American Contract Law for a Global Age, 2017a

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caused to communications and transportation in the City of New York and the actions of government in declaring and enforcing a state of emergency in the city and beyond. Accordingly, the motion of defendants ProTravel and Micato for summary judgment dismissing this action is denied in its entirety. _____________________ Review Question 3. Why was impossibility (or impracticability) a viable defense to failure to perform the contract in Bush v. ProTravel while the defense failed in Karl Wendt Farm Equipment? The amount at stake in the farm equipment case seems to be much more than was at issue in the safari honeymoon case. If the amount of money at stake is not determinative, then what exactly does explain the divergent results in the two cases? Review Question 4. The Bush court characterizes the defendants’ argument as being “that all of the horror, heartbreak and hurdles for communications and commerce visited on Alexandra Bush and all New Yorkers in the aftermath of September 11th” do not matter because “a contract is a contract.” Should events as extreme and unanticipated as those of 9/11 provide an all-purpose contract excuse? Why or why not? Weren’t there lots of outstanding contractual obligations involving New Yorkers as of that date? Consider the next case when answering this question. _____________________ U.S. BANCORP EQUIPMENT FINANCE, INC. v. AMERIQUEST HOLDINGS LLC United States District Court for the District of Minnesota 2004 U.S. Dist. LEXIS 24709, 55 U.C.C. Rep. Serv. 2d (Callaghan) 423 (2004) ANN D. MONTGOMERY, U.S.D.J. In 1999, Brad Gupta formed Ameriquest Holdings LLC. Gupta and his brotherin-law are the sole shareholders of Ameriquest. In July 2000, Ameriquest purchased a Boeing 737 from Bank of America Leasing and Capital. At the time of purchase, the plane was leased to U.S. Airways under a lease scheduled to expire in April 2003. 5 In 5 [For tax, flexibility, and other reasons, airlines frequently choose not to own their planes, but instead to lease them. Since aircraft manufacturers like Boeing prefer to sell, not lease, their planes, third party lessors like Ameriquest, Bank of America Capital and GATX, buy planes and lease them to airlines. The aircraft buyer/lessor profits from the difference between the lease payments it receives from the airline and its loan payments to the lender who financed the purchase. In this case, it appears that Bank of America and GATX wanted to sell their aircraft before the termination of the U.S. Airways and Continental leases, so that someone else would have to worry about re-leasing the used ______________________________________________________________________________ 468 CHAPTER VII: PERFORMANCE AND BREACH
order to finance the plane, Ameriquest borrowed $3,858,000 from Firstar Equipment Finance. The loan terms included quarterly payments during the life of the U.S. Airways lease, followed by a lump-sum “balloon” payment equal to the outstanding balance when the lease expired in April 2003. Ameriquest and Firstar entered into a Secured Loan Agreement which gave Firstar a security interest in the Ameriquest Airplane. The Secured Loan Agreement gave Firstar the right to repossess and sell the airplane in the event of default by Ameriquest. Moreover, the Secured Loan Agreement required Ameriquest to obtain written consent from Firstar before releasing the Ameriquest Airplane. Gupta acknowledged that during negotiations for the Ameriquest Airplane loan, he and Firstar had conversations regarding how Ameriquest would remarket the plane following the expiration of the U.S. Airways lease. However, there was no explicit agreement that Firstar would allow Ameriquest to re-lease the airplane to a foreign operator. Also in 2000, Gupta formed Ananya Aviation LLC, of which he is the sole owner, in order to buy two MD-82 aircraft (the “Ananya Airplanes”) from GATX Capital Corporation (“GATX”). At the time they were purchased, the Ananya Airplanes were leased to Continental Airlines. The leases were set to expire in September 2002. Again, Firstar provided financing for the Ananya Airplanes. Before the completion of the Ananya Airplanes loan, Gupta exchanged e-mails with Scott McCann, a Firstar loan officer, regarding the prospects for re-leasing the Ananya Airplanes following the expiration of the Continental Airlines lease. In an e-mail to McCann dated November 2, 2000, Gupta indicated that he would attempt to market the Ananya Airplanes to operators around the world. In response, McCann informed Gupta that Firstar only financed equipment used domestically. He did indicate a possibility that Firstar might change its policy by the time the Continental Airlines leases expired. However, Gupta testified he understood at the time the loan closed Firstar’s policy was to finance airplanes used domestically. Four months following the e-mail exchange, Firstar made two loans to Ananya, one for each of the Ananya Airplanes. On March 22, 2001, the loans closed in the amounts of $5,610,380.59 and $5,004,047.26. Similar to the Ameriquest Airplane lease, these loans required quarterly payments and a lump-sum balloon payment following the expiration of the Continental Airlines leases in September 2002. Firstar’s prior approval before a new lease was entered was required by the Secured Loan Agreements entered into for the Ananya Airplanes just as it had been under the Secured Loan Agreement entered into with regard to the Ameriquest Airplane. aircraft. Transactions such as these are popular in many industries, and they are the subject of Article 2A of the UCC, which you will encounter in the upper-level Sales & Leases class. – Eds.] ______________________________________________________________________________ UNIT 22: EXCUSED PERFORMANCE 469
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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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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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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 456 and 457: Problems Problem 21.1 Actor is a ve
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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
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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
Page 478 and 479: Following the closing of the above-
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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
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Page 510 and 511: Nevertheless, the English courts he
Page 512 and 513: perform the work. As Lee failed to
Page 514 and 515: UNITED STATES ex rel. COASTAL STEEL
Page 516 and 517: emanded for those findings. When th
Page 518 and 519: the substance is that the plaintiff
Page 520 and 521: the agreement would continue on a m
Page 522 and 523: Review Question 7. Note the paralle
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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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