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letter of intent cartoons image illustration picture

letter of intent

Description:
Arnold Palmer Golf Co. v. Fuqua Industries, Inc.; memorandum agreements may create binding contracts; entire document and the relevant circumstances surrounding the adoption of the agreement must be considered; letter of intent.

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The statute of frauds cartoons image illustration picture

The statute of frauds
(Read case)

Description:
Cloud Corp. v. Hasbro, Inc.; the statute of frauds does not require that a contract itself be in writing, only that there is adequate documentary evidence of its existence and its essential terms.

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covenant not to compete cartoons image illustration picture

covenant not to compete

Description:
Lake Land Employment Group of Akron v. Columber; no new consideration; noncompete agreement; continued employment of an at-will employee is sufficient consideration to support an agreement not to compete; employment at will

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Arbitration Agreement cartoons image illustration picture

Arbitration Agreement

Description:
Washington Mutual Finance Group v. Bailey; illiteracy does not make an arbitration agreement unconscionable

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extrinsic evidence cartoons image illustration picture

extrinsic evidence

Description:
Interform Co. v. Mitchell; outside evidence; extrinsic evidence will be admitted to show the true intent of the parties to a contract; complete and exclusive statement of the agreement; bill of lading

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Nelson v. Elway cartoons image illustration picture

Nelson v. Elway

Description:
merger clauses bar extrinsic evidence integration clauses preclude the introduction of extrinsic evidence to prove the existence of prior agreements. integration clause

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W.W.W. Associates, Inc. v. Giancontieri cartoons image illustration picture

W.W.W. Associates, Inc. v. Giancontieri

Description:
contracts enforced according to clear terms, without use of outside evidence; when the terms of a contract are set out in a clear, complete document, the writing should be enforced according to its terms, lis pendens

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Jungmann & Co., Inc. v. Atterbury Brothers, Inc. cartoons image illustration picture

Jungmann & Co., Inc. v. Atterbury Brothers, Inc.

Description:
all contractual conditions must be performed before bringing an action for breach a party may not recover on a contract unless that party can show that it has performed all of the conditions required of it. condition precedent condition subsequent

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Rouse v. United States cartoons image illustration picture

Rouse v. United States

Description:
assumption of another s obligation is also assumption of that person s rights a party who assumes the obligation of another is entitled to raise the same defenses as would have been available to the person whose obligation is assumed.

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Slattery v. Wells Fargo Armored Service Corp. cartoons image illustration picture

Slattery v. Wells Fargo Armored Service Corp.

Description:
Pre-existing duty rule; The performance of an existing duty does not amount to the consideration necessary to form a contract.

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McMahon Food Corp. v. Burger Dairy Co. cartoons image illustration picture

McMahon Food Corp. v. Burger Dairy Co.

Description:
An accord and satisfaction requires good faith and is a contractual method of discharging a debt; the accord is the agreement; satisfaction is the execution of the agreement.

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In re the Marriage of Witten cartoons image illustration picture

In re the Marriage of Witten

Description:
Divorcing couples must agree on the use of frozen embryos; agreements entered into at the time of in vitro fertilization are enforceable

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T.F. v. B.L. cartoons image illustration picture

T.F. v. B.L.

Description:
Same-sex parents duty to provide child support; no parenthood by contract; agreements attempting to create parental relationships are unenforceable as against public policy.

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Coppola Enterprises, Inc. v. Alfone cartoons image illustration picture

Coppola Enterprises, Inc. v. Alfone

Description:
Breach of real estate contract for sale of land or building; breachor cannot gain from breach; breachor becomes trustee for original vendee.

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Egerer v. CSR West, LLC cartoons image illustration picture

Egerer v. CSR West, LLC

Description:
hypothetical cover-- buyer recovers from the seller the difference between the contract price and what he would have had to pay for substitute goods if he had bought them at market price at the time of breach; UCC 2-713

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Valentine v. General American Credit, Inc. cartoons image illustration picture

Valentine v. General American Credit, Inc.

