Contract Law PDF

**August 27, 2024** **Definition of Contract** - - - - Sources of Contract law - - - - - - - Contract Theory - - - - - Lawyering Perspective - Question 4 - Question 7 Consideration is a bargain for exchange **August 30** Myer V. Uber Technologie...

**August 27, 2024** **Definition of Contract** - - - - Sources of Contract law - - - - - - - Contract Theory - - - - - Lawyering Perspective - Question 4 - Question 7 Consideration is a bargain for exchange **August 30** Myer V. Uber Technologies Below the payment information the screen states: By creating an Uber account, you agree to the terms of Service and privacy policy Inquiry Notice - - Two types of agreements - - Browserwrap-post T & C link at the bottom of the screen - - Types of notices - - Inquiry Notice - Chapter 2: Mutual Assent (Section A) and Consideration (Section B) The most common way of having a contract is having mutual assent or consideration You need that to have a valid contract **September 3rd** - - - - Note 1 - Offers made in Jest - Normile v. Miller - - - Unilateral contract- Offer/Acceptance - - - Cook v. Coldwell Banker/ Frank Laiben Realty - - Sateriale - - - The "Agreement to Agree" Walker v. Keith - - - Quake v. American Airlines - - - - - - - - Consideration - - Mutuality of consideration - - Hamer v. Sidway - - - Pennsy Supply v. American Ash Recycling Corp. - - Pennsy- Holding - - Note 3 - Dougherty v. Salt - - - Plowman v. Indian Refining Co. - - - Dohrmann v. Swaney - Marshall Durbin Food Corp. v. Baker September 13 What law applies - - - 1. 2. - - Uniform Commercial Code - - Article 2 Sale of Goods - - - UCC contract formation - - - - - Jannusch v. Naffziger - - - Notes Note1- "Predominant purpose" test- pg 153- was the purpose the sale of goods or the service Note 2- Parties probably intended to have a binding K even though some details need to be resolved Note 3- K for sale of goods 500\$ must be in writing unless an exception applies Styburg Engineering v. Eaton Corp - - - Note 1 - - Note 2 - - Note 3 Acceptance through conduct UCC 2-207- terms of offer and terms of acceptance differ - 1. - 1. 2. 2-207 "battle of the forms" - 2-207 1. 2. 3. If 1 is yes you go to 2 if 2 is yes you don\'t need 3 If 1 is no you go to 3 Either 1 and 3 Or 1 and 2 Question 1 Has a contract been formed? An unequivocal and timely expression of acceptance is an acceptance (not just a counteroffer) despite the fact it contains additional and different terms from those contained in the offer Question 2 If acceptance is valid, what becomes of the variant terms? - Merchant: as a person who regularly deals in goods or who claims to have knowledge or skill related to the goods or transaction - - **If both parties are Merchants- variant terms automatically become a part of the contract unless the** A. B. C. - - September 17 Promissory Estoppel A promise The actions of the promisee to act based on the promise Element 3 is about justice Kirksey v. Kirksey September 20 King v. Trustees of Boston - - - - Note 2 Adoption of Restatement 90(2) would remove uncertainty about the enforceability of charitable subscriptions, but it might have the undesirable effect of reducing the willingness of people to make charitable pledges, particularly large ones Katz v. Danny Dare inc - - - - Note 2 When is reliance detrimental? - Note 1- Option Contracts Offeror's power of revocation may be bargained away in exchange for return consideration- Option Contract Must have consideration to be enforceable - Nominal Consideration- Note 2 - Note 3- Services as consideration - Note 7 and 8 - James Baird v. Gimbel Drennan v. Star Paving - - Limitation on the use of promissory estoppel recognized by Traynor 1. 2. 3. 4. Supplementing the agreement: Implied terms, the obligation of good faith - - - The rationale for implied terms - Wood v. Lucky, Lady Duff- Gordon - - - Wood cont D broke The implied obligation of good faith - - - Meaning of good faith How to define good faith under the UCC - - - **Sept 24** - Meaning of good faith - - Locke v. Warner Bros Inc - Liability for Benefits Received: The principle of restitution - 2 elements central to restitutionary recovery: 1. 2. - Restitution - - Credit Bureau v. Pelo - - - Commerce partnership 8098 v. Equity Contracting Co. - Commerce Partnership - - - Commerce Cont Two elements to establish unjust enrichment: 1. 2. If payment has been made for the benefit conferrer then there is NO unjust enrichment -P did not prove that D had not made payment to any party for the benefits conferred by P -Reman- P has the burden to prove that D did not pay the GC Watts v. Watts - - - Watts Third legal theory Fourth legal theory Watts cont, - - - - Mills v Wyman - - Note 1 Note 2 Notes 3-6 Webb v. Mcgowin Statute of Frauds Certain types of contracts must be in writing to be enforceable Main types 1. 2. 3. 4. - 5. Failed defense if it\'s less than a year **Sept 25** - - - Elements of writing To satisfy the SOF there must be a signed writing The signed writing must: 1. 2. 3. 