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109 Cards in this Set
- Front
- Back
- 3rd side (hint)
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Hawkins v. McGee
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Goal of ED is to make P as well off as if the contract hadn't been breached.
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ED
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Groves
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P is entitled to cost of completion for damages. The benefit of the bargain would have been value of land on completion -- much less.
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ED
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Peevyhouse v. Garland
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P's damages are capped at value of ED. Here market value should have been floor, cost of completion the ceiling.
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ED
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*Acme Mills v. Johnson
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No loss, no damages.
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ED
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Laurin v. DeCarolis (gravel)
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D is liable for value of item removed from land under K, but NOT labor costs.
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ED
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Louise Nursing Home
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Damages are NOT for putting P in a better position. Only for COMPENSATING for value of performance (cost of completion).
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ED
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Watt v. Nevada RR (burned hay)
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Plaintiff can recover market value of damaged goods less cost of transporting to market.
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ED
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Ill. Central RR (coal)
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Accurate measure of damages is what P pays to replace item. Look at relevant market.
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ED
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Missouri Furnace
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Damages should be based on difference between first and cover contract. Difference between contract and spot prices consistently overcompensates buyer.
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Limitations on ED
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Neri
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A regular vendor of goods is entitled to lost profits. The gross profits are a good proxy for cost of selling item.
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Limitations on ED
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Freund
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Damages aren't measured by what the defaulting party saved by the breach, but by the natural and probably consequences of the breach TO P.
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Limitations on ED
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Fera v. Village Plaza
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Plaintiffs are entitled to provable lost profits for ED, but they are very hard to prove.
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Lost Profits
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*Rocking County v. Luten Bridge
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ED limited by P's duty to mitigate damages. Duty starts when K is breached.
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Duty to mitigate
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*Hadley v. Baxendale
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Damages are limited to what would have reasonably been in the mind of both parties. NOTICE REQUIRED.
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Limitations on ED
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Lamkins v. I'nat'l Harv. (tractor light)
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Limits on out-of-proportion damages from special circumstances. MERE NOTICE NOT ENOUGH.
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Limitations on ED
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*Dempsey
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Necessary expenses incurred under contract are recoverable, but only those which naturally flow from and are result of act complained of.
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Reliance
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Security Stove
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Expenses made in reliance on a contract are recoverable EVEN IF they would have been made regardless of breach.
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Reliance
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Albert v. Armstrong (rubber)
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The promisee may recover for costs of preparing for performance, promisor can reduce by proving what would have been lost with performance.
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Reliance
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US v. Algernon Blair (subc. crane)
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Recover for labor and equipment even if can't recover under contract. (General breached.)
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Quantum Meruit
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Britton v. Turner (quit early)
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You have to pay reasonable amount for value received, but not more than contract price.
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Restitution
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Muldoon v. Lynch (tombstone)
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Penalty clauses won't be enforced, especially if disproportionate to actual damages.
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Penalty clause
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Fretwell v. Protection Alarm
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Limit on amount of damages for breach isn't the same as liquidated damages or penalty clause.
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Liquidated Damages
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Van Wagner Advt. (Billboard)
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No specific performance UNLESS money damages are inadequate remedy. Consider disproportionate burden on D.
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Specific Performance
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Curtice Bros.
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Specific performance will be ordered when breach makes P helpless in an uncertain market.
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Specific Performance
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*Lumley v. Wagner
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For unique personal services, the court will grant an injunction instead of specific performance, prevent a contract being made elsewhere.
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Specific Performance
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Dallas Cowboys v. Harris
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It's not unique if you can get it easily elsewhere.
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Specific Performance
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Pingley
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Organist. No specific performance for personal service unless there's unique ability. And not then, but you'll get an injunction.
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Specific Performance
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Fullerton Lumber
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A non-compete agreement can be enforced with specific performance for a limited time.
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Specific Performance
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Mills v. Wyman
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Prodigal son. Promise without a bargained-for exchange is not enforceable. (No consideration supports it.)
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Consideration
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Webb
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Breaking the fall. Promises for benefit already received are enforceable to extent necessary to prevent injustice.
