American Contract Law for a Global Age, 2017a

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Here, we have a counter-offer. The counter-offer also terminates the first offer. If Thelma doesn’t accept the $2,000, there is no contract. Of course, if Thelma says, “You’ve got a deal!” there is a contract because Thelma accepted Louise’s counteroffer. These are simple examples; as you will see from the cases below, things can get more complicated. “Master of the Offer.” Note that it is the offeror who gets to control the content of the offer, to specify exactly what is wanted. We thus frequently say that the offeror is “master of the offer.” What does that mean? It means that the offeror gets to specify exactly when and how the offeree must go about accepting the offer. (The issue of what constitutes acceptance is the subject of the next unit.) Thus, if an offer specifies a time that it will remain open or a time it will end, it terminates at precisely that time—assuming it hasn’t terminated earlier for some reason. As you can see from the following, there are several other ways that an offer can be cut off. In connection with this unit, you may find it helpful to read—or at least skim over—sections 30, 32, 36, 38-43, and 48 of the Restatement (Second) of Contracts. ______________________ Cases and Materials IN RE ESTATE OF SEVERTSON Court of Appeals of Minnesota 1998 Minn. App. LEXIS 243 (March 3, 1998) WILLIS, J. Respondents Kathy and Mark Thorson and the decedent, Helen Severtson, were neighbors for approximately 14 years, during which time they became good friends. After Severtson’s husband died in 1993, the Thorsons spent substantial time with Severtson. Kathy Thorson visited with her almost daily when she took Severtson her mail. Mark Thorson did odd jobs for Severtson when needed. The Thorsons had told both Severtson and her husband on several occasions that they would be interested in purchasing the Severtsons’ property if they ever wanted to sell it. On February 16, 1996, Severtson and the Thorsons signed a typed document that provides: I, Helen Severtson, give Mark and Kathy Thorson first option to purchase my farmsite, all buildings, including the quonset home, rock quarry, including any leased quarry rights, and adjoining farm land. * * * * ______________________________________________________________________________ 78 CHAPTER II: CONTRACT FORMATION
Purchase price agreed upon is $100,000, to be paid to Helen Severtson if living or to the Estate of Helen Severtson if she is deceased or incapacitated to deal with sale of above listed property. Any persons occupying the quonset home will vacate and leave property in good repair before or upon closure date on above property. There is a hand-written addendum, initialed by the parties, that provides: In the event that Helen Severtson should die suddenly, persons in the quonset home will be given three months to vacate all premises and to leave them in good repair, otherwise under any other conditions the above will apply. Myron Danielson, another of Severtson’s neighbors, testified that he drafted the typewritten portion of the document but was not actually present when the Thorsons or Severtson signed it. Danielson also testified that he drafted the document for Severtson so “that there would be some legal document that her wishes would be carried out” and so there would not be litigation over the matter. Severtson died on August 4, 1996. The Thorsons recorded the document with the Dodge County Recorder in September 1996 as an option contract. On October 17, 1996, the Thorsons notified Inez Breiter, the personal representative of Helen Severtson’s estate, of their intent to purchase Severtson’s property. When the estate’s representative disallowed their claim, the Thorsons petitioned the district court for relief. After a hearing, the district court rejected the Thorsons’ argument that the document signed by Severtson and the Thorsons is an option to purchase property, concluding that there was no consideration separate and distinct from a promise to pay the purchase price. But the court found that a bilateral contract for the purchase of land was created because (1) Severtson offered to sell her property; (2) the offer to sell survived her death; and (3) the Thorsons accepted the offer by notifying the estate’s representative of their intent to purchase. The Thorsons and the estate’s representative both moved the court for amended findings, and the court issued its amended findings of fact, conclusions of law, order, and judgment on June 30, 1997. The court concluded that “the Thorsons were entitled to possession [of the property] within 90 days of [Severtson’s] death or their acceptance of the offer.” Because both of those dates had already passed, the court ordered that Thorsons were entitled to possession of the property within 90 days after the date of its order. This appeal followed. “The construction and effect of a contract are questions of law for the court.” Turner v. Alpha Phi Sorority House, 276 N.W.2d 63, 66 (Minn. 1979). “The court’s role in interpreting a contract is to ascertain and give effect to the intention of the ______________________________________________________________________________ UNIT 5: PROBLEMS WITH OFFERS 79
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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
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 62 and 63: car title you’re holding there. I
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 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
Page 112 and 113: 2. Written approval by United State
Page 114 and 115: contrary in the offer, the acceptan
Page 116 and 117: HOBBS v. MASSASOIT WHIP CO. Supreme
Page 118 and 119: stranger may impose a duty upon ano
Page 120 and 121: contract in this case come into exi
Page 122 and 123: ___________________________________
Page 124 and 125: An Introduction to CONSIDERATION Th
Page 126 and 127: and you are free to change your min
Page 128 and 129: Ridge Runner that she lacked the pr
Page 130 and 131: We conclude that the territory enco
Page 132 and 133: He further answered, that it was gi
Page 134 and 135: 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
Page 528 and 529:
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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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