American Contract Law for a Global Age, 2017a

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BLICESTER: That’s crazy. JUDGE: No, that’s estoppel. When you lie and then try to take advantage of it in a court, we judges will use our inherent equitable powers to prevent ourselves from helping you do it. We do that by making you shut up. BLICESTER: But the proof is right here! JUDGE [hammers gavel]: Shut up. Bailiff, see his lordship out. Next case! Equity Says You Can’t Have It Both Ways. This “equitable” power of judges makes a good deal of sense. It’s one thing for someone to cheat another. It’s something very different for courts to help someone use the law to cheat. Where one party has lied and tries to take advantage of that lie, he or she will be estopped to contradict the previous lie. Over time, however, the doctrine of estoppel—originally called “estoppel in pais” (roughly, “estoppel by your own conduct”), became broader. There began to be categories, such as estoppel by deed, estoppel by record, and estoppel by silence, but all of these ultimately came to be categorized, in American law, as “equitable estoppel.” Judges began to apply the principle to situations in which the speaker did not deliberately lie, but was merely negligent about the truth. Finally, the principle came to be applied even in situations where the facts turned out to be untrue even though the speaker was acting entirely in good faith. All of these forms of equitable estoppel, however, applied only to statements of fact, not to promises. Reliance on What? People do, however, rely on many statements that are not facts, including opinions, predictions, and promises. When A makes a promise to B, B might well rely on that promise. If the promise is in the form of a contract, reliance by the promisee is reasonable due to the promise being enforceable at law. If the promise is made by someone you trust, reliance may be reasonable based on that trust relationship. But what if you rely on a promise from someone you hardly know, and it is not the kind of exchange transaction we saw in our consideration cases? Will the law enforce a promise just because you relied on it? The answer, perhaps surprisingly, is yes—sometimes. Because the doctrine of equitable estoppel requires a false statement of fact, judges developed a new doctrine based on an unkept promise and called it “promissory estoppel.” Rather than basing the enforceability of a promise on the presence of absence of consideration, promissory estoppel is grounded in the concept of reliance. Promissory Estoppel Is Something, But Not Everything. After suffering through the study of consideration and its technicalities, many law students become overly attached to promissory estoppel, viewing it as a solution for every injustice that occurs based on the absence of an otherwise enforceable contract. The doctrine, ______________________________________________________________________________ 158 CHAPTER III: CONSIDERATION
however, is not that broad, and also does not necessarily replicate the remedies that are available for enforcement of a true contract. As you read the cases and materials in this unit, watch carefully for the specific factual scenarios in which courts are willing to allow the use of promissory estoppel. Read section 90 of the Restatement (Second) of Contracts before you continue with this unit. ______________________ Cases and Materials RICKETTS v. SCOTHORN Supreme Court of Nebraska 57 Neb. 51, 77 N.W. 365 (1898) SULLIVAN, J. In the district court of Lancaster county the plaintiff Katie Scothorn recovered judgment against the defendant Andrew D. Ricketts, as executor of the last will and testament of John C. Ricketts, deceased. The action was based upon a promissory note, of which the following is a copy: May the first, 1891 I promise to pay to Katie Scothorn on demand, $ 2,000, to be at 6 per cent per annum. J. C. RICKETTS. The material facts are undisputed. They are as follows: John C. Ricketts, the maker of the note, was the grandfather of the plaintiff. Early in May—presumably on the day the note bears date—he called on her at the store where she was working. What transpired between them is thus described by Mr. Flodene, one of the plaintiff’s witnesses: A. Well the old gentleman came in there one morning about 9 o’clock—probably a little before or a little after, but early in the morning—and he unbuttoned his vest and took out a piece of paper in the shape of a note; that is the way it looked to me; and he says to Miss Scothorn, “I have fixed out something that you have not got to work any more.” He says, “None of my grandchildren work and you don’t have to.” Q. Where was she? ______________________________________________________________________________ UNIT 9: PROMISSORY ESTOPPEL AS A CONSIDERATION SUBSTITUTE 159
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Notices This is the first edition o
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About CALI eLangdell Press The Cent
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Unit 19: Conditions ...............
