticipated, it cannot be impossible.
79
Merry Gentleman, LLC v. George and Leona Productions
When a party is left with no practical choice but to consent to another party’s modification, that is duress.
80
Alaska Packers’ Ass’n v. Domenico
Economic duress rule. Fishermen modify contract. You cannot benefit from promissory estoppel with unclean hands.
81
Levine v. Blumenthal
Renegotiated rent in depression. No consideration. Maybe not good law?
82
Henningsen v. Bloomfield Motors;
Car sales contract contained a disclaimer limiting liability to a replacement of the defective parts. Disclaimer violates public policy and is void. It is "procedurally and substantively unfair."
83
Williams v. Walker-Thomas Furniture Co
Furniture rent. Unconscionable.
84
Brower v. Gateway 2000
Gateway contained an agreement similar to ProCD. 10 page. ICC arbitration. The court does not find procedural unfairness here but thinks the contract is so substantively unfair it cannot be enforced.
85
Nichols v. Raynbred
Cow case. Promises are independent. No longer good law.
86
Kingston v. Preston
Silk merchant and apprentice. One party can’t enforce the sale of the business if the other doesn’t live up to his promise.
87
Strouth v. Pools by Murphy and Sons
Swimming pool. A court is likely to find a material breach when there are lots of indications the NBP placed a high subjective value on the product
88
Plante v. Jacobs
Wall was built was 1 foot away. No material breach. Courts don’t like economic waste.
TG: If we think the subjective loss is high we will treat it as material. If it is low we will treat it like it’s not a material breach.
89
Jacob & Youngs v. Kent
The Reading pipe case. Cardozo suggests some consumer preferences are simply too remote and idiosyncratic to be taken seriously.
o TG: Could think of the Reading requirement like Van Halen’s M&M test, to check for due diligence.
o P could also place a high subjective value on it.