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Consideration
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*Hamer v. Sidway
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Consideration is anything of value: right, interest, profit, or benefit for one party; forbearance, detriment, loss, or responsibility for the other. Waiver of a legal right IS consideration.
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Consideration
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Fischer v. Union Trust
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Bertha & Dad. A meaningless promise is meaningless. Only PERFORMANCE of a promise will do the claimant any good.
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Consideration
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**Allegheny College
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Promissory estoppel prevents a promisor from denying the existence of a promise when the promisee reasonably and foreseeably relies on the promise and acts to his detriment.
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Promissory estoppel
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Duff v. Wood
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An enforceable contract may be construed through an implied promise of one of the parties. What does this mean?
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Mutuality of obligation
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Feld v. Henry Levy
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Bread Crumbs: a contract by a seller to provide a good exclusively places an obligationon the seller to make their best effort to supply the good.
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Output Contract
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*Raffles v. Wichelhuas
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There must be consensus ad idem or there is no binding contract.
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Agreement
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Flower City Painting v. Gumina Constr. Co.
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No contract exists without a meeting of the minds.
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Agreement
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Embry v. Hargadine, McKittrick Dry Goods
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The law imputes to a person an intention corresponding to the reasonable meaning of his words and acts… if judged by a reasonable standard [they] manifest an intention… that agreement is established.
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Agreement
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Kabil Developments v. Mignot
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the test of manifested intent does not mean that a party cannot testify as to whether he thought at the time that he was in fact entering into an agreement.
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Agreement
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Dickenson v. Dodds
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It is in point of law only an offer, and, until both parties are bound, neither party is bound.
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O&A
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Cobaugh v. Klick-Lewis, Inc.
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An offer is a manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it. The only acceptance of the offer that is necessary is the performance of the act requested to win the prize. A unilateral mistake on the offeror’s part does not allow it to avoid its contract
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O&A
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Peterson v. Pattberg (NY mortgage)
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The offeror is the master of the offer and can revoke at any time prior to acceptance.
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O&A
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Carlill v. Carbolic Smoke Ball
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Advertisement was an offer to anyone who performed the conditions named, and performance equaled acceptance. Notice of acceptance can be contemporaneous with notice of performance.
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O&A
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*Poel v. Brunswick (rubber)
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Mirror image rule: no contract if all terms don't match exactly. Bad Law. Bad! Letters were exchanged, terms weren't exactly the same although difference was minor.
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Indefinite terms
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US v. Orr Constr.
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(work out proper legal releases -- never happened) An agreement cannot be inforced if the contractual language governing performance is so indefinite that we cannot say what adequate performance would be.
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Indefinite terms
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Sun Printing (Cardozo)
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Agreement to agree is not a contract. Vagueness kills. (Paper purchase)
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Indefinite terms
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Goodman v. Dicker (radio franchise)
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If by word or dead you induce reliance, you will be held responsible. (reliance damages)
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Reliance
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Hoffman v. Red Owl Stores
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Restatement § 90 Promissory Estoppel: three part test: 1)promisor should reasonably expect promise will induce action or forbearance, 2) it does induce it, 3)promise has to be enforced to avoid injustice.
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Reliance
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Baird v. Gimbel Bros. (lino floor)
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An offer for an exchange doesn't become a promise until consideration has been received. The offer must be accepted in manner offeror dictates.
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Reliance
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Drennan v. Star Paving
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Acting in justifiable reliance on an offer may be enough to make promise binding. Services aren't covered by UCC.
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Reliance
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Southwest Engineering v. Martin Tractor
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Statute of Frauds: signed writing required for sale of goods over $500, writing sufficient to indicate a contract for sale was made.
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Statute of Frauds
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*ProCD v. Zeidenberg
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Under § 2-204 vendor, as master of offer, may propose limitations on kind of conduct that constitutes acceptance.
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Conflicting Terms
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Hall v. Gateway
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A contract doesn't have to be read to take effect.