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hired Corleone family thugs 4 or an
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described herein, and agrees to fre
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6. MARY BETH WHITEHEAD, Surrogate,
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Surrogate and WILLIAM STERN, Natura
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10. Consider paragraph 5. Should th
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The two court opinions that follow
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Venue Venue is a concept of place
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Their first child, Ryan, was born o
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Subsequent to entering into the sur
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The sixth and final argument sugges
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It is argued by amicus that the $ 1
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no stated public policy on surrogac
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IN RE BABY M Supreme Court of New J
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adoption; the sole purpose of the c
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The surrogacy contract violates the
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Problems Donald Donor is a single,
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An Introduction to CONTRACT FORMATI
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particular obligation? In Europe, i
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The evidence is undisputed that pla
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After some negotiation a price of $
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The answer of A.H. Zehmer admitted
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no, that is beer and liquor talking
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on the Zehmers as well as on himsel
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offer and of the reward and its sub
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your professor. You will come acros
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car title you’re holding there. I
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In the modern world, the question o
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pair of sunglasses. The drumroll th
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This letter was apparently sent onw
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Because these cases generally invol
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teenager’s schoolmates gape in ad
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Review Question 3. Note how Judge W
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cash in ten days,” it must be dee
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“Before a contract can be complet
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for the purpose of doing the work a
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accidentally being bound to unwante
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Here, we have a counter-offer. The
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parties.” Metropolitan Sports Fac
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court. See Minn. R. Civ. App. P. 10
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Thus, it clearly appears that the d
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with distribution. The parties ulti
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all essential terms. See, e.g., Sit
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Enclosed, we beg to hand you contra
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to call for an acceptance particula
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than identify himself, Dealer says,
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offer.” More often, they nod, sha
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The next attack will be my end, I a
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from all the facts and circumstance
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Notice to the agent, within the sco
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2. Written approval by United State
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contrary in the offer, the acceptan
Page 116 and 117: HOBBS v. MASSASOIT WHIP CO. Supreme
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Page 120 and 121: contract in this case come into exi
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Page 124 and 125: An Introduction to CONSIDERATION Th
Page 126 and 127: and you are free to change your min
Page 128 and 129: Ridge Runner that she lacked the pr
Page 130 and 131: We conclude that the territory enco
Page 132 and 133: He further answered, that it was gi
Page 134 and 135: This action was brought upon an all
Page 136 and 137: consideration does in fact benefit
Page 138 and 139: Review Question 5. The promisors in
Page 140 and 141: The distinction between such a cond
Page 142 and 143: Vincent refuses. Fritz eventually s
Page 144 and 145: enefit was money received, the subs
Page 146 and 147: they stopped work in a body, and de
Page 148 and 149: supervise this building. Under the
Page 150 and 151: The day before trial the plaintiffs
Page 152 and 153: General rules of law established fo
Page 154 and 155: For the foregoing reasons we are al
Page 156 and 157: WEBB v. McGOWIN Court of Appeals of
Page 158 and 159: 100 P. 631 (Kan. 1909); Edson v. Po
Page 160 and 161: McGowin’s adult child, would that
Page 162 and 163: efuses, saying, “We had a deal.
Page 164 and 165: Giles had no right to use it. But t
Page 168 and 169: A. She took the piece of paper and
Page 170 and 171: According to the undisputed proof,
Page 172 and 173: We recognize that upon different fa
Page 174 and 175: was discussed with compensation to
Page 176 and 177: CONRAD v. FIELDS Court of Appeals o
Page 178 and 179: her job at Qwest and enroll in law
Page 180 and 181: Seth Wyman’s estranged son Levi i
Page 182 and 183: An Introduction to ALTERNATIVE REGI
Page 184 and 185: consistency. Some provisions have p
Page 186 and 187: TOUSLEY-BIXLER CONSTRUCTION CO. v.