Description:
Mental distress damages not recoverable by person discharged in breach of an employment agreement; mental anguish damage

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Kutzin v. Pirnie cartoons image illustration picture

Kutzin v. Pirnie

Description:
The law abhors forfeitures; Restatement Second of Contracts 374(1); holding all or part of a deposit as a penalty rather than as compensation for injury; buyer is entitled to restitution

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Mayol v. Weiner Companies, Ltd. cartoons image illustration picture

Mayol v. Weiner Companies, Ltd.

Description:
Objective meaning of contract terms controls; if misunderstanding regarding contractual terms, meaning applied is that of person less at fault for the misunderstanding.

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Foxco Industries, Ltd. v. Fabric World, Inc. cartoons image illustration picture

Foxco Industries, Ltd. v. Fabric World, Inc.

Description:
Trade group standards are admissible to clarify contracts; the uniform commercial code UCC makes admissible evidence of course of dealing, usage of trade and course of performance to explain or supplement the terms of any writing

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Wagenseller v. Scottsdale Memorial Hospital cartoons image illustration picture

Wagenseller v. Scottsdale Memorial Hospital

Description:
Wrongful termination; at-will employment doctrine states an employee may be terminated for cause, or even without cause, but not for bad cause

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Chateau Des Charmes Wines Ltd. v. Sabate USA Inc. cartoons image illustration picture

Chateau Des Charmes Wines Ltd. v. Sabate USA Inc.

Description:
Statements on international shipping invoices do not alter the original agreement; the United Nations Convention on Contracts for the International Sale of Goods UNCCISG

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Specht v. Netscape Communications Corp. cartoons image illustration picture

Specht v. Netscape Communications Corp.

Description:
Online agreements must be obvious to user; a consumer's clicking on a download button does not communicate assent to contractual terms if offer did not make clear to the consumer that clicking on download button would signify assent

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Register.com, Inc. v. Verio, Inc. cartoons image illustration picture

Register.com, Inc. v. Verio, Inc.

Description:
internet contracts do not all require clicking on I Agree; silence or inaction may operate as acceptance of contract terms when an offeree takes the benefit of offered services with a reasonable opportunity to reject

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Donovan v. RRL Corp. cartoons image illustration picture

Donovan v. RRL Corp.

Description:
Mistakenly advertised prices may not be binding on seller; a mistake of fact is a mistake, not caused by neglect of a legal duty on part of the person making the mistake, consisting of an unconscious ignorance or forgetfulness of material fact

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Alamance County Board of Education v. Bobby Murray Chevrolet, Inc. cartoons image illustration picture

Alamance County Board of Education v. Bobby Murray Chevrolet, Inc.

Description:
Doctrine of commercial impracticability is a high standard; performance is not excused unless seller has employed all due measures to assure himself that his source of supply will not fail.

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Scarpitti v. Weborg cartoons image illustration picture

Scarpitti v. Weborg

Description:
Restrictive covenants benefit homeowners as third party beneficiaries

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Clapp v. Orix Credit Alliance, Inc. cartoons image illustration picture

Clapp v. Orix Credit Alliance, Inc.

Description:
Contractual rights may be assigned, but not contract obligations; exception (1) materially change duties of other party, (2) materially increase burden or risk imposed or (3) materially impair that party's chances of obtaining return performance.

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Koch v. Construction Technology, Inc. cartoons image illustration picture

Koch v. Construction Technology, Inc.

Description:
Conditions precedent are not favored in contract law so require clear language; pay when paid clauses

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Oral Promise as Contract Basis cartoons image illustration picture

Oral Promise as Contract Basis

Description:
Hawkins v. McGee; words that constitute a promise may be the basis of a contract.

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Bayliner Marine Corp. v. Crow cartoons image illustration picture

Bayliner Marine Corp. v. Crow

Description:
Statements that do not relate to the particular item purchased, or that merely commend the quality of goods, do not create express warranties.

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Punitive Damages in Contract cartoons image illustration picture

Punitive Damages in Contract

Description:
White v. Benkowski; Punitive damages may not be recovered for breach of contract nominal damages: pecuiniary damages punitive damages.

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Noncompete Agreement cartoons image illustration picture

Noncompete Agreement

Description:
Lake Land Employment Group of Akron, LLC v. Columber; continuation of at-will employment relationship is sufficient consideration for the employee's agreement

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New Contract Terms in Packaging cartoons image illustration picture

New Contract Terms in Packaging

Description:
Hill v. Gateway 2000, Inc.; terms contained inside a package may become part of the contract; shrink wrap agreement; click wrap.

