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letter of intent
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.
The statute of frauds
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.
covenant not to compete
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.
Arbitration Agreement
Washington Mutual Finance Group v. Bailey; illiteracy does not make an arbitration agreement unconscionable.
extrinsic evidence
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.
Nelson v. Elway
Merger clauses bar extrinsic evidence integration clauses preclude the introduction of extrinsic evidence to prove the existence of prior agreements. Integration clause.
Jungmann & Co., Inc. v. Atterbury Brothers, Inc.
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.
Rouse v. United States
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.
Slattery v. Wells Fargo Armored Service Corp.
Pre-existing duty rule; The performance of an existing duty does not amount to the consideration necessary to form a contract.
McMahon Food Corp. v. Burger Dairy Co.
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.
In re the Marriage of Witten
Divorcing couples must agree on the use of frozen embryos; agreements entered into at the time of in vitro fertilization are enforceable.
T.F. v. B.L.
Same-sex parents duty to provide child support; gay rights; no parenthood by contract; agreements attempting to create parental relationships are unenforceable as against public policy.
Coppola Enterprises, Inc. v. Alfone
Breach of real estate contract for sale of land or building; breachor cannot gain from breach; breachor becomes trustee for original vendee.
Egerer v. CSR West, LLC
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.
Valentine v. General American Credit, Inc.
Mental distress damages not recoverable by person discharged in breach of an employment agreement; mental anguish damage.
Kutzin v. Pirnie
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.
Mayol v. Weiner Companies, Ltd.
Objective meaning of contract terms controls; if misunderstanding regarding contractual terms, meaning applied is that of person less at fault for the misunderstanding.
Foxco Industries, Ltd. v. Fabric World, Inc.
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.
Wagenseller v. Scottsdale Memorial Hospital
Wrongful termination; at-will employment doctrine states an employee may be terminated for cause, or even without cause, but not for bad cause.
Chateau Des Charmes Wines Ltd. v. Sabate USA Inc.
Statements on international shipping invoices do not alter the original agreement; the United Nations Convention on Contracts for the International Sale of Goods UNCCISG.
Specht v. Netscape Communications Corp.
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., Inc. v. Verio, Inc.
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.
Donovan v. RRL Corp.
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.
Alamance County Board of Education v. Bobby Murray Chevrolet, Inc.
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.
Scarpitti v. Weborg
Restrictive covenants benefit homeowners as third party beneficiaries.
Clapp v. Orix Credit Alliance, Inc.
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.
Koch v. Construction Technology, Inc.
Conditions precedent are not favored in contract law so require clear language; pay when paid clauses.
Oral Promise as Contract Basis
Hawkins v. McGee; words that constitute a promise may be the basis of a contract.
Bayliner Marine Corp. v. Crow
Statements that do not relate to the particular item purchased, or that merely commend the quality of goods, do not create express warranties.
Punitive Damages in Contract
White v. Benkowski; Punitive damages may not be recovered for breach of contract nominal damages: pecuiniary damages punitive damages.
Noncompete Agreement
Lake Land Employment Group of Akron, LLC v. Columber; continuation of at-will employment relationship is sufficient consideration for the employee's agreement.
New Contract Terms in Packaging
Hill v. Gateway 2000, Inc.; terms contained inside a package may become part of the contract; shrink wrap agreement; click wrap.
The Statute of Frauds
C.R. Klewin, Inc. v. Flagship Properties, Inc.; oral contract with indefinite duration is outside of the Statute of Frauds.
Statute of Frauds for Sale of Real Property
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.
Written Confirmation of Oral Contract
St. Ansgar Mills, Inc. v. Streit; question of fact of the jury as to reasonableness of time for receipt of written confirmation.
Central Ceilings, Inc. v. National Amusements, Inc
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.
Greenfield v. Philles Records, Inc.
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.
Extrinsic Evidence on Parties Intent
Trident Center v. Connecticut General Life Ins. Co; parties intent controls over the written word.
