American Contract Law for a Global Age, 2017a

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______________________________________________________________________________ 238 CHAPTER V: CONTRACT DEFENSES
Unit 13 __________________________________________________________________ CONTRACT DEFENSES Part One __________________________________________________________________ Capacity to Contract FOCUS OF THIS UNIT You may recall from the introduction to the course that one of the requirements of a valid contract is “competent parties.” A competent party, in legal parlance, is one who has capacity to contract. The contracts of competent parties are valid, those of incompetent parties are voidable—that is, they can be undone at the request of the incompetent party (or, in some cases, that party’s representative). The capacity requirement is the subject of this unit. Voluntary and Involuntary Obligation. In general, tort law and criminal law involuntarily impose legal duties on the persons subject to those laws. As an individual member of society you do not, for instance, have the right to commit a battery or rob a bank. Contract law, in contrast, usually involves taking on legal duties that would not exist but for the voluntary entry into a contractual relationship. A person has more legal obligations after entering into a contract than she has before doing so. Is the ability to take on new duties, incur potential liability, and to limit one’s future legally really a valuable power? Perhaps counterintuitively (as least when we frame the question that way), the answer is an emphatic yes. The ability of parties to legally bind themselves has far-reaching economic and social consequences. If you cannot legally bind yourself to repay a loan, for example, no one is going to give you one, which means your future options (getting a car or a home or starting a business) are limited. Similarly, the inability to enter into enforceable agreements also has economic and social consequences—largely negative ones, as history demonstrates. The Consequential Power to Contract. In many societies in history, the power to contract has often been limited to a narrow class of people who use it to help consolidate their political power. In early Rome, for example, only the head of a family, known as the paterfamilias, had the power to make binding contracts. This arrangement allowed the heads of the families to maintain their power and authority, ______________________________________________________________________________ UNIT 13: CAPACITY TO CONTRACT 239
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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
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HOBBS v. MASSASOIT WHIP CO. Supreme
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stranger may impose a duty upon ano
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contract in this case come into exi
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An Introduction to CONSIDERATION Th
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and you are free to change your min
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Ridge Runner that she lacked the pr
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We conclude that the territory enco
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He further answered, that it was gi
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This action was brought upon an all
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consideration does in fact benefit
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Review Question 5. The promisors in
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The distinction between such a cond
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Vincent refuses. Fritz eventually s
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enefit was money received, the subs
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they stopped work in a body, and de
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supervise this building. Under the
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The day before trial the plaintiffs
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General rules of law established fo
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For the foregoing reasons we are al
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WEBB v. McGOWIN Court of Appeals of
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100 P. 631 (Kan. 1909); Edson v. Po
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McGowin’s adult child, would that
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efuses, saying, “We had a deal.
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Giles had no right to use it. But t
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BLICESTER: That’s crazy. JUDGE: N
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A. She took the piece of paper and
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According to the undisputed proof,
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We recognize that upon different fa
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was discussed with compensation to
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CONRAD v. FIELDS Court of Appeals o
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her job at Qwest and enroll in law
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Seth Wyman’s estranged son Levi i
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An Introduction to ALTERNATIVE REGI
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consistency. Some provisions have p
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TOUSLEY-BIXLER CONSTRUCTION CO. v.
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of goods within this Article whethe
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differently from other contracts? F
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nine units was delivered and paid f
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think they have struck a deal.” Q
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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
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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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Page 218 and 219: FLENDER CORPORATION v. TIPPINS INTE
Page 220 and 221: well that the reservations each par
Page 222 and 223: The alternate approach, recognized
Page 224 and 225: (a) Is Ivy League University a “m
Page 226 and 227: and ratified a treaty called the Un
Page 228 and 229: (2) The fact that the parties have
Page 230 and 231: e. Manufacturer in Texas contracts
Page 232 and 233: an authorized distributor of Defend
Page 234 and 235: undisputed that each of these alleg
Page 236 and 237: Treaty Text Note. Read Articles 18,
Page 238 and 239: *4 (S.D. Ohio Mar. 26, 2009); see a
Page 240 and 241: perform a substantial part of his o
Page 242 and 243: shall be settled by binding arbitra
Page 244 and 245: An Introduction to CONTRACT DEFENSE
Page 248 and 249: which extended even to being able t
Page 250 and 251: Dickerson, 72 Ala. 318 (1882). In t
Page 252 and 253: loss from the transaction, includin
Page 254 and 255: this definition. Whether other area
Page 256 and 257: ORTELERE v. TEACHERS’ RETIREMENT
Page 258 and 259: medicine, this physician “judged
Page 260 and 261: The avoidance of duties under an ag
Page 262 and 263: 7. What is my total service credit?
Page 264 and 265: Review Question 5. In McGovern v. C
Page 266 and 267: will pay the full listed price of $
Page 268 and 269: endeavoured to be upheld by Perjury
Page 270 and 271: Y Contracts that cannot be performe
Page 272 and 273: you think the consideration doctrin
Page 274 and 275: NICKELS, J., dissenting. I disagree
Page 276 and 277: contracts. What is the real purpose
Page 278 and 279: At the ensuing trial, defendant den
Page 280 and 281: There may be cases in which it woul
Page 282 and 283: professional. Things were really ge
Page 284 and 285: GUENTHER v. AMER-TEX CONSTRUCTION C
Page 286 and 287: (b) Subsection (a) of this section
Page 288 and 289: Problem 14.3 Van der Rohe USA, Inc.
Page 290 and 291: sold, the terms of the sale, the na
Page 292 and 293: the judgment of a vulnerable party.
Page 294 and 295: 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
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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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