Is there a contract?
· Y: For Goods or Something Else
· N: Where was the breakdown; formation, consideration, etc?
o G: UCC (2-207 first)
o S: Common Law
· Is it ambiguous?
I. Objective Views of Contracts
· Ray v. Eurice, Lucy v. Zehmer, Embry v. Hergadine
II. Consideration
· Benefit to promissory, detriment to promisee; Bargained-for-exchange
· Hamer v. Sidway, Daugherty v. Salt, Wolford v. Powers, Baehr v. Penn-o-Tex, Plowman v. Indian Refining Co, Batsakis v. Demotsis, DuPont v. Claiborne
III. Reliance and Promissory Estoppel
· Promise Made, Expectancy of reliance, Reliance to detriment, enforcement to avoid injustic.
· Kirksey v2, Greiner v2, Wright v. Newman, Allegheny College, King v. BU, Katz v. Danny Dare, Shoemaker v. Commonwealth Bank
IV. Restitution
· Quasi-Contracts and barring Unjust Enrichment
· Glenn v. Savage, Commerce Partnership v. Equity, Watts v2, Mills v. Wyman, Webb v. McGowin
V. Offer and Acceptance
· Bilateral (Promise for a promise) Unilateral (Promise for Performance)
· Lonergan v. Sconick, Izadi v. Machado Ford, Normille v. Miller, Patterson v. Pattberg, Cook v. Coldwell, Duldulao v. Saint Mary’s
VI. Offer Reliance (PE part II)
· When can’t you revoke an offer?
· James Baird v. Gimbel, Drennan v. Star Paving, Berryman v. Kmoch, Pop’s Cones v. Merv Griffin
VII. UCC and the Battle of the Forms
· Last Shot, Mirror Image; à UCC §2-207
· Princess Cruises v. GE, Brown Machine v. Hercules, Horning v. Falconer Glass
VIII. Postponed Bargaining: Agreeing to Agree
· What happens when formation isn’t complete, but one party thinks it is?
· Walker v. Keith, Quake v. AA, Pennzoil v. Texaco
IX. The Statute of Frauds
· What needs to be in writing and why
· McKinney v. Charter Gold, Crabtree v. Liz Arden, Alaska Dem v. Rice, Buffalo v. Hart
X. Interpretation
· Objective, Subjective, and Modified Objective; Do parties know what the other party means?
·
XI. Parol Evidence
· Can evidence of other bargaining modify a written K?
·
XII. Implied Terms
· When a K fails to include basic terms, the law adds them in (Good Faith and Warranties)
·
XIII. Duress and Undue Influence
· Totem Marine v. Alyeska, Odorizzi v. Bloomield School Dist
XIV. Misrepresentation and Nondisclosure
·
XV. Unconscionability
· When a K is invalid because of procedural and substantive unfairness
XVI. Public Policy
· If it offends the public conscience, then it isn’t a good idea to make it legally binding
XVII. Mistake
· Material Mistake Invalidates K and justifies recission
XVIII. Impracticability and Frustration
· Impracticability is circumstancial change resulting in severe detriment
XIX. Modification
· Consideration must be exchanged for a change in consideration
XX. Breach and Repudiation
· When you can terminate a contract without doing your share
XXI. Express Conditions
· Things that will bar performance
XXII. Damages
· ‘R’-Expect
ent:
· To consitute C, a performance or a return promise must be bargained for
· A performance or return promise is bargained for if it is sought by the promisor in exchange for his promise and is given by the promisee in return for that promise.
· The performance may consist of
o An act other than a promise, or
o A forbearance, or
o The creation, modification, or destruction of a legal relation
· The performance or return promise may be given to the promisor or to some other person. It may be given to the promisee or by some other person
Benefit/Detriment: Right or Benefit granted to Promissor OR Loss, forfeiture on the part of promisee
· Hamer v. Sidway: Sid 1 promist Sid Jr. to refrain from badness for 5 years in exchange for 5K
o Where is the benefit or detriment? Jr. forewent pleasures (despite being harmful ones) and limited a right, so C was present
§ Exceptions: If uncle demanded that nephew exercise, would that be C? Restatement does away with benefit to promisor
· Daugherty v. Salt: aunti prmised 3K at her death because boy was ‘nice’ and she wanted to take care of him
o Consideration? Past actions –being nice- don’t count, must be future from promise date