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The Statute of Frauds cartoons image illustration picture

The Statute of Frauds

Description:
C.R. Klewin, Inc. v. Flagship Properties, Inc.; oral contract with indefinite duration is outside of the Statute of Frauds.

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Statute of Frauds for Sale of Real Property cartoons image illustration picture

Statute of Frauds for Sale of Real Property

Description:
Richard v. Richard; oral contract to convey real estate, part performance, possession of the property, making improvements, payment of a substantial part of the purchase price, done in reliance on the agreement.

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Written Confirmation of Oral Contract cartoons image illustration picture

Written Confirmation of Oral Contract

Description:
St. Ansgar Mills, Inc. v. Streit; question of fact of the jury as to reasonableness of time for receipt of written confirmation

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Central Ceilings, Inc. v. National Amusements, Inc cartoons image illustration picture

Central Ceilings, Inc. v. National Amusements, Inc

Description:
Novation; a promise to pay a debt owed by another is not within the Statute of Frauds if the leading object of the promise is to confer some benefit on the promisor.

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Greenfield v. Philles Records, Inc. cartoons image illustration picture

Greenfield v. Philles Records, Inc.

Description:
extrinsic evidence to interpret a contract or add terms may not be considered if the agreement on its face is reasonably susceptible of only one meaning

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Extrinsic Evidence on Parties Intent cartoons image illustration picture

Extrinsic Evidence on Parties Intent

Description:
Trident Center v. Connecticut General Life Ins. Co; parties intent controls over the written word

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Parole Evidence cartoons image illustration picture

Parole Evidence

Description:
Colfax Envelope Corp. v. Local No. 458-3M; rescission allowed based on mutual misunderstanding, not ambiguous term.

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Warranty of Merchantability cartoons image illustration picture

Warranty of Merchantability

Description:
Koken v. Black & Veatch Construction, Inc.; breach of reasonable expectations of an ordinary user or consumer; objective standard.

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Implied Warranty of Fitness for a Particular Purpose cartoons image illustration picture

Implied Warranty of Fitness for a Particular Purpose

Description:
Lewis v. Mobil Oil Corporation; buyer relies on the seller expertise in supplying the proper product.

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Warranty Disclaimers cartoons image illustration picture

Warranty Disclaimers

Description:
South Carolina Electric and Gas Co. v. Combustion Engineering, Inc.; buyers must have notice of warranty disclaimers

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Actual Damages for Contract Breach cartoons image illustration picture

Actual Damages for Contract Breach

Description:
Doe v. Great Expectations; contract that violates statutory requirements results in actual damage award.

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Consumer Class Action Lawsuits cartoons image illustration picture

Consumer Class Action Lawsuits

Description:
Scott v. Cingular Wireless; consumer protection laws; procedural unconscionability, substantive unconscionability, unconscionable

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Surrogacy Contracts cartoons image illustration picture

Surrogacy Contracts

Description:
In the Matter of Baby M; surrogate mother agreements; illegal and invalid if involve the payment of money to a woman who irrevocably agrees to bear child and turn it over to another party

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Equitable Remedy and Specific Performance cartoons image illustration picture

Equitable Remedy and Specific Performance

Description:
Campbell Soup Co. v. Wentz; uniqueness of goods depends on value to purchaser; subjective standard; not an objective standard.

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Specific Performance cartoons image illustration picture

Specific Performance

Description:
Morris v. Sparrow; equity will grant specific performance of a contract for the sale of chattels if there are special and peculiar reasons money damages are inadequate

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Third Party Beneficiary of a Contract cartoons image illustration picture

Third Party Beneficiary of a Contract

Description:
Rathke v. Corrections Corporation of America, Inc.; the required intent to benefit that third-party may be manifested by a promise to render performance directly to the third-party

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Third Party Beneficiaries cartoons image illustration picture

Third Party Beneficiaries

Description:
Verni v. Cleveland Chiropractic College; strong presumption contract executed for sole benefit of the parties; terms must directly and clearly express the intent to benefit the third-party; additur.

