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109 Cards in this Set

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Hawkins v. McGee
Goal of ED is to make P as well off as if the contract hadn't been breached.
ED
Groves
P is entitled to cost of completion for damages. The benefit of the bargain would have been value of land on completion -- much less.
ED
Peevyhouse v. Garland
P's damages are capped at value of ED. Here market value should have been floor, cost of completion the ceiling.
ED
*Acme Mills v. Johnson
No loss, no damages.
ED
Laurin v. DeCarolis (gravel)
D is liable for value of item removed from land under K, but NOT labor costs.
ED
Louise Nursing Home
Damages are NOT for putting P in a better position. Only for COMPENSATING for value of performance (cost of completion).
ED
Watt v. Nevada RR (burned hay)
Plaintiff can recover market value of damaged goods less cost of transporting to market.
ED
Ill. Central RR (coal)
Accurate measure of damages is what P pays to replace item. Look at relevant market.
ED
Missouri Furnace
Damages should be based on difference between first and cover contract. Difference between contract and spot prices consistently overcompensates buyer.
Limitations on ED
Neri
A regular vendor of goods is entitled to lost profits. The gross profits are a good proxy for cost of selling item.
Limitations on ED
Freund
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.
Limitations on ED
Fera v. Village Plaza
Plaintiffs are entitled to provable lost profits for ED, but they are very hard to prove.
Lost Profits
*Rocking County v. Luten Bridge
ED limited by P's duty to mitigate damages. Duty starts when K is breached.
Duty to mitigate
*Hadley v. Baxendale
Damages are limited to what would have reasonably been in the mind of both parties. NOTICE REQUIRED.
Limitations on ED
Lamkins v. I'nat'l Harv. (tractor light)
Limits on out-of-proportion damages from special circumstances. MERE NOTICE NOT ENOUGH.
Limitations on ED
*Dempsey
Necessary expenses incurred under contract are recoverable, but only those which naturally flow from and are result of act complained of.
Reliance
Security Stove
Expenses made in reliance on a contract are recoverable EVEN IF they would have been made regardless of breach.
Reliance
Albert v. Armstrong (rubber)
The promisee may recover for costs of preparing for performance, promisor can reduce by proving what would have been lost with performance.
Reliance
US v. Algernon Blair (subc. crane)
Recover for labor and equipment even if can't recover under contract. (General breached.)
Quantum Meruit
Britton v. Turner (quit early)
You have to pay reasonable amount for value received, but not more than contract price.
Restitution
Muldoon v. Lynch (tombstone)
Penalty clauses won't be enforced, especially if disproportionate to actual damages.
Penalty clause
Fretwell v. Protection Alarm
Limit on amount of damages for breach isn't the same as liquidated damages or penalty clause.
Liquidated Damages
Van Wagner Advt. (Billboard)
No specific performance UNLESS money damages are inadequate remedy. Consider disproportionate burden on D.
Specific Performance
Curtice Bros.
Specific performance will be ordered when breach makes P helpless in an uncertain market.
Specific Performance
*Lumley v. Wagner
For unique personal services, the court will grant an injunction instead of specific performance, prevent a contract being made elsewhere.
Specific Performance
Dallas Cowboys v. Harris
It's not unique if you can get it easily elsewhere.
Specific Performance
Pingley
Organist. No specific performance for personal service unless there's unique ability. And not then, but you'll get an injunction.
Specific Performance
Fullerton Lumber
A non-compete agreement can be enforced with specific performance for a limited time.
Specific Performance
Mills v. Wyman
Prodigal son. Promise without a bargained-for exchange is not enforceable. (No consideration supports it.)
Consideration
Webb
Breaking the fall. Promises for benefit already received are enforceable to extent necessary to prevent injustice.
Consideration
*Hamer v. Sidway
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.
Consideration
Fischer v. Union Trust
Bertha & Dad. A meaningless promise is meaningless. Only PERFORMANCE of a promise will do the claimant any good.
