Select Page

Contracts
St. Thomas University, Florida School of Law
Wolff, Mark J.

Sources of K law
            Common Law
            Statutory Law (UCC)
            Restatement 2nd of K
            CISG-UN (Vienna correction on intentional sale of goods)
            Treaties & Legal Scholarship (Corbin, Williston, etc.
 
Meaning of Enforce & intro to K remedies
 
K do not punish the promisor. 
            United States Naval Institute v. Charter Communications
Naval seeking Berkeley’s (charter) profits for breach of K pursuant to agreement to not sell book before a certain date. No profits awarded only damages pursuant to actual breach. Judgment for ¶ naval.
 
There is such a thing as an efficient breach.
 
Once enforcement deemed valid, how will we enforce? K will generally not compel performance instead applies a substitutional (an award of money damages)
Expectation damage rule: put the promisee in the position had the K been carried out
Reliance damage rule: put the promisee in a position had the K not been made
Restitution damage rule: put the promisor in the position had the K not been made
 
            Sullivan v. O’Connor
Patient suing doctor for a botched nose job. Case is an example of reliance damages. She relied on his promise to give her a perfect nose and court is awarding her the damages resultant from her reliance on that promise. not giving her expectation damages (putting her in position had K been performed correctly, expectation is also stronger in commercial cases). She is entitled to doctors fee (restitution), pain and suffering for all 3 operations and hosp. fee for all three operations, as well as for disfigurement. (in expectancy she would have also recovered for the difference between nose as promised and nose as given). Judgment for ¶ patient.
 
Generally punitive damages not awarded in K but might award if court wants to discourage certain practices. Anti-trust damages = treble punitive damages. Punitive damages might also result when there is malicious intent and bad faith breach, as when a breach establishes a second tort.
 
Specific performance: usually not awarded except in real estate, extreme remedy. It is an equitable remedy, no jury in equitable proceedings, the promisee must show he has no adequate remedy at law in order to obtain equitable relief
 
§2: Consideration as Basis for Enforcement
 
Consideration: bargain theory of consideration is a promise or performance that is bargained for. R2d §71 gives definition of what constitutes consideration and exchange
Unilateral: seeking performance in exchange for promise
Bilateral: seeking promise in exchange for promise
 
            Hamer v. Sidway
Nephew suing uncles estate for money promise

case. Or the forbearing or surrendering party believes the claim to be fairly valid. The reason for enforcing these contracts is the fact that there is a strong public policy for settling claims and forbearance is tool used in settlement hence courts want to uphold these contracts in order to encourage settlement (judicial economy).
 
Requirement of Exchange, Action in the Past
 
            Feinberg v. Pfeiffer
Former employee suing her former employer for discontinuation of her pension payments. Example of promissory estoppel pursuant to R2d § 90. court found that feinberg’s reliance on the pension promise was consideration to enforce the K. no consideration for the 37 years of previous work, action in the past not consideration.  On second count Services not consideration but rather retirement. Her recoverable damages were based on her detrimental reliance, they enforce it in full. Separate basis of enforcement from recovery interest. You must first have an enforceable contract before you can decide what recovery will be.  Judgment for ¶ employee.