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Assignee Rights Same As Assignor cartoons image illustration picture

Assignee Rights Same As Assignor

Description:
Delacy Investments, Inc. v. Thurman & Re/Max Real Estate Guide, Inc.

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Gratuitous Promises Unenforceable cartoons image illustration picture

Gratuitous Promises Unenforceable

Description:
Jara v. Suprema Meats, Inc.; without bargained-for exchange, even written agreement unenforceable ; bilateral contract; lack of consideration

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Unilateral Contract Sufficient Consideration cartoons image illustration picture

Unilateral Contract Sufficient Consideration

Description:
Browning v. Johnson; detriment suffered by the promisee at promisor request, and as the price for the promise, is sufficient consideration.

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Oral Promise to Make a Gift cartoons image illustration picture

Oral Promise to Make a Gift

Description:
Congregation Kadimah Toras-Moshe v. DeLeo; detrimental reliance or consideration makes enforceable; promisee must act in reliance or unenforceable.

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Promissory Estoppel cartoons image illustration picture

Promissory Estoppel

Description:
Blinn v. Beatrice Community Hospital and Health Center, Inc.; promisee reliance on the promise must be reasonable and foreseeable, even if the promisor did not intend to be bound; detrimental reliance; unilateral contract.

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Statute of Frauds cartoons image illustration picture

Statute of Frauds

Description:
Professional Bull Riders, Inc. v. AutoZone, Inc.; contracts must be in writing if technically CANNOT be performed in one year.

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Statute of Frauds if Part Performance cartoons image illustration picture

Statute of Frauds if Part Performance

Description:
Sullivan v. Porter; part performance doctrine gives specific performance if induced by the other party misrepresentations, which may include acquiescence or silence.

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Damages: Expectancy, Reliance, Restitution cartoons image illustration picture

Damages: Expectancy, Reliance, Restitution

Description:
Glendale Federal Bank, FSB v. United States; if a reasonable probability of damages can be clearly established, uncertainty as to the amount will not preclude recovery, and the court duty is to make a fair and reasonable approximation

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Implied-In-Fact Contract cartoons image illustration picture

Implied-In-Fact Contract

Description:
Wrench, LLC v. Taco Bell Corp.; conversion; misappropriation; unfair competition

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Start of Performance as Acceptance of Offer cartoons image illustration picture

Start of Performance as Acceptance of Offer

Description:
Scoular Co. v. Denney; Acceptance of a contract offer is defined as words or conduct that, when objectively viewed, manifests an intent to accept the offer; UCC; Uniform Commercial Code

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Mirror Image Rule cartoons image illustration picture

Mirror Image Rule

Description:
DTE Energy Technologies, Inc. v. Briggs Electric, Inc.; different terms in an acceptance ordinarily do not become a part of the contract; UCC; Uniform Commercial Code.

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Gap Filler in Contracts cartoons image illustration picture

Gap Filler in Contracts

Description:
Griffith v. Clear Lakes Trout Co., Inc.; destruction of contracts based on uncertainty;

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Statute of Frauds Defense cartoons image illustration picture

Statute of Frauds Defense

Description:
168th and Dodge, LP v. Rave Reviews Cinemas, LLC; even implied in fact contrs, implied in law contracts and promissory estoppel claims are subject to the statute of frauds defense

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Reformation and Mutual Mistake cartoons image illustration picture

Reformation and Mutual Mistake

Description:
OneBeacon America Insurance Co. v. Travelers Indemnity Company of Illinois; reformation fixes a mistaken writing, not a mistaken agreement; scrivener\'s error

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Severance of Illegal Provision of Contract cartoons image illustration picture

Severance of Illegal Provision of Contract

Description:
Broadley v. Mashpee Neck Marina, Inc.; courts sever illegal contract terms; reformation does not apply; boilerplatej contracts; contracts of adhesion; unconscionable contracts; public policy

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Assignment of a Legal Malpractice Claim cartoons image illustration picture

Assignment of a Legal Malpractice Claim

Description:
Gurski v. Rosenblum and Filan, LLC; public policy considerations prohibit assigning claim to adversary