Consideration
**Allegheny College
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.
Promissory estoppel
Duff v. Wood
An enforceable contract may be construed through an implied promise of one of the parties. What does this mean?
Mutuality of obligation
Feld v. Henry Levy
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.
Output Contract
*Raffles v. Wichelhuas
There must be consensus ad idem or there is no binding contract.
Agreement
Flower City Painting v. Gumina Constr. Co.
No contract exists without a meeting of the minds.
Agreement
Embry v. Hargadine, McKittrick Dry Goods
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.
Agreement
Kabil Developments v. Mignot
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.
Agreement
Dickenson v. Dodds
It is in point of law only an offer, and, until both parties are bound, neither party is bound.
O&A
Cobaugh v. Klick-Lewis, Inc.
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
O&A
Peterson v. Pattberg (NY mortgage)
The offeror is the master of the offer and can revoke at any time prior to acceptance.
O&A
Carlill v. Carbolic Smoke Ball
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.
O&A
*Poel v. Brunswick (rubber)
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.
Indefinite terms
US v. Orr Constr.
(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.
Indefinite terms
Sun Printing (Cardozo)
Agreement to agree is not a contract. Vagueness kills. (Paper purchase)
Indefinite terms
Goodman v. Dicker (radio franchise)
If by word or dead you induce reliance, you will be held responsible. (reliance damages)
Reliance
Hoffman v. Red Owl Stores
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.
Reliance
Baird v. Gimbel Bros. (lino floor)
An offer for an exchange doesn't become a promise until consideration has been received. The offer must be accepted in manner offeror dictates.
Reliance
Drennan v. Star Paving
Acting in justifiable reliance on an offer may be enough to make promise binding. Services aren't covered by UCC.
Reliance
Southwest Engineering v. Martin Tractor
Statute of Frauds: signed writing required for sale of goods over $500, writing sufficient to indicate a contract for sale was made.
Statute of Frauds
*ProCD v. Zeidenberg
Under § 2-204 vendor, as master of offer, may propose limitations on kind of conduct that constitutes acceptance.
Conflicting Terms
Hall v. Gateway
A contract doesn't have to be read to take effect.
Conflicting Terms
*Mitchill v. Lath
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.
Parol Evidence Rule
Hatley v. Stafford (mobile home dream)
Parol evidence can't be inconsistent w/ written agreement, AND should be something naturally made separately.
Parol Evidence Rule
PG&E v. Thomas Drayage (turbine)
Parol evidence will be allowed to help interpret the meaning of a contract.
Parol Evidence Rule
Columbia Nitrogen v. Royster
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.
Parol Evidence Rule
Wilson Arlington v. Prudential
If the contract is clear, no parol evidence is allowed. Test of ambiguity is not complexity, but lack of clarity.
Parol Evidence Rule
Sherwood v. Walker
Mutual mistake as to FACT may void the contract.
Mistake and Excuse
Elsinore v. Kastorff
Usually no relief for a unilateral mistake unless there is bad faith by other party.
Mistake and Excuse
Taylor v. Caldwell
If it becomes impossible to fulfill the contract before risk passes, the deal is off.
Mistake and Excuse
Opera Co. of Boston v. Wolf Trap
Impossibility defense requires 1) unexpected occurrence, 2) non-occurrence was basic assumption of parties, 3) occurrence made performance impractical.
Mistake and Excuse
Carroll v. Bowerstock (warehouse floor)
You have to pay for the amount of your benefit. § 263 if destruction makes performance impractical, contract's void.
Mistake and Excuse
Krell v. Henry
If principal purpose of contract is frustrated, contract is void.
Mistake and Excuse
Nichols v. Raynbred (shillings & cow)
Independent conditions: either party may recover damages from the other for breach, and D can't plead P's breach as defense.
Conditions
*Kingston v. Preston (Mansfield)
3 types of conditions: mutual and independent, conditional and dependent, mutual for simultaneous performance.
