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82 Cards in this Set

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Why would society get behind private contracts?
What arguments against private contracts
one-sided contracts
White v Benkowski
water contract:
no punitive damages in contracts--it has to be a tort
bargain theory of consideration
both parties agree to a mutual exchange and a reasonable person would say they did it to extract performance from the other--not for free
promissory estoppel
a promise that you should reasonable expect to induce reliance and which does induce reliance is binding if justice can be avoided only by enforcement of the promise.
unjust enrichment
the duty to pay for valuable services which were rendered and accepted with the understanding that they were not given as a gift
promise for benefit received
promises for benefit received are binding to the extent necessasary to prevent injustice (not for gifts or unreasonable promises).
tort arising from a contract action
A (socially unreasonable)breech of duty imposed by law, not by contract
statutory obligations arising only because of the form of the promise (writing, signature, etc.)
express warranty
any affirmation of fact, or any promise or description which is made part of the basis of the bargain
expectancy damages
plaintiff gets what she expected if the agreement had been preformed
reliance damages
back to position before the agreement--before reliance
value of benefit conferred
restoring the value of whatever the plaintiff gave to the defendant
Uniform Commercial Code (UCC)
statutory law
not common law
something given to extract a return promise or performance
WARRANTY: how do you know the difference between sales talk and an affirmation of fact?
definitive statements are affirmations
what does "basis of the bargain mean?" Who has the BOP?
it is at least one of the inducements of the bargain
the seller has the burden of procing that there was no reliance on the representation
implied warranty of merchantability
the seller is a specific merchant of those goods and the goods are not fit for their normal purpose
fit for the usual purpose
4 elements of implied warranty of fitness for the purpose
the buyer has a particular purpose
the seller knows about the particular purpose
the buyer relies on the sellers judgment to select goods suitible to the purpose
the seller knows the buyer is relying on him.
Purpose of the UCC
standardize interstate sales
purpose of the convention on contracts
standardize international sales
Sullivan v O'connor
nose job
allows expectancy damages because pain and suffering were reasonably foreseeable
Hardesty v Smith
patent case:
as long as there is no fraud, consideration agreed upon may indefinitely exceed the value of the thing for which it is promised and still the bargain stands--he got "a something"
"hard"ly worth it
Dougherty v Salt
aunt gives nephew note for 3K
no consideration
unenforceable gift promise
primary v remedial duties
primary duty is the duty to perform (to supply water in the first place)
remedial duty is the duty to pay damages
Stonestreet v Southern Oil
nudum pactum (naked promise) leaves you no worse off than before--you gave nothing for it, you lose nothing by it--no recoverable damages incurred
stone naked
Functions of legal formalities
EVIDENTIARY: in case of controversy
CAUTIONARY:weightiness, a check against unconsidered action
CHANNELING: defined and recognizeable channels
Maughs v Porter
car auction
consideration existed because proimsor extracted performance to receive a benefit.
Hamer v Sidway
uncle promises nephew 5K for forbearance
uncle hamer
Baehr v Penn-O-Tex Oil
guy says on the phone that he'll pay rent. Other guy sues and claims he forebore bringing suit sooner as consideration.
Forbearance was not bargained for--there was no voluntary assumption of an obligation
I can "bare"ly wait to sue.
Springstead v Nees
beneficiaries claim they forewent "bothering" siblings about Atlantic property.
They never had a colorable claim to forebear. Not enforceable consideration
a colorable claim
one the plaintiff genuinely thinks they could possibly win.
De Los Santos
one-sided beet hauling contract
Mutuality is absent when only one party is bound to perform.
what does "executory" mean? what is an executory bilateral exchange?
it hasn't happened yet as in an "executory bilateral exchange" is a two way promise to perform in the future
what is mutuality?
mutual obligation
Wood v Lady Duff Gordon
Lady DG sold Wood exclusive rights to her name.
Court rules that there was mutuality because the exclusive nature of the contract bound Wood to perform.
two tests for mutuality in "satisfaction clauses"
objective test: comparison of commercial value
subjective test: "good faith"--that is, if the breachor has legitimate reasons based on the performance itself for not honoring the contract
Weiner v McGraw-Hill, Inc.
McGraw fired Weiner without providing just cause:
mutuality can be satisfied up front--a promise may be bought all at once. it is not a standing requirement
Mattei v Hopper
developer buys property subject to "satisfactory leases"
sbjective: (if I like it, I'll buy it) the obligation to perform is measured on a subjective judgment of the merits of the issue
matt is satisfactory now
Kirksey v Kirksey
The judge thinks that the widow moving was enough "consideration," but he ruled the other way because the Brother in law didn’t receive any benefit.
(pre-promissory estoppel)
Siegel v Spear
furnitue insurance:
agreement was enforceable although there was no mutually bargained-for benefit. This marks the beginning of promissory estoppel
steven segal buys his furniture here
Wheeler v White
promise to a developer of a 70K loan--he starts tearing buildings down:
Since the promisee in such cases is partially responsible for his failure to bind the promisor to a legally sufficient contract, promissory estoppel only extends reliance damages.