Parole Evidence
Colfax Envelope Corp. v. Local No. 458-3M; rescission allowed based on mutual misunderstanding, not ambiguous term.
Warranty of Merchantability
Koken v. Black & Veatch Construction, Inc.; breach of reasonable expectations of an ordinary user or consumer; objective standard.
Implied Warranty of Fitness for a Particular Purpose
Lewis v. Mobil Oil Corporation; buyer relies on the seller expertise in supplying the proper product.
Warranty Disclaimers
South Carolina Electric and Gas Co. v. Combustion Engineering, Inc.; buyers must have notice of warranty disclaimers.
Actual Damages for Contract Breach
Doe v. Great Expectations; contract that violates statutory requirements results in actual damage award.
Consumer Class Action Lawsuits
Scott v. Cingular Wireless; consumer protection laws; procedural unconscionability, substantive unconscionability, unconscionable.
Surrogacy Contracts
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.
Equitable Remedy and Specific Performance
Campbell Soup Co. v. Wentz; uniqueness of goods depends on value to purchaser; subjective standard; not an objective standard.
Specific Performance
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.
Third Party Beneficiary of a Contract
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.
Third Party Beneficiaries
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.
Assignee Rights Same As Assignor
Delacy Investments, Inc. v. Thurman & Re/Max Real Estate Guide, Inc.
Gratuitous Promises Unenforceable
Jara v. Suprema Meats, Inc.; without bargained-for exchange, even written agreement unenforceable ; bilateral contract; lack of consideration.
Unilateral Contract Sufficient Consideration
Browning v. Johnson; detriment suffered by the promisee at promisor request, and as the price for the promise, is sufficient consideration.
Oral Promise to Make a Gift
Congregation Kadimah Toras-Moshe v. DeLeo; detrimental reliance or consideration makes enforceable; promisee must act in reliance or unenforceable.
Promissory Estoppel
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.
Statute of Frauds
Professional Bull Riders, Inc. v. AutoZone, Inc.; contracts must be in writing if technically CANNOT be performed in one year.
Statute of Frauds if Part Performance
Sullivan v. Porter; part performance doctrine gives specific performance if induced by the other party misrepresentations, which may include acquiescence or silence.
Damages: Expectancy, Reliance, Restitution
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.
Implied-In-Fact Contract
Wrench, LLC v. Taco Bell Corp.; conversion; misappropriation; unfair competition.
Start of Performance as Acceptance of Offer
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.
Mirror Image Rule
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.
Gap Filler in Contracts
Griffith v. Clear Lakes Trout Co., Inc.; destruction of contracts based on uncertainty;
Statute of Frauds Defense
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.
Reformation and Mutual Mistake
OneBeacon America Insurance Co. v. Travelers Indemnity Company of Illinois; reformation fixes a mistaken writing, not a mistaken agreement; scrivener's error.
Severance of Illegal Provision of Contract
Broadley v. Mashpee Neck Marina, Inc.; courts sever illegal contract terms; reformation does not apply; boilerplatej contracts; contracts of adhesion; unconscionable contracts; public policy.
Assignment of a Legal Malpractice Claim
Gurski v. Rosenblum and Filan, LLC; public policy considerations prohibit assigning claim to adversary.
Merger Clause
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.
Non-Disclosure Agreement Narrowly Construed
ConFold Pacific, Inc. v. Polaris Industries, Inc.; unambiguous contract language must be enforced as it is written; extrinsic evidence.
Insurance Policy Contract Interpretation
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.
Insurance Coverage Against Terrorist Attacks
Omni Berkshire Corp. v. Wells Fargo Bank, N.A; demanding insurance coverage for terrorism is reasonable post-9/11.
Non-Conforming Goods, Cure Executory Contract
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.
Change In Law Excuses Contract Performance
Centex Corporation v. Dalton; foreseeability; impossibility; impracticability; quantum meruit; non-occurrence a basic assumption.