Conditions
Price v. Van Lint
Independent conditions: damages flow from cost of mitigating breach.
Conditions
Plante v. Jacobs
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.
Conditions
Jacob & Youngs v. Kent
Where default is trivial and performance is substantial other party must pay.
Conditions
Howard v. Federal Crop Ins.
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.
Conditions
Gray v. Gardner
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.
Conditions
Mascioni v. I.B. Miller Co.
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.
Conditions
Semmes v. Hartford Ins.
Where a condition in a contract is made impossible by the fault of neither party, that condition is void.
Conditions
Alaska Packers v. Domenico
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.
Renegotiation & opportunism
Austin Instrument Co. v. Loral Corp.
If a contract is modified by placing a party under duress, the modification is void.
Renegotiation & opportunism
Oxxford Clothes XX v. Expeditors Int'n'l.
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.
Renegotiation & opportunism
Williams v. Walker-Thomas
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.”
Restraints
Vokes v. Arthur Murray Inc.
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.
Restraints
Lawrence v. Fox
Where one person makes a promise to another for the benefit of a third person, that third person may maintain an action upon it.
Third Party Beneficiaries
Seaver v. Ransom
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.
Third Party Beneficiaries
Macke Co. v. Pizza of Gaithersburg
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.
Assignment & Delegation
Lumley v. Gye
A third party will be liable for breaking up a contract for personal services by enducing one party not to perform.
Tortious Interference
ED
Hawkins, Groves, Peevyhouse, Acme Mills, Laurin v. DeCarolis, Louise Nursing Home, Watt v. Nevada, Illinois Cetral, Missouri Furnace, Neri, Freund
Lost profits
Fera, Neri
Duty to mitigate
Luten Bridge, Missouri Furnac, Price v. Van Lint BUT Parker
Damage limitations
Hadley, Lamkins v. Int'l Harvester
Reliance on a Contract
CCC v. Dempsey, Security Stove, Albert v. Armstrong
Reliance on a Promise / Promissory Estoppel
Allegheny College, Goodman v. Dicker, Hoffman v. Red Owl, Baird v. Gimbel, Drennan v. Star Paving, Hawkins
Quantum Meruit
Algernon Blair, (Jacobs & Young)
Restitution
Britton v. Turner, Groves
Penalty Clauses
Muldoon, Carlill
Liquidated Damages
Fretwell
Specific Performance
Curtice Bros, Lumley v. Wagner, Dallas Cowboys, Pingley, Fullerton Lumber
Consideration
Mills v. Wyman, Webb v. McGowin, Hamer v. Sidway, Fischer v. Union Trust
Mutuality of obligation
Duff v. Wood
Output
Feld v. Henry Levy
Agreement
Raffles, Flower City, Embry v. Hargadine, Kabil
Offer
Dickenson v. Dodds, Cobaugh v. Klick Lewis, Petterson v. Pattberg, Carlill v. Carbolic
Indefinite terms
Poel v. Brunswick, Orr Construction, Sun Printing
Statute of Frauds
Southwest Engineering
Conflicting Terms
ProCD, Hall v. Gateway
PER
Mitchill v. Lath, Hatley v. Stafford, PG&E v. Thomas Drayage, Columbia Nitrogen v. Royster, Wilson Arlington v. Prudential
Mistake & Excuse
Sherwood v. Walker, Elsinore v. Kastorff, Taylor v. Caldwell, Wolf Trap, Carroll v. Bowerstock, Krell v. Henry
Conditions
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
Renegotiation & Opportunism
Alaska Packers v. Domenico, Austin Instrument v. Loral, Oxxford Clothes XX
Restraints
Williams v. Walker-Thomas, Vokes v. Arthur Murray
Third Party Beneficiaries
Lawrence v. Fox (creditor), Seaver v. Ransom (donee)
Assignment & Delegation
Macke v. Pizza of Gaithersburg
Tortious Interference
Lumley v. Gye