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Merger Clause cartoons image illustration picture

Merger Clause

Description:
Suburban Leisure Center, Inc. v. AMF Bowling Products, Inc; merger clauses do not impact prior agreements covering different subjects; merger clause, integration clause; parol evidence rule

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Non-Disclosure Agreement Narrowly Construed cartoons image illustration picture

Non-Disclosure Agreement Narrowly Construed

Description:
ConFold Pacific, Inc. v. Polaris Industries, Inc.; unambiguous contract language must be enforced as it is written; extrinsic evidence

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Insurance Policy Contract Interpretation cartoons image illustration picture

Insurance Policy Contract Interpretation

Description:
In re Katrina Canal Breaches Litigation; an insurance policy is a contract between the parties and should be construed using the general rules of contract interpretation; ejusdem generis, expressio unius est exclusio alterius, noscitur a sociis

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Insurance Coverage Against Terrorist Attacks cartoons image illustration picture

Insurance Coverage Against Terrorist Attacks

Description:
Omni Berkshire Corp. v. Wells Fargo Bank, N.A; demanding insurance coverage for terrorism is reasonable post-9/11

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Non-Conforming Goods, Cure Executory Contract cartoons image illustration picture

Non-Conforming Goods, Cure Executory Contract

Description:
Dynamic Machine Works, Inc. v. Machine & Electrical Consultants, Inc.; buyer may retract extension of time to cure defect unless the retraction unjust due to seller\'s material change of position in reliance on the waiver

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Change In Law Excuses Contract Performance cartoons image illustration picture

Change In Law Excuses Contract Performance

Description:
Centex Corporation v. Dalton; foreseeability; impossibility; impracticability; quantum meruit; non-occurrence a basic assumption

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Wholesale Value as Measure of Damages cartoons image illustration picture

Wholesale Value as Measure of Damages

Description:
Illinois Central R.R. Co. v. Crail; common law remedy for contract damages is wholesale rather than retail value

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Reliance Damages Calculation cartoons image illustration picture

Reliance Damages Calculation

Description:
L. Albert & Son v. Armstrong Rubber Co.

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Hadley v. Baxendale Rule cartoons image illustration picture

Hadley v. Baxendale Rule

Description:
Globe Refining Co. v. Landa Cotton Oil Co.; consequential damages for breach of contract are those reasonably supposed to be in the contemplation of the parties at the time the contract is made

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New Business Rule Damages for Lost Profits cartoons image illustration picture

New Business Rule Damages for Lost Profits

Description:
MindGames, Inc. v. Western Publishing Co.; the "new business" rule and Hadley v. Baxendale don't say that damages for lost profits are never recoverable

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Assumpsit on a Quantum Meruit cartoons image illustration picture

Assumpsit on a Quantum Meruit

Description:
Stark v. Parker; voluntarily quitting a job ahead of schedule may terminate the obligation of payment

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Contractual Penalties cartoons image illustration picture

Contractual Penalties

Description:
Muldoon v. Lynch; contract damages ought to be compensatory and commensurate with the damages suffered; forfeiture clause; liquidated damages penalty clause

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Liquidated Damages Clause Not A Penalty cartoons image illustration picture

Liquidated Damages Clause Not A Penalty

Description:
Samson Sales, Inc. v. Honeywell, Inc.; liquidated damages are not a penalty when: (1) damages uncertain in amount and difficult to prove; (2) contract as a whole not unconscionable, unreasonable, and disproportionate (3) damages consistent

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Prohibitory Injunction cartoons image illustration picture

Prohibitory Injunction

Description:
Lumley v. Wagner; specific performance denied; power to order affirmative injunction; enjoin

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Promissory Estoppel or Bargained-For Exchange cartoons image illustration picture

Promissory Estoppel or Bargained-For Exchange

Description:
Ricketts v. Scothorn; a promise not supported by consideration may be enforceable if induced promisee to rely on it to detriment; estoppel quid pro quo

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Promissory Estoppel cartoons image illustration picture

Promissory Estoppel

Description:
First National Bank of Logansport v. Logan Mfg. Co.; reliance damages; promisor who induces substantial change in position by promisee in reliance on promise is estopped to deny enforceability of the promise

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Carlill v. Carbolic Smoke Ball Co. cartoons image illustration picture

Carlill v. Carbolic Smoke Ball Co.

