Enforcement of Promises
I. Basic Terms
i. §1 Contract- a promise or a set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty
ii. §2(1) Promise – manifestation of intention to act or refrain from acting in a specified way, so made as to justify a promise in understanding that a commitment has been made
iii. §2(2) P’sor – The person manifesting the intention
iv. §2(3) P’see – To whom the manifestation is addressed
i. Under common law a term of art that determines whether a contract can be enforced.
ii. §71 Can be either:
a. An act other than a promise
b. A forbearance
c. the creation, modification, or destruction of a legal relation
2. Return promise
a. Legal benefit
iii. Hamer v. Sidway
1. waiver of a legal right is sufficient consideration
III. Past Consideration
i. Feinberg v. Pfeiffer Co
1. past consideration not consideration
IV. Consideration as Bargain
i. §71 a performance or return promise must be bargained for
1. Consideration is a bargain for exchange
V. Bilateral Contracts and Illusory Promises
i. Kirksey v. Kirksey
1. conditional gift promise. Not trying to induce, just a condition required as part of the gift.
2. Dissent felt her moving was sufficient consideration
ii. Strong v. Sheffield
1. Forbearance offered as the consideration for gauranty of promissory note. Didn’t agree to forebear collection for any specified period of time. If she had been bargaining for forbearance of the collection she would have specified a time.
iii. Mattei v. Hopper
1. Satisfaction conditions
a. objective satisfaction ->commercial standards
b. subjective satisfaction -> “state of fulfillment” only used if the subject matter doesn’t lend itself to objective criteria. Matters of personal taste/judgment. Good faith required.
iv. Wood v. Lucy, Lady Duff-Gordon
1. implied promise.
2. UCC §2-306 (2)
a. “. . . obligation by the seller to use best efforts to supply the goods and by the buyer to use best efforts to promote their sale”
b. best efforts à good faith (in the case of a mer
i. conditions of exchange (if parties do not expressly conditions each others promises on performance, still will enforce them.)
ii. If both parties actions can be performed simultaneously, they will be required to be performed simultaneously.
iii. if simultaneously performance is not possible, the second performance is conditional upon the first performance.
iv. longer perf. goes 1st, 2nd perf is cond. on 1st
VIII. Reliance and Promissory Estoppel
i. Ricketts v. Scothorn
1. no consideration, but it would be unjust to permit one to breach on those grounds
ii. Feinberg v. Pfeiffer Co
promise is enforceable because Feinberg relied on it