Wholesale Value as Measure of Damages
Illinois Central R.R. Co. v. Crail; common law remedy for contract damages is wholesale rather than retail value.
Reliance Damages Calculation
L. Albert & Son v. Armstrong Rubber Co.
Hadley v. Baxendale Rule
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.
New Business Rule Damages for Lost Profits
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.
Assumpsit on a Quantum Meruit
Stark v. Parker; voluntarily quitting a job ahead of schedule may terminate the obligation of payment.
Contractual Penalties
Muldoon v. Lynch; contract damages ought to be compensatory and commensurate with the damages suffered; forfeiture clause; liquidated damages penalty clause.
Liquidated Damages Clause Not A Penalty
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.
Prohibitory Injunction
Lumley v. Wagner; specific performance denied; power to order affirmative injunction; enjoin.
Promissory Estoppel or Bargained-For Exchange
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.
Promissory Estoppel
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.
Carlill v. Carbolic Smoke Ball Co.
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.
Contracts Must Include all Essential Terms
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.
Contracts Enforced According to Their Terms
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.
Special Meaning of a Contract Term
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.
Knock Out Rule and UCC Gap Filler
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.
Laidlaw v. Organ
The fact that a party is under no duty to disclose a fact does not excuse that party from making a false disclosure.
At Will Employment Termination
Dore v. Arnold Worldwide, Inc.; at-will employment may be terminated by the employee or employer at any time, with or without cause.
Unconscionable Contract
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.
Contractual Duty Of Good Faith
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.
Breach of Trivial Condition of Contract
Jacob & Youngs v. Kent; a trivial, innocent omission will not always be a failure of a condition that causes forfeiture of the contract.
Perfect Tender Rule
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.
Lumley v. Gye
Tortious interference with contractual relations; inducement of breach of contract.
Tortious Interference With Prospective Economic Advantage
Della Penna v. Toyota Motor Sales, U.S.A., Inc.; established contracts merit greater protection than potential contracts.
Consultant's Privilege
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.
In re Katrina Canal Breaches Litigation
Flood exclusions are applied to levee failures in insurance policy agreements.
Retraction of Extension of Time to Cure Defect
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.
Defective Goods
Fitl v. Strek. Whether a seller received notification of a defect in goods is a factual question and depends upon unfarily prejudicing: allowing the seller to correct the defect, prepare for negotiation and litigation, and protect against stale claims.
Revocation of Acceptance
Waddell v. L.V. R.V. A buyer may revoke acceptance of goods when a nonconformity impairs the value of the goods to the individual buyer, taking into account the needs and circumstances of the individual buyer. Revocation.
Bank Check Processing Standards
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.
Check Forgery or Check Alteration
Wachovia Bank, N.A. v. Foster Bancshares, Inc. When there is doubt as to whether an instrument has been forged or merely altered, the court will assume that the instrument was altered. Presentment Warranty.
Banks Must Use Due Care
Travelers Cas. & Sur. Co. of America v. Wells Fargo Bank N.A. A bank or other institution that receives a check for deposit has a duty to exercise due care to make sure that the depositor is the intended recipient of the funds. Subrogate.
Borrower Representations
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.
Security Interest
Border State Bank of Greenbush v. Bagley Livestock Exchange, Inc. A security interest may attach if the debtor has rights in the collateral, but there is no requirement that the debtor own the collateral. Conversion.
Security Interests On Title
Metzger v. Americredit Financial Services, Inc. A buyer of goods, who gives value for the goods and receives them after the certificate of title is issued, takes the goods free of a security interest perfected in another jurisdiction.
Commercially Unreasonable Sale
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.
Secured Party
Coxall v. Clover Commercial Corp. A secured party may not recover a deficiency judgment if sale of the collateral was commercially unreasonable, but the debtor may recover damages for the creditor's failure to comply with legal requirements for a sale.
Essential Terms
Academy Chicago Publishers v. Cheever; valid contract; parties must agree to all essential terms; it is not the court's job to rewrite an agreement to make it a valid contract.
