Contracts

Front 1

Why would society get behind private contracts?

Back 1

efficiency
freedom
stability

Front 2

What arguments against private contracts

Back 2

inexpertness
abuse
one-sided contracts

Front 3

White v Benkowski

Back 3

water contract:
no punitive damages in contracts--it has to be a tort

Front 4

ELEMENTS
bargain theory of consideration

Back 4

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

Front 5

ELEMENTS
promissory estoppel

Back 5

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.

Front 6

ELEMENTS
unjust enrichment

Back 6

the duty to pay for valuable services which were rendered and accepted with the understanding that they were not given as a gift

Front 7

ELEMENTS
promise for benefit received

Back 7

promises for benefit received are binding to the extent necessasary to prevent injustice (not for gifts or unreasonable promises).

Front 8

ELEMENTS
tort arising from a contract action

Back 8

A (socially unreasonable)breech of duty imposed by law, not by contract

Front 9

ELEMENTS
form

Back 9

statutory obligations arising only because of the form of the promise (writing, signature, etc.)

Front 10

ELEMENTS
express warranty

Back 10

any affirmation of fact, or any promise or description which is made part of the basis of the bargain

Front 11

expectancy damages

Back 11

plaintiff gets what she expected if the agreement had been preformed

Front 12

reliance damages

Back 12

back to position before the agreement--before reliance

Front 13

value of benefit conferred

Back 13

restoring the value of whatever the plaintiff gave to the defendant

Front 14

Uniform Commercial Code (UCC)

Back 14

statutory law
not common law

Front 15

consideration

Back 15

something given to extract a return promise or performance

Front 16

WARRANTY: how do you know the difference between sales talk and an affirmation of fact?

Back 16

specific,
testable,
definitive statements are affirmations

Front 17

what does "basis of the bargain mean?" Who has the BOP?

Back 17

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

Front 18

implied warranty of merchantability

Back 18

the seller is a specific merchant of those goods and the goods are not fit for their normal purpose

Front 19

merchantable

Back 19

fit for the usual purpose

Front 20

4 elements of implied warranty of fitness for the purpose

Back 20

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.

Front 21

Purpose of the UCC

Back 21

standardize interstate sales

Front 22

purpose of the convention on contracts

Back 22

standardize international sales

Front 23

Sullivan v O'connor

Back 23

nose job
allows expectancy damages because pain and suffering were reasonably foreseeable

Front 24

Hardesty v Smith

Back 24

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"

Hint 24

"hard"ly worth it

Front 25

Dougherty v Salt

Back 25

aunt gives nephew note for 3K
no consideration
unenforceable gift promise

Front 26

primary v remedial duties

Back 26

primary duty is the duty to perform (to supply water in the first place)
remedial duty is the duty to pay damages

Front 27

Stonestreet v Southern Oil

Back 27

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

Hint 27

stone naked

Front 28

Fuller
Functions of legal formalities

Back 28

EVIDENTIARY: in case of controversy
CAUTIONARY:weightiness, a check against unconsidered action
CHANNELING: defined and recognizeable channels

Front 29

Maughs v Porter

Back 29

car auction
consideration existed because proimsor extracted performance to receive a benefit.

Front 30

Hamer v Sidway

Back 30

uncle promises nephew 5K for forbearance

Hint 30

uncle hamer

Front 31

Baehr v Penn-O-Tex Oil

Back 31

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

Hint 31

I can "bare"ly wait to sue.

Front 32

Springstead v Nees

Back 32

beneficiaries claim they forewent "bothering" siblings about Atlantic property.
They never had a colorable claim to forebear. Not enforceable consideration

Front 33

a colorable claim

Back 33

one the plaintiff genuinely thinks they could possibly win.

Front 34

De Los Santos

Back 34

one-sided beet hauling contract
Mutuality is absent when only one party is bound to perform.

Front 35

what does "executory" mean? what is an executory bilateral exchange?

Back 35

it hasn't happened yet as in an "executory bilateral exchange" is a two way promise to perform in the future

Front 36

what is mutuality?

Back 36

mutual obligation

Front 37

Wood v Lady Duff Gordon

Back 37

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.

Front 38

two tests for mutuality in "satisfaction clauses"

Back 38

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

Front 39

Weiner v McGraw-Hill, Inc.

Back 39

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

Front 40

Mattei v Hopper

Back 40

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

Hint 40

matt is satisfactory now

Front 41

Kirksey v Kirksey

Back 41

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)

Front 42

Siegel v Spear

Back 42

furnitue insurance:
agreement was enforceable although there was no mutually bargained-for benefit. This marks the beginning of promissory estoppel

Hint 42

steven segal buys his furniture here

Front 43

Wheeler v White

Back 43

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.

Hint 43

"white" out the damages

Front 44

Hoffman v. Red Owl Stores

Back 44

pre-contract negotiations may be actionable unless there is a clear intent not to be bound until formally agreed.