"white" out the damages
Hoffman v. Red Owl Stores
pre-contract negotiations may be actionable unless there is a clear intent not to be bound until formally agreed.
the theory underlying promissory estoppel
induced detrimental reliance
3 elements of Promissoty estoppel
1. promise that would reasonably induce substantial reliance
2. reliance
3. unavoidable injustice
charity in PE?
actionable after action in reliance upon them has been taken.
is the role of custom relevant to PE?
yes, because PE deals with "reasonable" reliance. Do producers usually rely on pop stars before a contract is made?
Steel Workers v Steel Corp
plant was never made profitable, promise not enforceable.
Bloomgarden v Coyer
finders fee:
you've gotta expect renumeration, and they've gotta know it. classic defense: "it's not unjust, it was a gift."
Sparks v Gustafson
managed rental properties for 2 years for deceased friend. the nature of the exchange suggested an expectation (a contract in fact)
Gay v Mooney
A relative lived with a family and died:
They rebut the presumption that their service was rendered gratuitously with the evidence that they had an agreement for "payment"
gay that he died before anyone knew about the agreement
Kearns v Andree
promise to buy a house after alterations:
def. argues no benefit received. but there was a benefit because he held the exclusive option to take advantage of the [work] of the giver.
"kearn" you recover for UE with no benefit received?
what other theory of obligation can you pursue even when there is an enforceable contract?
unjust enrichment
Kelley v Hance
guy does 1/3 of a sidewalk and tries to recover under UE
but cant
Kelly Hancy is unjustly as tall as 1/3 of the sidewalks in America
Britton v Turner
guy quits his job, breaching a contract, and sues:
breachers can recover under UE if they incurred no damages and if their work was "Accepted" (day-to-day or whatever)
only a brit could quit his job and sue
DeLeon v Aldrete
installment land contract breach:
usually if you breach ILC, you get nothing. But in this case, they recovered
benefit conferred - damages = recovery
we've "aldrete" been paying for that land
Watts v Watts
Co-habiting partners:
she recovered whatever wasn't in the scope of her relationship as "wife."
Consideration theory
a benefit or a detriment that was bargained for.
If there is no bargain, can you recover for giving a benefit? what theory?
yes, Unjust enrichment
When there is no bargain, can you recover for a personal detriment in reliance?
yes, Promissory Estoppel
why are contracts not dying with these other theories?
9.7% success
inferior remedies
Mills v Wyman
Mills cared for Levi:
this was before the doctrine of promise for benefit received)
court sees payment as a moral obligation not enforceable at law
wear levis in the mill
Webb v McGowin
falling pine block:
a promise to pay affirms the presumption that a request would have been made
element and exceptions to the doctrine of promise for benefit received
they are binding to the extent necessary to prevent injustice.
if it was a gift, there's no injustice.
justice is not served by enforcing rash or ridiculous promises.
Harrington v Taylor
wife trys to kill assaulting husband with axe:
they cant enforce it, it was a free gift--she never intended to be paid for it.
she hunted him down with an axe
Edson v Poppe
Landowner promises to pay for a previously completed well.
enforceable if the services were beneficial and not intended to be gratuitous
"Well" done Edison
3 ways that tort and breach actions different?
they may differ in:
nature of conduct (malfeasance v nonfeasance)
the duties recognized and the interests protected (public v private law
The scope of the availible remedy: (punish v restore)
Mauldin v Sheffer
engineer v Architect tort:
professionals may have duties apart from the contract to excercise reasonable care. But a tortious breach must be misfeasance.
Hargrave v Oki Nursery
sour grapes:
willful and wanton bad-faith, fraudulent misrepresentation
are bad-faith breaches always tortious?
not necessarily. only in insurance cases
elements of tort of fraudulent misrepresentation
1. representation
2. falsity
3. scienter (intent, the knowledge of deception)
4. deception and injury
Kieth v Buchanan
sailboat warranty case
uncle kieth bought a sailboat
express warranty
any affirmation of fact or promise, description, or sample, which is made part of the basis for the bargain.
how can you tell affirmation of fact from "puffing" (sales talk)?
1. specific
2. verifiable, measurable, testable
3. definitive phrasing
what does "basis of the bargain" mean? Who has to prove it?
it is at least one of the inducements of the bargain.
the seller has the BOP.
implied warranty of merchantability
seller must be a specific merchant. Product must be fit for normal use
implied warranty of fitness for the purpose
1. buyer has a specific purpose
2. seller has reason to know about the SP
3. buyer relies on seller to select goods for the SP
4. seller knows buyer is relying on him.
Webster v Blue Ship Tea Room
fish bone chowder:
the product didn't breach IW of merchantability because it was, indeed, merchantable
in one sentance, What does the Statute of Frauds say
certain (substantial) agreements must be in writing to be enforceable.
what questions should you ask when dealing with a SOF issue?
1. is it within the statute
2. is there a writing?
3. is there an exception
4. are there other doctrines that may affect the results?
McIntosh v Murphy
unwritten contract for a year of work in Hawaii:
statute begins from first day of work rather than at time of contract?
should have written it on your hawaiian McIntosh.