Description:
nundum pactum; unilateral offer; gratuitous offer; firm offer rule; performance of conditions for reward offered in advertisement accepts offer, creating a contract for payment of the reward;

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Contracts Must Include all Essential Terms cartoons image illustration picture

Contracts Must Include all Essential Terms

Description:
Sun Printing & Publishing Association v. Remington Paper and Power Co., Inc.; The court is not at liberty to revise an agreement while attempting to construe it.

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Contracts Enforced According to Their Terms cartoons image illustration picture

Contracts Enforced According to Their Terms

Description:
W.W.W. Associates, Inc. v. Giancontieri; if terms of a contract are set out in a clear, complete document, writing enforced according to its terms, without reference to outside evidence regarding what the parties really intended

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Special Meaning of a Contract Term cartoons image illustration picture

Special Meaning of a Contract Term

Description:
Frigaliment Importing Co. v. B.N.S. International Sales Corp.; the party advocating special meaning for a contractual term has burden of proving that the special meaning was intended by both parties

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Knock Out Rule and UCC Gap Filler cartoons image illustration picture

Knock Out Rule and UCC Gap Filler

Description:
Richardson v. Union Carbide Indus. Gases, Inc.; conflicting contract terms fall out and are replaced to the extent necessary by Uniform Commercial Code gap-filler provisions

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Laidlaw v. Organ cartoons image illustration picture

Laidlaw v. Organ

Description:
The fact that a party is under no duty to disclose a fact does not excuse that party from making a false disclosure.

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Surrogacy Contracts Illegal cartoons image illustration picture

Surrogacy Contracts Illegal

Description:
In re Baby M; a surrogacy contract violated state statutes and public policy

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At Will Employment Termination cartoons image illustration picture

At Will Employment Termination

Description:
Dore v. Arnold Worldwide, Inc.; at-will employment may be terminated by the employee or employer at any time, with or without cause

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Unconscionable Contract cartoons image illustration picture

Unconscionable Contract

Description:
Williams v. Walker-Thomas Furniture Co; an installment contract that denies the buyer a meaningful choice and contains unfair terms is unenforceable; doctrine of unconscionability

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Contractual Duty Of Good Faith cartoons image illustration picture

Contractual Duty Of Good Faith

Description:
Market Street Associates Ltd. Partnership v. Frey; a contracting party cannot be allowed to use its own breach to gain an advantage by impairing the rights that the contract confers on the other party

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Breach of Trivial Condition of Contract cartoons image illustration picture

Breach of Trivial Condition of Contract

Description:
Jacob & Youngs v. Kent; a trivial, innocent omission will not always be a failure of a condition that causes forfeiture of the contract

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Perfect Tender Rule cartoons image illustration picture

Perfect Tender Rule

Description:
Printing Center of Texas, Inc. v. Supermind Pub. Co.; a buyer may reject goods that do not conform to the contract in each and every respect.

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Lumley v. Gye cartoons image illustration picture

Lumley v. Gye

Description:
Tortious interference with contractual relations; inducement of breach of contract

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Tortious Interference With Prospective Economic Advantage cartoons image illustration picture

Tortious Interference With Prospective Economic Advantage

Description:
Della Penna v. Toyota Motor Sales, U.S.A., Inc.; established contracts merit greater protection than potential contracts

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Consultant's Privilege cartoons image illustration picture

Consultant's Privilege

Description:
J.D. Edwards & Co. v. Podany; an advisor may offer good-faith advice to a client without fear of liability should the client act on that advice to the harm of a third person.

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In re Katrina Canal Breaches Litigation cartoons image illustration picture

In re Katrina Canal Breaches Litigation

Description:
Flood exclusions are applied to levee failures in insurance policy agreements

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Retraction of Extension of Time to Cure Defect cartoons image illustration picture

Retraction of Extension of Time to Cure Defect

Description:
Dynamic Machine Works, Inc. v. Machine & Electrical Consultants, Inc.; buyer may retract unless material change of position by seller in reliance on the waiver of time to deliver

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