American Contract Law for a Global Age, 2017a

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Problem 14.3 Van der Rohe USA, Inc. (VRUSA) is the American division of a Dutch corporation, Van der Rohe N.V. 7 VRUSA operates specialty female clothing stores under its “Le Corbusier” brand in shopping malls in the Northeastern United States. Its corporate offices are in White Plains, New York. VRUSA has a corporate email system. Per company policy, the system automatically attaches the name and contact information of the sender at the foot of every email that is sent. Employees cannot disable the system. The system automatically attaches a confidentiality and privacy notice at the bottom that employees also cannot remove. Les Ismore is a real estate professional in the VRUSA home office, responsible for negotiating shopping mall leases for VRUSA. Les is in negotiations with Onondaga Mills LLC, the operator of a major upscale shopping mall near Syracuse, New York, for a 10-year-lease. Les and his counterpart at Onondaga, Alice Sells, have been exchanging communications and draft agreements for about a month. On June 1, Alice sends Les a revised “Lease Agreement” that incorporates the results of their various discussions. The lease is 19 pages long and very detailed. It has blocks for the signatures of Alice and Les as authorized representatives of their respective companies. Alice sends an unsigned copy to Les as an email attachment. Her email reads: From: Sells, Alice Sent: Thursday, June 1, 20XX 9:32 AM To: Ismore, Les Cc: Vark, Jonah Subject: OM Lease 24-451 Le Corbusier Hi, Les. Attached is the final agreement we reached. It incorporates all the stuff we talked about. I am glad we could work out all the details and delighted Corbusier is going to be part of our outstanding lineup of stores at OM. It’s been a pleasure working with you. I am copying Jonah, the OM operations manager so he can start the process of getting you in. Thanks again. Alice Sent from my eFone by my personal assistant, Mari An hour later Les sends the following response, reprinted in its entirety: From: Ismore, Les Sent: Thursday, June 1, 20XX 10:44 AM To: Sells, Alice Cc: Subject: Re: OM Lease 24-451 Le Corbusier Looks good. Glad we have a contract, great to be in Syracuse. Will be back in touch ASAP. 7 [Abbreviation for Naamloze vennootschap—roughly “anonymous partnership”—the Netherlands equivalent of an American publicly held corporation. – Eds.] ______________________________________________________________________________ 280 CHAPTER V: CONTRACT DEFENSES
Lester W. Ismore, Jr. Van der Rohe USA, Inc. 192 Bloomingdale Road Suite 1200 White Plains, NY 10605 O: 914-555-3091 F: 914-555-3008 les.ismore@vrusa.com THIS ELECTRONIC MAIL TRANSMISSION IS CONFIDENTIAL AND IS INTENDED ONLY FOR THE PARTY TO WHOM IT IS ADDRESSED. IF YOU HAVE RECEIVED THIS TRANSMISSION IN ERROR, PLEASE IMMEDIATELY RETURN IT TO THE SENDER AND REMOVE IT FROM YOUR FILES. USE OF THE INFORMATION HEREIN BY ANY UNAUTHORIZED PERSON MAY BE A VIOLATION OF STATE OR FEDERAL LAW. VRUSA never actually signs the contract. Three weeks later, not having responded to Alice despite several attempts by her to contact Les, the company decides it does not want to enter the Syracuse market at Onondaga Mills, and refuses to go forward. Les notifies Alice that the deal is off. Onondaga Mills, meanwhile, had turned down an offer by another clothing store, Aéropostale, Inc., for the same space, which is now going to be vacant. It has also had its employees begin getting the space cleared away for the renovations Le Corbusier will need for its store, although no work has been started to date. Onondaga Mills sues VRUSA, claiming VRUSA is in breach of the contract. Are the New York statutes of frauds quoted below a bar to Onodaga Mills enforcing the agreement? ______________________ NEW YORK GENERAL OBLIGATIONS LAW § 5-701. Agreements required to be in writing a. Every agreement, promise or undertaking is void, unless it or some note or memorandum thereof be in writing, and subscribed by the party to be charged therewith, or by his lawful agent, if such agreement, promise or undertaking: 1. By its terms is not to be performed within one year from the making thereof or the performance of which is not to be completed before the end of a lifetime; 2. Is a special promise to answer for the debt, default or miscarriage of another person; 3. Is made in consideration of marriage, except mutual promises to marry; 4. [Repealed] 5. Is a subsequent or new promise to pay a debt discharged in bankruptcy; 6. . . . [I]f the goods be sold at public auction, and the auctioneer at the time of the sale, enters in a sale book, a memorandum specifying the nature and price of the property ______________________________________________________________________________ UNIT 14: THE STATUTE OF FRAUDS 281
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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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more sense for contract formation t
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COMMERCIAL CODE § 2-206:12 (3D ED.
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face of which appears the notation,
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Problem 10.3 On June 1, the sales d
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except for personal use. If, howeve
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[T]he plain reading of the statute
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not lubricated in any way. Without
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we also note that Best Bolt’s vic
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(c) are fit for the ordinary purpos
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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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Page 244 and 245: An Introduction to CONTRACT DEFENSE
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Page 248 and 249: which extended even to being able t
Page 250 and 251: Dickerson, 72 Ala. 318 (1882). In t
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Page 258 and 259: medicine, this physician “judged
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Page 262 and 263: 7. What is my total service credit?
Page 264 and 265: Review Question 5. In McGovern v. C
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Page 270 and 271: Y Contracts that cannot be performe
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Page 276 and 277: contracts. What is the real purpose
Page 278 and 279: At the ensuing trial, defendant den
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Page 284 and 285: GUENTHER v. AMER-TEX CONSTRUCTION C
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Page 294 and 295: The first issue is whether the labe
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Page 298 and 299: As a matter of law, based on the fa
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Page 304 and 305: As to mistake, the amended complain
Page 306 and 307: In Weger v. Rocha, 32 P.2d 417 (Cal
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Page 316 and 317: Against Public Policy. In many situ
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Page 336 and 337: 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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