4. **Exceptions are partial performance, promissory estoppel, unjust enrichment** **THREE PART TEST** 1. 2. 3. Crabtree v. Elizabeth Arden sales corp. - - - - Note 1 - - - - Note 2 - - Beaver v. Burlow Refer to slides Alaska Democratic Party v. Rice - - - ADP cont. - Sale of goods statue of frauds- 2-201 - - - Statute of frauds- 2-201 - - - Ten day Reply Doctrine - - - 2 ways to qualify as a merchant for article 2 purposes SEE SLIDES Reply Doctrine- Hypo Third exception to SOF: Specifically manufactured goods 2-201(3)(a) Contracts for the sale of specifically manufactured foods are exempted from the writing requirement: - - - - Fourth Exemption to SOF: Partial Payment 2-201(3)(c) - Fifth exception to the statute of frauds: partial delivery/ partial performance 2-201(3)(c) - - - **Oct 1** Parol evidence rule 2-202: Final Written Expression: parol or Extrinsic evidence Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence 1. 2. Parol Evidence Rule - - - - Fully integrated (complete, final, exclusive) contradict-No Consistent additional terms- No (Explain or supplement) Course of perfo, deal, trade- Yes (Explain or supplement) Partially Integrated Contradict-No Consistent additional terms- Yes(Explain or supplement) Cp,Cd,Td- Yes (Explain or supplement) Parol Evidence-2-202 Partially integrated v. Fully integrated Concepts Distinction between "final writings"- meaning partially integrated contracts- and contracts that are final but also so meticulously well crafted as to be deemed by the court as "intended also as a complete and exclusive statement of the terms of the agreement" meaning fully integrated. To tell the difference between partially and fully integrated contracts, courts use a multifactored approach. 1. 2. 3. 4. 5. Parol Evidence Steps 1. 2. Parol Evidence Hypo Classify the writing- contract is presumably final and partially integrated Evidence N trying to bring in the delivery date is May 2 and not May 10. This contradicts 3-303 Course of performance, course of dealing, usage of trade - How to find parties course of performance: - - - 3-303 Course of dealing - - 3-303 Trade Usage - - - - Fraud or Duress - Thompson v. Libby - - - Taylor v. State farm Corbin view of Parol evidence rule 1. 2. Parol evidence hypo A owes b 1000\$. It doesn\'t contradict it therefore the oral agreement is admissible in evidence to supplement the written agreement. A and B sign a written agreement. The oral understanding is admissible in evidence unless it is found that the written agreement was completely integrated. Sherrodd v. Morrison **Oct 4** Nanakuli Paving & Rock Co 1. 2. Course of performance When entering the industry the question is should I have known? Test whether UCC or common law applies is Predominant purpose of the contract Is it the sale of goods or Land Intellectual property Warranties - - - - - - Javins v. First National Realty Corp p.546 Leading case dealing with the implied warranty of habitability in residential leases The discussion of the case notes several justifications for judicial implication of a warranty of habitability 1. 2. 3. The great majority of states either by statute or court decision recognize an implied warranty of habitability in residential leases Bayliner Marine corp v. Crow - - Express warranties- UCC 2-313 A seller of goods can create an express warranty in any one of three ways: 1. 2. 3. Two distinct test must be met: 1. 2. Seller's statement of fact can express warranties. Sellers\' mere opinion cannot. - - Express warranty- Substance over Form - - Any statements of fact that seller makes to buyer after the deal is struck do not qualify as express warranties - - Note 2- Implied warranty of merchantability and Note 3- Fitness for a particular purpose The implied warranty of merchantability Section 2-314 - Who is a merchant under 2-314? Slides - - Implied warranty of fitness for a particular purpose (FPP)- 2-315 Slides Merchantability vs. FPP Disclaiming warranties notes 4 and 5 Section 2-316 - Slides How and when a warranty can be effectively disclaimed Slides Disclaimer Cont Has to be conspicuous As-is Specifically disclaim Not intended for non traditional use If there is an expressed warranty that conflicts with a disclaimed then the expressed warranty wins **Oct 8** Residential leases- implied warranty is habitability Speight v. Walters Development Co. - - Speight Cont. - - - **DEFENSES** Avoiding Enforcement: Incapacity, Bargaining Misconduct, Unconscionability, And Public Policy The chapter examines 1. 2. 3. Avoiding Enforcement - Minority and Mental Incapacity - 1. 2. Age) Age of majority is 18 17-contract Minority Rule - - - - - Dodson v. Shrader - - - Dodson cont. - - Note 3 Two major qualifications to the rule of incapacity: 1. - 2. - Note 4 - - Mental illness If a party is adjudicated mentally incompetent- Contract is void Without adjudication, a contract is voidable if the individual is unable to: 1. 2. Sparrow - - Two Tests for incapacity 1. - 2. - Oct 15 Duress Totem establishes that under modern law, to avoid an agreement because of duress, a party must establish: 1. 