Contracts

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.

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

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.

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.

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

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.

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

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.

Restrictive covenants benefit homeowners as third party beneficiaries.

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

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

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.

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.

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

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

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

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.

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

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

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

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

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

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

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.

L. Albert & Son v. Armstrong Rubber Co.

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

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

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.

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.

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

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

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

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.

Valley Bank of Ronan v. Hughes. The U.C.C. establishes a bank's standard of care for the processing of checks but does not preempt common law tort claims regarding communications about the processing of checks. Mutual Mistake.

In re Troupe. Representations made by a debtor in a purchase-money security agreement regarding the intended use of the collateral will be binding on the debtor and will determine whether the collateral is for business or personal purposes.

R & J of Tennessee, Inc. v. Blankenship-Melton Real Estate, Inc. The determination of whether a sale of collateral was commercially reasonable requires a consideration of the totality of the circumstances surrounding the sale.

A.Z. v. B.Z.; Prior agreements to enter into familial relationships should not be enforced against individuals who subsequently reconsider their decisions. IVF agreement. In Vitro Fertilization.

Garwood Packaging Co. v. Allen & Co., Inc.; salesmanship; mere puffery does not form basis for promissory estoppel claim.

Powell v. City of Newton; parties must abide by in court agreement, even if the agreement is unsigned.

Admiralty Island Fisheries, Inc. v. Millard Refrigerated Services, Inc.; limitation of liability in a warehouse receipt will limit liability, unless the damage was from the the warehouse's conversion of the goods to its own use.

Casserlie v. Shell Oil Co.; claim for bad faith price setting; a price in an open price contract is set in good faith if it is commercially reasonable and nondiscriminatory; disparate pricing between jobbers and dealers is not evidence of discrimination

Experi-Metal, Inc. v. Comerica Bank; authenticity of payment orders must be verified pursuant to a comercially reasonable security procedure; unauthorized wire transfer order.

Helms v. Certified Packaging Corp.; security interest includes the proceeds from a recovery for decreased value of collateral, and not for loss of use of the collateral; destroyed property; damaged property.

In re Toshiba America HD DVD Marketing and Sales Practices Litigation; express warranty is not created by mere puffery; a statement about future performance may create express warranty if it is an affirmation or representation. performance.

In re Zaochney; A dragnet clause or cross-collateralization clause that provides that collateral in one transaction will be security for other obligations is enforceable.

Lindholm v. Brant; Andy Warhol; Red Elvis; usual or customary practices; reasonable commercial standards of fair dealing; authority to convey title; good faith; fraud and embezzlement.

Peters v. Riggs Natl. Bank, N.A.; Equitable tolling does not apply to statutes of repose; statute of limitation; the time limit can be shortened by contract or mutual agreement.

Berry v. Time Insurance Co.; implied covenant of good faith and fair dealing; duty of good faith; duty to prevent injury.

Edge Group WAICCS LLC v. Sapir Group LLC; specific performance; accurate calculation of damages; damages determination.

Hemenway v. Peabody Coal Co.; The meaning of a contract must be found within its four corners; four corners rule.

Kolkman v. Roth; an exception to the statute of frauds applies in cases of promissory estoppel.

Mobil Oil Exploration & Producing Southeast, Inc. v. U.S.; if a party repudiates a contract, the other party is entitled to restitution for any benefit he has conferred on the repudiating party by way of part performance or reliance.

Specht v. Netscape Communications Corp.; clicking on a DOWNLOAD button does not communicate assent to contractual terms if the offer did not make clear; inquiry notice; constructive notice.

Tracy v. Morell; even when there is no fraud, there may be mutual mistake; where both parties share a common false assumption about a vital fact upon which their bargain is based, the transaction may be avoided.

Watson v. Cal-Three, LLC; When the breaching party's wrongdoing is intentional or substantial, recovery of the breaching party's profits may be granted. Expectancy damages; lost profit damages.

Cairo, Inc. v. Crossmedia Services, Inc.; when a benefit is offered subject to stated conditions, and the offeree takes the benefit with knowledge of the terms of the offer, the taking constitutes acceptance of the terms.

Empro Manufacturing Co., Inc. v. Ball-Co Manufacturing, Inc.; an agreement that is made subject to a later agreement is not sufficiently definite to be a binding contract.

Hall Street Associates, L.L.C. v. Mattel, Inc.; The FAA provides the exclusive grounds for expedited vacatur and modification of arbitration awards. These grounds are extreme such ascorruption, fraud, partiality, misconduct, etc.

Peter Kossian v. American National Insurance Co.; Under the equitable doctrine of unjust enrichment, one party should not be indemnified twice for the same loss.

Bayway Refining Co. v. Oxygenated Marketing & Trading A.G.; the burden of proving that additional terms would be a material alteration of the contractual obligation is on the party who objects; surprised party.

C. Itoh & Co. (America) Inc. v. Jordan Int'l Co.; The terms of a contract are the writings of the parties, along with supplementary terms incorporated by operation of law; gap-filler provisions of Article Two of the U.C.C.; additional terms.

Delta Dynamics, Inc. v. Arioto; Extrinsic evidence (parol evidence) will be admitted to explain an ambiguous term. Competing contract interpretations.

Drennan v. Star Paving Co.; A promise the promisor should reasonably expect to induce action or forbearance of a definite and substantial character and that does is binding if neccessary to avoid injustice.

Speakers of Sports v. ProServ; A promise that is intended as aspirational, and that a reasonable person in the position of the promisee would understand as an expression of hope, is not an enforceable commitment.

Sumerel v. Goodyear Tire & Rubber Co.; If an offer contains a material mistake that was known by the other party, or the other had reason to know of it, the party who made the mistake has the power to avoid the contract.

Bartus v. Riccardi; seller may substitute a conforming tender if he had reasonable grounds to believe that the nonconforming tender would be accepted and he seasonably notifies the buyer of his intention to substitute conforming tender.

Rocheux Int'l of N.J. v. U.S. Merchants Fin. Group; whether one party repudiated a contract or provided adequate assurance of future performance are questions of fact that must be decided by the trier of fact based on commercial standards.

DeFontes v. Dell, Inc.; Arbitration is a matter of contract and a party cannot be required to submit to arbitration unless agreed. Under the UCC, contracts for the sale of goods may be formed in any manner sufficient to show agreement.

Hancock v. American Telephone & Telegraph, Inc.; When customers are given notice of the terms and conditions of a contract via a clickwrap agreement and must affirmatively manifest assent by clicking I Agree, the clickwrap agreements is valid.

Mills v. Wyman; A promise based only on a moral obligation is made without consideration and not enforceable.

Perry v. Atkinson; there is no cause of action for the fraudulent breach of a promise to impregnate. Certain sexual conduct and interpersonal decisions are, on public policy grounds, outside the realm of tort liability.

Snyder v. Lovercheck; a perpetrator of fraud cannot close the lips of his innocent victim by getting him blindly to agree in advance not to complain against it as a matter of public policy.

Webb v. McGowin; the law recognizes a distinction between a promisor's moral obligation that results from a feeling of ethical obligation and one that results from conferring a material benefit to the promisor.