American Contract Law for a Global Age, 2017a

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Problems Problem 21.1 Actor is a very socially conscious individual and is particularly passionate about the importance of labor unions. He hires Architect to develop plans for his new 40,000-square-foot hillside home in Malibu. The contract specifically provides that all the materials listed in Annex A to the contract be obtained from unionized firms, and prohibits use of non-union materials in any situation where union-made materials exist. One of the categories listed on Annex A is “structural steel.” The requirement for union-made products is clear from the contract, although the reason for the specification is not mentioned. Contractor obtains the contract to build the house. As it is time for the foundation to be laid, however, the only unionized steel supplier notifies Contractor that, while it could eventually provide the steel, the earliest it could do so is three months after Contractor had scheduled the work on Actor’s home. Contractor therefore purchases structural steel for the foundation from Rogue Steel Corp., a non-union manufacturer famous for its hard-line battles against union organizers, which include three separate cases before the U.S. Supreme Court. The steel beams acquired from Rogue are embedded in the foundation and work continues. When the home is virtually finished, a Hollywood gossip sheet reports that the home of Actor, the famous union activist, actually is built on a foundation of Rogue Steel. Actor is appalled. All his pleasure in the home is destroyed. Evidence shows that the steel cannot be replaced except by effectively demolishing the entire structure and staring over. Actor demands that Contractor demolish everything down to the foundation and start again. Contractor refuses. Evidence shows that the steel used actually exceeds all contract requirements, except that it is not union-made. It further shows that there is no difference in the value of the home due to the steel. Actor refuses to pay for the home. Contractor sues. What will each side argue, and who do you think has the stronger argument? Problem 21.2 Major State University, whose highly profitable athletic programs are known as the Shorthorns, has developed a book about the long and occasionally storied history of its athletic program, entitled Horns of Excellence. It contracts with Acme Publishing Co. to produce the book. The contract specifies that Acme will produce 400,000 copies of the book, which MSU plans to sell to alumni and friends. The books will be delivered in four lots of 100,000 each. The detailed contract specifications provide that the book’s cover, which features a picture of one of its semi-legendary coaches, will be produced in Shorthorn Orange, a kind of muddy brownish color ______________________________________________________________________________ 448 CHAPTER VII: PERFORMANCE AND BREACH
that is the official trademarked color of the Shorthorns and is used for all uniforms, goods, and merchandise. When the first 100,000 copies are delivered to MSU, the school is shocked to discover that the covers have been printed in Volunteer Orange, a much brighter color that is the trademarked color of a rival university. MSU rejects the first 100,000 volumes. Acme says that it can change the color for the next shipments. MSU, furious, cancels the contract anyway and refuses to pay anything for the books. Acme sues. Evidence shows that not more than five out 100 Shorthorn fans can actually tell the difference between the two colors. Was MSU’s rejection proper? Does it owe anything to Acme if Acme sues for nonpayment? Problem 21.3 Leigh is a lawyer who has just been elected to the partnership of a large international law firm, where she expects to make a great deal of money over the next several years. To celebrate, she goes to Rich Motors, a trendy downtown Jaguar automobile dealer. “After checking out all of the options, she orders the car of her dreams, a brand-new Jaguar F-type V8S, in British racing green, with a black convertible top, 20” blade wheels, leather performance seats, Meridian surroundsound system, camel carpets, heated sport leather steering wheel, heated windshield, wind deflector, and alloy spare wheel. The parties agree on a price of $125,500, with delivery to be made on June 1. Leigh puts down a $12,250 deposit. On June 1, Leigh calls Rich to ask about the car. She is told it has been delayed for a few days. Rich calls a few days later to say that it will be delivered on June 8. Leigh goes down to Rich Motors to take possession. As she looks over the car, she sees an eight-inch scratch in the middle of the shiny green hood. The scratch goes down to the metal and is very noticeable. Rich says it will repair the scratch so that “no one can ever tell it was there.” Leigh, nevertheless, rejects the car, saying that she wanted a new mintcondition car. She demands her deposit back. Rich refuses. Leigh sues for return of her deposit, arguing that Rich breached the contract. What result and why? Problem 21.4 Silicon Micro is a manufacturer of microprocessors used in sophisticated electronics devices. Dull Computer is a manufacturer of personal computers. Dull has bought processors from SM for several years. It places an order for 50,000 SM-505 processors for delivery on August 1. SM sends a written confirmation. When the order reaches SM’s production facility, however, it turns out that SM has only 25,000 of the SM-505s in stock. But it has plenty of the faster, more powerful (and more expensive) SM-605 processors in stock. So SM ships the 505s it has in stock along with 25,000 of the 605s, assuming that Dull will be willing to accept the faster, more powerful ______________________________________________________________________________ UNIT 21: STANDARDS OF CONTRACT PERFORMANCE 449
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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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*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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Page 412 and 413: Review Question 2. What was Judge C
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Page 416 and 417: NANAKULI PAVING AND ROCK CO. v. SHE
Page 418 and 419: § 490:1-102(2)(b). The drafters of
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Page 424 and 425: Plaintiff does not contest its stat
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Page 428 and 429: discovery by defendant of the defec
Page 430 and 431: Unfortunately, Plumber’s work doe
Page 432 and 433: An Introduction to PERFORMANCE AND
Page 434 and 435: ___________________________________
Page 436 and 437: doctrine, so that close-enough perf
Page 438 and 439: the number of joists used in all th
Page 440 and 441: JACOB & YOUNGS, INC. v. KENT Court
Page 442 and 443: transgressor must accept the penalt
Page 444 and 445: was for requiring this kind of pipe
Page 446 and 447: The evidence is undisputed that the
Page 448 and 449: eing a new roof. We are not prepare
Page 450 and 451: This case is simple if the perfect
Page 452 and 453: yacht remained located at SIYS’ f
Page 454 and 455: happens by mere operation of law; s
Page 458 and 459: processor for the same price as the
Page 460 and 461: venue. Under Paradine v. Jane, this
Page 462 and 463: At trial, the court allowed IH’s
Page 464 and 465: In order for a supervening event to
Page 466 and 467: The court interpreted this passage
Page 468 and 469: economic circumstances sufficiently
Page 470 and 471: A cancellation order given by her o
Page 472 and 473: e entitled to judgment. They certai
Page 474 and 475: performance is excused when unfores
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Page 478 and 479: Following the closing of the above-
Page 480 and 481: performance. 407 East 61st Garage,
Page 482 and 483: Canal, across the Mediterranean thr
Page 484 and 485: An Introduction to REMEDIES We now
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Page 488 and 489: multiplication and (very rarely) di
Page 490 and 491: It was also erroneous and misleadin
Page 492 and 493: and we turn to the question of whet
Page 494 and 495: testified that the total gas, oil,
Page 496 and 497: BRANDEIS MACHINERY & SUPPLY CO., LL
Page 498 and 499: PEEVYHOUSE v. GARLAND COAL & MINING
Page 500 and 501: explanation as to why a measure of
Page 502 and 503: work; however, where the contract p
Page 504 and 505: 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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