2. 3. Physical Duress- contract is void from beginning Economic duress- contract is voidable Undue influence- Odorizzi v. Bloomfield school district - Undue influence 1. 2. The use of excessive pressure to persuade one vulnerable to such pressure to enter a contract that is against their best interests. Undue influence elements-restatement of contract 4 elements: 1. 2. 3. 4. Element 2- Unfair Persuasion Odorizzi factors: Unusual; inappropriate time Element 3- Undue susceptiabiltiy Weakness of mind Element 4- inequitable result Outcome of transaction must be deemed unfair to the victim. Consider following factors 1. 2. 3. 4. Misrepresentation and nondisclosure - - - Misrepresentation Assertion of fact that is not true Two major categories: 1. 2. Fraudulent misrepresentation - - Oct 22 - Nondisclosure - - - Nondisclosure - - - When can you rescind based on nondisclosure **Slides** When can you rescind based on nondisclosure Hill v. Jones Unconscionability - - - Procedural unconscionability - - Substantive unconscionability - Oct 25 Midterm review **ON THE EXAM** Final exam essay will be on defenses Unilateral contract as its a promise in exchange for performance 2-207 The way you know its 2-207 is if the terms of acceptance differ from the terms of the offer Substantial performance If you dont read the contract but sign it you should know the terms Misrepresentation you need to make a false assertion Watch out for always and all the time Bargain for consideration is the thing for the thing that she bargained for Consideration needs to have bargain for exchange Courts do not consider adequacy of consideration UCC applies to all sales Material terms for exception for warranties specifically discussing change to warranty needs to be agreed to You need consideration for an option contract to hold the offer open Look at trade usage issues,course of performance as- step 2-207 of how to materially alter a contract Nov 1 Mutual Mistake - - Unilateral mistake - - a. b. Lenawee County Board of Health v. Messerly **This was a mutual mistake** BMW Financial Services NA, LLC v. Deloach - - Mistake v. Misrepresentation - - - Changed circumstances: Impossbility, Impractability, and frustration - - - - Hemlock Semiconductor Operations LLC v. SolarWorld Industries Sachsen GmbH - - Hemlock, cont Court rejected the frustration of purpose claim for reasons similar to the practicability defense and also because the primary purpose of the contract was to supply the goods at a fixed price and that purpose was not frustrated Nov 5 Commercial impracticability - - Frustration of purpose - Physical impossibility - - Mel Frank Tool and Supply, Inc v. Di-Chem co. enXco Note 1 No questions on forfeiture Express conditions and strictly satisfied condition Expressed conditions have to be expressed J.N.A Knew they were making improvements so it is assumed they would renew First a condition will be excuse if the party that benefits from the condition wrongfully interferes with the fulfillment of the condition Excusing of conditions Implied conditions - 1. 2. 3. Constructive conditions **ESSAY ON DEFENSES, MAYBE DAMAGES -FINAL EXAM** Nov 8 Expectation damages - - Expectation damages - - Expectation damages-usual formula 1. 2. Case 1-pg 878 Case 2 Crabby's inc v. Hamilton Real estate- the calculations for expectation damages is looked at the time of the breach of contract Nov 12 - Note 1 - Note 2 - Restriction on recovery of expectation damages: Forseeability, Certainty and Causation - - - Hadley v. Baxendale - - - - - - - - - - restatement - Forseeability - - Florafax international inc v. GTE Market Resources inc. **Land contract- HAS TO BE IN WRITING** Note 2 - Note 3 - - Uncertainty as a limitation on damages - Mitigation of Damages as a restriction on Recovery of damages **LOOK AT SLIDES** Step 1: duty to mitigate reasonably Step 2: did you make a reasonable effort to mitigate Mitigation Justifications for the doctrine of mitigation of damages 1. 2. Maness v. Collins - - Note 2 - Note 3 Note 5 - Note 6 - Lost volume sellers rule - - Jetz service co v. Salina properties - Non-recoverable damages: items commonly excluded from plaintiffs damages for breach of contract Three principles bases for award of attorney fees 1. 2. 3. Nov 19 Note 6 Erlich v. Menezes Note 2 Note 4 Reliance damages - - - Wartzman v. Hightower productions ALWAYS HAVE A DUTY TO MITIGATE **DAMAGES CHECKLIST** Reliance damages Expectation damages Attorney fees Emotional distress damages Note 3 Walser v. Toyota Motor Sales, U.S.A Inc Note 1 Promissory estoppel is reliance damages Restituion damages - United States ex rel. Coastal Steel Erectors inc v. Algernon Blair Inc. Nov 22 Note 1 - - - - How to calculate expectation damages SLIDES If you had a liquidated damages clause and you mitigate you do not have to subtract If there is a liquidated damages clause you dont need to look at the other types of damages **EXAM REVIEW** - - - - - - - - - - - - - - - - - - - - - - - -