American Contract Law for a Global Age, 2017a

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BRANDEIS MACHINERY & SUPPLY CO., LLC v. CAPITOL CRANE RENTAL, INC. Court of Appeals of Indiana, Fifth District 765 N.E.2d 173 (Ind. Ct. App. 2002) VAIDIK, J. [Capitol had been renting a crane from Brandeis. The parties signed a contract under which Capitol would purchase the crane, which was already on its property, for $291,773.46. The contract provided that Capitol would pay the full price within ten days, or would face a “service charge” of two percent per month. Capitol then changed its mind. Before paying the purchase price, Capitol returned the crane, in somewhat damaged condition, to Brandeis. Brandeis sued, demanding the full purchase price plus an accumulated $159,302.38 in service charges and the costs of inspection and repair, $9,794.86, for a total of $460,870.70. The trial court found that Capitol was in breach, but awarded a considerably smaller sum. Brandeis appealed.] In particular, Brandeis maintains that the trial court erred by failing to award the contract price and by failing to include service charges for late payment according to the terms of its contract with Capitol Crane Rental, Inc. Capitol maintained that no damages should have been awarded. In the alternative, Capitol submitted that damages should be calculated by subtracting the fair market value of the Crane from the Contract price of $291,773.46. Regarding the fair market value of the Crane, Henry testified that based on rates of depreciation the Crane’s fair market value in June/July 1999 was between $270,000 and $275,000. Due to the difference, Capitol suggested using the median value of $272,500. The difference between the median fair market value of $272,500 and the Contract price of $291,773.46 is a damage award of $19,273.46. The trial court entered judgment in favor of Brandeis on June 21, 2001. The trial court ordered that “Brandeis Machinery & Supply Co., LLC, recover of and from the defendant, Capitol Crane Rentals, Inc., the sum of $29,067.00 with interest thereon from the date of judgment, as provided by law, plus costs of this action.” This appeal ensued. Brandeis asserts that the trial court erred in calculating the damage award. Brandeis contends that the trial court erred by failing to award the full Contract price when calculating the damages. Indiana Code § 26-1-2-709(3) provides that after a buyer has wrongfully rejected goods, a seller is not entitled to price but shall be awarded damages for nonacceptance under § 26-1-2-708. Damages for nonacceptance are defined as: the difference between the market price at the time and place for tender and the unpaid contract price together with any incidental damages . . . but less expenses saved in consequence of the buyer’s breach. ______________________________________________________________________________ 488 CHAPTER VIII: REMEDIES
Thus, damages for a wrongful rejection are limited to the difference between the market value of the goods and the unpaid contract price together with any incidental damages. Turning to our case, we are reminded that we may not re-weigh the evidence and must sustain the trial court on any legal theory. Given our standard of review, the trial court could have concluded that Capitol made a wrongful, but effective rejection of the Crane. Capitol’s rejection was wrongful because it was not based on any non-conformity. In this case, the trial court could have justifiably concluded that Capitol returned the Crane within a reasonable time and provided seasonable notification of its rejection of the Crane. As to the timing of the return, Capitol’s owner, Dotlich, testified that shortly after the contract was signed in June of 1999, he returned the Crane to Brandeis’ lot and told an employee of Brandeis that he no longer wanted to buy it. Furthermore, Brandeis had a pattern of canceling contracts in the past after customers had signed them, but before money had changed hands. The appropriate calculation of damages is the difference between the contract price and the market price at the time of delivery plus incidental damages. Ind. Code § 26-1-2-709(3); Ind. Code § 26-1-2-708. Therefore, we find that the trial court did not err when it declined to include the Contract price in the damage award. By calculating the difference between the contract price and the market price, Brandeis would receive $19,273.46. The trial court awarded Brandeis the sum of $29,067. By examining the post-trial briefs filed by the parties which outlined their individual damage calculations, we can infer that the trial court’s damage award includes the difference between the Contract price and the fair market value of the Crane which is $19,273.46 and the cost of the inspection of the repairs which cost $9,794.86. Judgment affirmed. _____________________ Review Question 7. Wouldn’t the simpler thing in Brandeis Machinery be to just give the seller the contract price plus the late payment fees provided for in the contract? Why then does the court spend considerable time trying to calculate some other remedy? What would the problem be with giving the plaintiff here the damages for which it contended? Review Question 8. The goal of contract damages, it is frequently said, is to “make whole” the breaching party. What position would the seller be in if Capitol had performed? What position is it in after Capitol repudiates? What is the difference between those two states? Has the seller been made whole? _____________________ ______________________________________________________________________________ UNIT 23: THE EXPECTATION INTEREST 489
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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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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
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
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
Page 476 and 477: caused to communications and transp
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 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
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Page 506 and 507: pool contractor to finish the pool
Page 508 and 509: ___________________________________
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
Page 524 and 525: product that would be fully functio
Page 526 and 527: car to the Country Music Museum for
Page 528 and 529: ___________________________________
Page 530 and 531: Restatement (Second) of Contracts s
Page 532 and 533: Harrahs brings the instant action a
Page 534 and 535: contest payment for same if constru
Page 536 and 537: This is in accord with the earlier
Page 538 and 539: Defendant’s sole defense to this
Page 540 and 541: particular. Certainly, none of the
Page 542 and 543: sustained where, from the nature of
Page 544 and 545: 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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