Page 188 and 189: of goods within this Article whethe
Page 190 and 191: differently from other contracts? F
Page 192 and 193: nine units was delivered and paid f
Page 194 and 195: think they have struck a deal.” Q
Page 196 and 197: more sense for contract formation t
Page 198 and 199: COMMERCIAL CODE § 2-206:12 (3D ED.
Page 200 and 201: face of which appears the notation,
Page 202 and 203: Problem 10.3 On June 1, the sales d
Page 204 and 205: except for personal use. If, howeve
Page 206 and 207: [T]he plain reading of the statute
Page 208 and 209: not lubricated in any way. Without
Page 210 and 211: we also note that Best Bolt’s vic
Page 212 and 213: (c) are fit for the ordinary purpos
Page 214 and 215: This purchase order represents the
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provision would cause no “surpris
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FLENDER CORPORATION v. TIPPINS INTE
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well that the reservations each par
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The alternate approach, recognized
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(a) Is Ivy League University a “m
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and ratified a treaty called the Un
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(2) The fact that the parties have
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e. Manufacturer in Texas contracts
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an authorized distributor of Defend
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undisputed that each of these alleg
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Treaty Text Note. Read Articles 18,
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*4 (S.D. Ohio Mar. 26, 2009); see a
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perform a substantial part of his o
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shall be settled by binding arbitra
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An Introduction to CONTRACT DEFENSE
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which extended even to being able t
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Dickerson, 72 Ala. 318 (1882). In t
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loss from the transaction, includin
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this definition. Whether other area
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ORTELERE v. TEACHERS’ RETIREMENT
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medicine, this physician “judged
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The avoidance of duties under an ag
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7. What is my total service credit?
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Review Question 5. In McGovern v. C
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will pay the full listed price of $
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endeavoured to be upheld by Perjury
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Y Contracts that cannot be performe
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you think the consideration doctrin
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NICKELS, J., dissenting. I disagree
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contracts. What is the real purpose
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At the ensuing trial, defendant den
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There may be cases in which it woul
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professional. Things were really ge
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GUENTHER v. AMER-TEX CONSTRUCTION C
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(b) Subsection (a) of this section
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Problem 14.3 Van der Rohe USA, Inc.
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sold, the terms of the sale, the na
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the judgment of a vulnerable party.
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The first issue is whether the labe
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some point or on some occasion it w
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As a matter of law, based on the fa
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or, more particularly, in cases suc
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“deprived Loral of its free will.
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As to mistake, the amended complain
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In Weger v. Rocha, 32 P.2d 417 (Cal
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I had brought back the topaz, and h
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May 5, 1886, plaintiff went out to
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arren cow is substantially a differ
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prior to the sale was Buyer aware t
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Against Public Policy. In many situ
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HANKS v. POWDER RIDGE RESTAURANT CO
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interest adversely, and identified
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illogical, in these circumstances,
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_____________________ Review Questi
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construed against the employer). Th
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acquired by virtue of effort and ex
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_____________________ Review Questi
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Mere inadequacy of consideration wi
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District of Columbia Court of Appea
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In determining reasonableness or fa
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Problems Problem 16.1 The Californi
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position to all of his patients (or
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An Introduction to TERMS AND INTERP
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contract itself. Thus written docum
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consideration of the simultaneous a
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the contract on the basis of which
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The subject-matter of the written c
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understandings or agreements.” 3
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little time to compose it . . . . A
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expressed in the writing. KN Energy
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Article 8 UNITED NATIONS CONVENTION
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contracts or that parol evidence re
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percent (50%) protein, as tested on
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get the deal they intended, and the
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Cases and Materials W.W.W. ASSOCIAT
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do so because of some identified am
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The truth is that whatever virtue a
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Absent strong public policy conside
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FRIGALIMENT IMPORTING CO. v. B.N.S.