Front 45

the theory underlying promissory estoppel

Back 45

induced detrimental reliance

Front 46

3 elements of Promissoty estoppel

Back 46

1. promise that would reasonably induce substantial reliance
2. reliance
3. unavoidable injustice

Front 47

charity in PE?

Back 47

actionable after action in reliance upon them has been taken.

Front 48

is the role of custom relevant to PE?

Back 48

yes, because PE deals with "reasonable" reliance. Do producers usually rely on pop stars before a contract is made?

Front 49

Steel Workers v Steel Corp

Back 49

plant was never made profitable, promise not enforceable.

Front 50

Bloomgarden v Coyer

Back 50

finders fee:
you've gotta expect renumeration, and they've gotta know it. classic defense: "it's not unjust, it was a gift."

Front 51

Sparks v Gustafson

Back 51

managed rental properties for 2 years for deceased friend. the nature of the exchange suggested an expectation (a contract in fact)

Front 52

Gay v Mooney

Back 52

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"

Hint 52

gay that he died before anyone knew about the agreement

Front 53

Kearns v Andree

Back 53

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.

Hint 53

"kearn" you recover for UE with no benefit received?

Front 54

what other theory of obligation can you pursue even when there is an enforceable contract?

Back 54

unjust enrichment

Front 55

Kelley v Hance

Back 55

guy does 1/3 of a sidewalk and tries to recover under UE
but cant

Hint 55

Kelly Hancy is unjustly as tall as 1/3 of the sidewalks in America

Front 56

Britton v Turner

Back 56

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)

Hint 56

only a brit could quit his job and sue

Front 57

DeLeon v Aldrete

Back 57

installment land contract breach:
usually if you breach ILC, you get nothing. But in this case, they recovered
benefit conferred - damages = recovery

Hint 57

we've "aldrete" been paying for that land

Front 58

Watts v Watts

Back 58

Co-habiting partners:
she recovered whatever wasn't in the scope of her relationship as "wife."

Front 59

Consideration theory

Back 59

a benefit or a detriment that was bargained for.

Front 60

If there is no bargain, can you recover for giving a benefit? what theory?

Back 60

yes, Unjust enrichment

Front 61

When there is no bargain, can you recover for a personal detriment in reliance?

Back 61

yes, Promissory Estoppel

Front 62

why are contracts not dying with these other theories?

Back 62

9.7% success
inferior remedies

Front 63

Mills v Wyman

Back 63

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

Hint 63

wear levis in the mill

Front 64

Webb v McGowin

Back 64

falling pine block:
a promise to pay affirms the presumption that a request would have been made

Front 65

element and exceptions to the doctrine of promise for benefit received

Back 65

they are binding to the extent necessary to prevent injustice.
BUT:
if it was a gift, there's no injustice.
justice is not served by enforcing rash or ridiculous promises.

Front 66

Harrington v Taylor

Back 66

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.

Hint 66

she hunted him down with an axe

Front 67

Edson v Poppe

Back 67

Landowner promises to pay for a previously completed well.
enforceable if the services were beneficial and not intended to be gratuitous

Hint 67

"Well" done Edison

Front 68

3 ways that tort and breach actions different?

Back 68

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)

Hint 68

CDR

Front 69

Mauldin v Sheffer

Back 69

engineer v Architect tort:
professionals may have duties apart from the contract to excercise reasonable care. But a tortious breach must be misfeasance.

Front 70

Hargrave v Oki Nursery

Back 70

sour grapes:
willful and wanton bad-faith, fraudulent misrepresentation

Front 71

are bad-faith breaches always tortious?

Back 71

not necessarily. only in insurance cases

Front 72

elements of tort of fraudulent misrepresentation

Back 72

1. representation
2. falsity
3. scienter (intent, the knowledge of deception)
4. deception and injury

Front 73

Kieth v Buchanan

Back 73

sailboat warranty case

Hint 73

uncle kieth bought a sailboat

Front 74

express warranty

Back 74

any affirmation of fact or promise, description, or sample, which is made part of the basis for the bargain.

Front 75

how can you tell affirmation of fact from "puffing" (sales talk)?

Back 75

1. specific
2. verifiable, measurable, testable
3. definitive phrasing

Front 76

what does "basis of the bargain" mean? Who has to prove it?

Back 76

it is at least one of the inducements of the bargain.
the seller has the BOP.

Front 77

implied warranty of merchantability

Back 77

seller must be a specific merchant. Product must be fit for normal use

Front 78

implied warranty of fitness for the purpose

Back 78

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.

Front 79

Webster v Blue Ship Tea Room

Back 79

fish bone chowder:
the product didn't breach IW of merchantability because it was, indeed, merchantable

Front 80

in one sentance, What does the Statute of Frauds say

Back 80

certain (substantial) agreements must be in writing to be enforceable.

Front 81

what questions should you ask when dealing with a SOF issue?

Back 81

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?

Hint 81

SWED

Front 82

McIntosh v Murphy

Back 82

unwritten contract for a year of work in Hawaii:
statute begins from first day of work rather than at time of contract?

Hint 82

should have written it on your hawaiian McIntosh.