Legal Issues with IVF
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.
Forum Selection
Carnival Cruise Lines, Inc. v. Shute; a reasonable forum selection clause constitutes consent to be sued in the forum state.
Agreement to Negotiate in Good Faith
Copeland v. Baskin Robbins U.S.A.; an agreement to agree is unenforceable but an agreement to negotiated in good faith is enforceable.
Promissory Estoppel
Garwood Packaging Co. v. Allen & Co., Inc.; salesmanship; mere puffery does not form basis for promissory estoppel claim.
IVF Consent Agreements
Kass v. Kass; IVF consent agreements may be enforced even if circumstances have changed.
Arbitration Clause
Nagrampa v. MailCoups, Inc.; contract terms take it or leave it; one-sided arbitration provisions are not enforceable.
In Court Agreement
Powell v. City of Newton; parties must abide by in court agreement, even if the agreement is unsigned.
Offer and Acceptance
Power Paragon, Inc. v. Precision Technology USA, Inc.; purchase order constitutes offer and shipment of the product constitutes acceptance
Unilateral Mistake
SCI Minnesota Funeral Services, Inc. v. Washburn-McReavy Funeral Corp.; unilateral mistake is not enough for a court to order rescission or reformation.
Conversion of Goods
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.
Fraudulent Transfer
Aptix Corp. v. Quickturn Design Systems, Inc.; A transfer is fraudulent if made with the actual intent to hinder, delay, or defraud a creditor; loan was a fraudulent transfer. Badges of Fraud.
Apparent Authority
Azur v. Chase Bank, USA; Unauthorized use of a credit card is use of the card by someone without actual, implied, or apparent authority to make charges, and from which the cardholder receives no benefit.
Price Setting
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
Central Washington Refrigeration, Inc. v. Barbee; Uniform Commercial Code; indemnity actions are governed by separate statute of limitation; implied right of indemnity; separate equitable cause of action; UCC.
Altering the U.C.C.
Cincinnati Ins. Co. v. Wachovia Bank, Natl. Assn.; A bank is strictly liable for paying an unauthorized check unless the bank and the customer agree otherwise; subrogation; forged check.
Wire Transfer
Experi-Metal, Inc. v. Comerica Bank; authenticity of payment orders must be verified pursuant to a comercially reasonable security procedure; unauthorized wire transfer order.
Lost Check
Fifth Third Bank v. Jones; A check is taken for an obligation when it is given as payment, without regard to the payee's internal procedures; missing check; deed of trust.
Lease or Sale
Gibraltar Financial Corp. v. Prestige Equipment Corp.; court must consider economic reality of transaction to detemine whether it was a lease or a sale subject to a security agreement.
Security Interest
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.
Stated Income Loan
In re Dixon Ford; stated income mortgage; holder in due course; mortgage application fraud; loan application altered income stated.
Financing Statement Search
In re John\'s Bean Farm of Homestead, Inc.; bankruptcy; wrong name; computer search string; incorrect identification of a debtor on a financing statement is seriously misleading.
Mere Puffery
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.
Buyer In Ordinary Course
In re Western Iowa Limestone, Inc.; buyer in the ordinary course of business may take constructive possession of goods; BOC; free of security interest.
Perfected Status
In re Wild West World, L.L.C., Debtor; bankrupcty; notice to creditors; claimed security interest requires timely filing in order to obtain perfected status.
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.
Fraudulent Conveyance
James H. Rice Co. v. McJohn; A fraudulent transfer of propoerty to avoid debt will be set aside; fraudulent conveyance of asset is null and void; levy.
Economic Loss Doctrine
Lincoln Co. v. Detroit Diesel Corp. General Insurance; breach of warranty; no exception to the economic loss doctrine for damages to a defective product when an inherent defect makes the product unreasonably dangerous.
Duty to Investigate
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.
Breach of Warranty
Mydlach v. DaimlerChrysler Corp.; Magnuson-Moss Warranty Act; breach of warranty claim; statute of limitations; repair claims do not accrue upon delivery of the product.
