American Contract Law for a Global Age, 2017a

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car title you’re holding there. It’s not my problem if you don’t look at what you sign.” Jay grins happily. “I think maybe you paid a little too much for it,” he says, “But as you said, you can afford it. I’m sure Vera is worth it. Have a really nice day, Zeke.” Zeke subsequently sues Jay, demanding the 1962 Corvette or a refund of his money. Is there a contract between the parties? If so, is it for the 1962 Corvette or the 1994 Corvette? Be prepared to make arguments on behalf of both Zeke and Jay when considering this problem. Problem 3.3 Walker is the owner of Rose, a registered purebred polled Angus descended from a long line of highly regarded stock. He buys her for breeding purposes, for which purpose she is worth about $10,000. After a few years and various veterinary examinations, Walker determines that Rose is infertile. Accordingly, he sells Rose, whom he believes is barren, to Sherwood for $500—essentially her value as meat. They sign a contract that Walker will deliver Rose this coming Thursday. On the morning set for delivery, Walker discovers that Rose is, in fact, with calf. He refuses to deliver her, claiming that neither party intended this to be a transaction for a breeding cow. Sherwood demands Rose. When Walker continues to refuse, Sherwood sues. Did the parties have a contract or not? What would you expect the two sides to argue regarding that issue? _____________________ ______________________________________________________________________________ 54 CHAPTER II: CONTRACT FORMATION
Unit 4 __________________________________________________________________ CONTRACT FORMATION Part Two __________________________________________________________________ Offers to Contract FOCUS OF THIS UNIT Formation in Steps or All at Once? How are contracts formed? Historically, most of them tended to be made in one of three ways: a face-to-face agreement followed by a handshake, a meeting at which a contract document that had been prepared in advance was signed by the parties, or an exchange of correspondence through physical mail—“snail mail” as many of you might know it—or (later) telegrams. In the handshake and contemporaneous-signature situations, the questions of who first proposed the exchange and who said what during the discussion are largely irrelevant. The important facts are the substance of the final terms agreed to by the parties. Using modern terminology, we can think of these as “synchronous” transactions, because the creation of the agreement takes place in real time with the contracting parties having a largely simultaneous experience. The Place of Offer and Acceptance. In the third situation, however, where the parties are sending communications back and forth in an “asynchronous” transaction, a potential problem arises. Suppose A sent a letter proposing to sell Blackacre to B for $500,000, and B sent a letter in response. We have to put the two together and see if there is an agreement. In this case we would ask whether A made an offer in his letter, and whether B’s letter in return accepted the offer. To answer that question we would have to define what an “offer” and an “acceptance” are for purposes of contract law. If A’s letter is not an “offer” in the legal sense, then there is no contract no matter what B wrote. If A’s letter is an offer, but B’s response is not an “acceptance” in the legal sense, there is (again) no contract. In this kind of asynchronous transaction we need, legally speaking, an offer and an acceptance. In this analysis, A (the person making the offer) is called the offeror, and B (the recipient of the offer) is the offeree. ______________________________________________________________________________ UNIT 4: OFFERS TO CONTRACT 55
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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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Page 12 and 13: hired Corleone family thugs 4 or an
Page 14 and 15: described herein, and agrees to fre
Page 16 and 17: 6. MARY BETH WHITEHEAD, Surrogate,
Page 18 and 19: Surrogate and WILLIAM STERN, Natura
Page 20 and 21: 10. Consider paragraph 5. Should th
Page 22 and 23: The two court opinions that follow
Page 24 and 25: Venue Venue is a concept of place
Page 26 and 27: Their first child, Ryan, was born o
Page 28 and 29: Subsequent to entering into the sur
Page 30 and 31: The sixth and final argument sugges
Page 32 and 33: It is argued by amicus that the $ 1
Page 34 and 35: no stated public policy on surrogac
Page 36 and 37: IN RE BABY M Supreme Court of New J
Page 38 and 39: adoption; the sole purpose of the c
Page 40 and 41: The surrogacy contract violates the
Page 42 and 43: Problems Donald Donor is a single,
Page 44 and 45: An Introduction to CONTRACT FORMATI
Page 46 and 47: particular obligation? In Europe, i
Page 48 and 49: The evidence is undisputed that pla
Page 50 and 51: After some negotiation a price of $
Page 52 and 53: The answer of A.H. Zehmer admitted
Page 54 and 55: no, that is beer and liquor talking
Page 56 and 57: on the Zehmers as well as on himsel
Page 58 and 59: offer and of the reward and its sub
Page 60 and 61: your professor. You will come acros
Page 64 and 65: In the modern world, the question o
Page 66 and 67: pair of sunglasses. The drumroll th
Page 68 and 69: This letter was apparently sent onw
Page 70 and 71: Because these cases generally invol
Page 72 and 73: teenager’s schoolmates gape in ad
Page 74 and 75: Review Question 3. Note how Judge W
Page 76 and 77: cash in ten days,” it must be dee
Page 78 and 79: “Before a contract can be complet
Page 80 and 81: for the purpose of doing the work a
Page 82 and 83: accidentally being bound to unwante
Page 84 and 85: ___________________________________
Page 86 and 87: Here, we have a counter-offer. The
Page 88 and 89: parties.” Metropolitan Sports Fac
Page 90 and 91: court. See Minn. R. Civ. App. P. 10
Page 92 and 93: Thus, it clearly appears that the d
Page 94 and 95: with distribution. The parties ulti
Page 96 and 97: all essential terms. See, e.g., Sit
Page 98 and 99: Enclosed, we beg to hand you contra
Page 100 and 101: to call for an acceptance particula
Page 102 and 103: than identify himself, Dealer says,
Page 104 and 105: offer.” More often, they nod, sha
Page 106 and 107: The next attack will be my end, I a
Page 108 and 109: from all the facts and circumstance
Page 110 and 111: 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
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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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