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Conflicting Terms
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*Mitchill v. Lath
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An oral agreement to modify a contract is only enforceable if 1) it's collateral in form, 2) it doesn’t contradict the written contract, 3) it's not something ordinarily written.
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Parol Evidence Rule
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Hatley v. Stafford (mobile home dream)
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Parol evidence can't be inconsistent w/ written agreement, AND should be something naturally made separately.
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Parol Evidence Rule
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PG&E v. Thomas Drayage (turbine)
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Parol evidence will be allowed to help interpret the meaning of a contract.
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Parol Evidence Rule
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Columbia Nitrogen v. Royster
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Custom, usage, and agreement of the parties should be used to help explain or supplement a contract. This blurs distininction between customary and legally binding.
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Parol Evidence Rule
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Wilson Arlington v. Prudential
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If the contract is clear, no parol evidence is allowed. Test of ambiguity is not complexity, but lack of clarity.
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Parol Evidence Rule
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Sherwood v. Walker
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Mutual mistake as to FACT may void the contract.
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Mistake and Excuse
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Elsinore v. Kastorff
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Usually no relief for a unilateral mistake unless there is bad faith by other party.
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Mistake and Excuse
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Taylor v. Caldwell
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If it becomes impossible to fulfill the contract before risk passes, the deal is off.
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Mistake and Excuse
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Opera Co. of Boston v. Wolf Trap
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Impossibility defense requires 1) unexpected occurrence, 2) non-occurrence was basic assumption of parties, 3) occurrence made performance impractical.
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Mistake and Excuse
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Carroll v. Bowerstock (warehouse floor)
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You have to pay for the amount of your benefit. § 263 if destruction makes performance impractical, contract's void.
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Mistake and Excuse
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Krell v. Henry
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If principal purpose of contract is frustrated, contract is void.
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Mistake and Excuse
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Nichols v. Raynbred (shillings & cow)
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Independent conditions: either party may recover damages from the other for breach, and D can't plead P's breach as defense.
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Conditions
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*Kingston v. Preston (Mansfield)
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3 types of conditions: mutual and independent, conditional and dependent, mutual for simultaneous performance.
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Conditions
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Price v. Van Lint
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Independent conditions: damages flow from cost of mitigating breach.
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Conditions
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Plante v. Jacobs
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Diminished Value Rule – for damages due to faulty construction amounting to incomplete performance it is the difference between the value of the house as it stands with faulty and incomplete construction and the value if it had been constructed in strict accordance with the plans and specifications. The cost of replacement or repair is not the measure, but is an element to consider when calculating value.
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Conditions
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Jacob & Youngs v. Kent
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Where default is trivial and performance is substantial other party must pay.
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Conditions
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Howard v. Federal Crop Ins.
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There is a general legal policy opposed to forfeitures. The provisions of a contract will not be construed as conditions precedent in the absence of language plainly requiring such construction.
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Conditions
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Gray v. Gardner
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To bring a case, I have to show that all condition precedents have been satisfied. If it’s condition subsequent, the burden is on you to show that something happened to call it off.
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Conditions
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Mascioni v. I.B. Miller Co.
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a provision for the payment of an obligation upon the happening of an event does not become absolute until the happening of the event. NB: beware of scheduling terms masquerading as conditions precedent.
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Conditions
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Semmes v. Hartford Ins.
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Where a condition in a contract is made impossible by the fault of neither party, that condition is void.
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Conditions
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Alaska Packers v. Domenico
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When a party merely does what he has already obligated himself to do, he cannot demand an additional compensation therefor. The new deal is not supported by consideration.
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Renegotiation & opportunism
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Austin Instrument Co. v. Loral Corp.
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If a contract is modified by placing a party under duress, the modification is void.
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Renegotiation & opportunism
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Oxxford Clothes XX v. Expeditors Int'n'l.
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Posner says the doctrine of duress is coextensive not w/ ED being less than perfect, but with your ability to go to court or not – however imperfect that ability might be.
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Renegotiation & opportunism
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Williams v. Walker-Thomas
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Unconscionability is an absence of meaningful choice on the part of one of the parties together with contract terms which are unreasonably favorable to the other party. The test: “such as no man in his senses and not under delusion would make on the one hand, and as no honest or fair man would accept, on the other.”