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persuasive if sustained by the reco
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and there is force in defendant’s
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RANDOM HOUSE, INC. v. ROSETTA BOOKS
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language of the grant was broad, en
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F.3d at 1095, would conclude that t
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When Hurricane Rubin strikes the lo
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the business. The contract was sile
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party argues ambiguity), the loan f
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accordance with the terms of this c
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of the advance payments, or the num
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imbibe alcoholic beverages and stil
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significant satisfied requirement o
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TOWN OF FAIRFIELD v. D’ADDARIO Su
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damages. The notice of Kant’s act
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who had turned down lucrative offer
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were to suggest some express provis
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notice of ninety days. The plaintif
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Review Question 2. What was Judge C
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exercising discretion under the con
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NANAKULI PAVING AND ROCK CO. v. SHE
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§ 490:1-102(2)(b). The drafters of
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trade existed in Hawaii in 1969 and
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1978) (unpublished opinion) (holdin
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Plaintiff does not contest its stat
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product. The concept of “merchant
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discovery by defendant of the defec
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Unfortunately, Plumber’s work doe
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An Introduction to PERFORMANCE AND
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doctrine, so that close-enough perf
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the number of joists used in all th
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JACOB & YOUNGS, INC. v. KENT Court
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transgressor must accept the penalt
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was for requiring this kind of pipe
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The evidence is undisputed that the
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eing a new roof. We are not prepare
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This case is simple if the perfect
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yacht remained located at SIYS’ f
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happens by mere operation of law; s
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Problems Problem 21.1 Actor is a ve
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processor for the same price as the
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venue. Under Paradine v. Jane, this
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At trial, the court allowed IH’s
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In order for a supervening event to
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The court interpreted this passage
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economic circumstances sufficiently
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A cancellation order given by her o
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e entitled to judgment. They certai
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performance is excused when unfores
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caused to communications and transp
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Following the closing of the above-
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performance. 407 East 61st Garage,
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Canal, across the Mediterranean thr
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An Introduction to REMEDIES We now
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multiplication and (very rarely) di
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It was also erroneous and misleadin
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and we turn to the question of whet
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testified that the total gas, oil,
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BRANDEIS MACHINERY & SUPPLY CO., LL
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PEEVYHOUSE v. GARLAND COAL & MINING
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explanation as to why a measure of
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work; however, where the contract p
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clear and unambiguous and the parti
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pool contractor to finish the pool
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Nevertheless, the English courts he
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perform the work. As Lee failed to
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UNITED STATES ex rel. COASTAL STEEL
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emanded for those findings. When th
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the substance is that the plaintiff
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the agreement would continue on a m
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Review Question 7. Note the paralle
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product that would be fully functio
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car to the Country Music Museum for
Page 528 and 529:
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Restatement (Second) of Contracts s
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Harrahs brings the instant action a
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contest payment for same if constru
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This is in accord with the earlier
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Defendant’s sole defense to this
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particular. Certainly, none of the
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sustained where, from the nature of
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ut will be happy to try to help in
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the full $7,500 price of admission
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Problem 25.2 Mina is a second-year
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other types of specific performance
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imposed as the remedy for breach of
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certainty, then S&M should be compe
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There is simply no requirement in t
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“other proper circumstances” th
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fence plaintiff erected to discoura
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y no means certain, at the time of
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cannot use that method of self-help
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contract price of $533,000) that La
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teacher resigned at the beginning,
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eaching its lease with Perez by the
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An Introduction to CONTRACT NONPART
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fraud, mistake, and illegality. If
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may be the diversity of opinion els
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given him by the will for a particu
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since Lawrence v. Fox in a desire t
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workers’ compensation benefits),
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to divide a lawyer’s loyalty betw
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Review Question 9. Lawyers do many
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Problems Problem 27.1 Hank and Hild
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interested in jumping into such a b
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limitations barred the claims. She
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assigned their claim to recover the
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application to this contract as it
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A breach of contract has been defin
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moved to Arizona and had no further
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It is evident from the express lang
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contracted to assume, and the assig
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March 1 for the conveyance of Purpl
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American Contract Law for a Global Age, 2017a

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