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Restraints
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Vokes v. Arthur Murray Inc.
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What is plainly injurious to good faith ought to be considered as a fraud sufficient to impeach a contract. An improvident agreement may be avoided because of surprise, mistake, want of freedom, undue influence, the suggestion of falsehood, or the suppression of truth.
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Restraints
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Lawrence v. Fox
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Where one person makes a promise to another for the benefit of a third person, that third person may maintain an action upon it.
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Third Party Beneficiaries
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Seaver v. Ransom
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The right of a third party to recover upon a contract made by other parties for the third party's benefit was determined by the circumstances of the particular case.
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Third Party Beneficiaries
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Macke Co. v. Pizza of Gaithersburg
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Absent a provision to the contrary, rights and duties under an executory bilateral contract can be assigned or delegated, subject to the exception that duties under a contract to provide personal services may never be delegated, nor rights be assigned under a contract where delectus personae was an ingredient of the bargain.
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Assignment & Delegation
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Lumley v. Gye
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A third party will be liable for breaking up a contract for personal services by enducing one party not to perform.
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Tortious Interference
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ED
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Hawkins, Groves, Peevyhouse, Acme Mills, Laurin v. DeCarolis, Louise Nursing Home, Watt v. Nevada, Illinois Cetral, Missouri Furnace, Neri, Freund
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Lost profits
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Fera, Neri
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Duty to mitigate
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Luten Bridge, Missouri Furnac, Price v. Van Lint BUT Parker
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Damage limitations
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Hadley, Lamkins v. Int'l Harvester
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Reliance on a Contract
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CCC v. Dempsey, Security Stove, Albert v. Armstrong
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Reliance on a Promise / Promissory Estoppel
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Allegheny College, Goodman v. Dicker, Hoffman v. Red Owl, Baird v. Gimbel, Drennan v. Star Paving, Hawkins
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Quantum Meruit
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Algernon Blair, (Jacobs & Young)
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Restitution
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Britton v. Turner, Groves
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Penalty Clauses
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Muldoon, Carlill
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Liquidated Damages
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Fretwell
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Specific Performance
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Curtice Bros, Lumley v. Wagner, Dallas Cowboys, Pingley, Fullerton Lumber
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Consideration
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Mills v. Wyman, Webb v. McGowin, Hamer v. Sidway, Fischer v. Union Trust
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Mutuality of obligation
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Duff v. Wood
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Output
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Feld v. Henry Levy
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Agreement
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Raffles, Flower City, Embry v. Hargadine, Kabil
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Offer
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Dickenson v. Dodds, Cobaugh v. Klick Lewis, Petterson v. Pattberg, Carlill v. Carbolic
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Indefinite terms
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Poel v. Brunswick, Orr Construction, Sun Printing
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Statute of Frauds
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Southwest Engineering
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Conflicting Terms
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ProCD, Hall v. Gateway
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PER
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Mitchill v. Lath, Hatley v. Stafford, PG&E v. Thomas Drayage, Columbia Nitrogen v. Royster, Wilson Arlington v. Prudential
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Mistake & Excuse
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Sherwood v. Walker, Elsinore v. Kastorff, Taylor v. Caldwell, Wolf Trap, Carroll v. Bowerstock, Krell v. Henry
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Conditions
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Nichols v. Raynbred, Kingston v. Preston, Price v. Van Lint, Plante v. Jacobs, Jacob & Youngs, Howard v. FCIC, Gray v. Gardner, Mascioni v. IB Miller Co, Semmes v. Hartford
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Renegotiation & Opportunism
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Alaska Packers v. Domenico, Austin Instrument v. Loral, Oxxford Clothes XX
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Restraints
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Williams v. Walker-Thomas, Vokes v. Arthur Murray
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Third Party Beneficiaries
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Lawrence v. Fox (creditor), Seaver v. Ransom (donee)
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Assignment & Delegation
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Macke v. Pizza of Gaithersburg
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Tortious Interference
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Lumley v. Gye
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