U.C.C. Filler
Northrop Corp. v. Litronic Industries; mirror image rule; common law mirror image rule does not apply to U.C.C. contracts; U.C.C. filler used when materially different terms in offer and acceptance.
Statutes of Repose
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.
Premises Liability
Flippo v. Mode O'Day Frock Shops of Hollywood; implied warranty of merchantability; defect that attaches itself to product is not product defect or breach of warranty.
Third Party Beneficiary Contract
Basic Capital Management, Inc. v. Dynex Commercial, Inc.; benefit to third party must be written in the contract; court will not create a third party beneficiary contract by implication; no implied contract for third party.
Prevention Doctrine
Berry v. Time Insurance Co.; implied covenant of good faith and fair dealing; duty of good faith; duty to prevent injury.
Oral Promise
Blinn v. Beatrice Community Hosp. and Health Center, Inc.; promissory estoppel; at-will employee; wrongful termination of employment.
Expectation Damages
Dynalectric Co., Inc. v. Clark & Sullivan Constructors, Inc.; promissory estoppel; general contractor; subcontractor; reliance damages; restitution damages.
Calculation of Damages
Edge Group WAICCS LLC v. Sapir Group LLC; specific performance; accurate calculation of damages; damages determination.
Incorporation by Reference
Grandis Family Partnership, Ltd. v. Hess Corp.; arbitration agreement incorporated by reference; independent document.
Binding Agreement
Grosvenor v. Qwest Corp.; multiple notices to internet user of specific contractual terms of use may cause binding agreement.
Four Corners Rule
Hemenway v. Peabody Coal Co.; The meaning of a contract must be found within its four corners; four corners rule.
Doctrine of Avoidable Consequences
In re WorldCom, Inc.; the duty to mitigate damages bars recovery for losses suffered by a non-breaching party that could have been avoided by reasonable effort and without the risk of substantial loss or injury.
Undue Influence
Kelly v. Provident Life & Accident Insurance Co.; Undue influence is persuasion that tends to be coercive in nature and that overcomes the will without convincing the judgment.
Statute of Frauds Exception
Kolkman v. Roth; an exception to the statute of frauds applies in cases of promissory estoppel.
Construction Defect Damages
Landis v. William Fannin Builders, Inc.; damages in an action for breach of a construction contract is the cost to repair the deficient work; economic waste doctrine.
Oral Promise Unenforceable
Marmer v. Kaufman; Oral promises are unenforceable for lack of consideration where the promisor receives no benefit by enforcement of the promise and the promisee suffers no legal detriment.
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.
Condition Precedent
Moore Bros. Co. v. Brown & Root, Inc.; prevention doctrine is if a promisor prevents or hinders fulfillment of a condition to his performance, the condition may be waived or excused.
Agreement to Arbitrate
Rent-A-Center v. Jackson; The Federal Arbitration Act puts arbitration agreements on equal footing with other contracts, and requires courts to enforce them according to their terms; unconscionability challenges.
Online Agreements
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.
Doctrine of Promissory Estoppel
Stewart v. Cendant Mobility Services Corp.; a promise that the promisor should reasonably expect to induce action or forbearance and does is binding if injustice can be avoided only by enforcement of the promise.
Material Breach of Contract
Strouth v. Pools by Murphy and Sons, Inc.; A material breach of a contract by one party justifies the other party's termination of the agreement. Substantial performance doctrine.
Mutual Mistake
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.
Right to Walk Away
United Rentals, Inc. v. RAM Holdings, Inc.; When the examination of extrinsic evidence does not lead to an obvious, objectively reasonable conclusion, the court may apply the forthright negotiator principle.
Extrinsic Evidence on Indefinite Term
Vohs v. Donovan; A contract is not enforceable if an essential term is indefinite or a promise to perform is illusory, but may enforce if extrinsic evidence makes more definite and the promise to perform less illusory.
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.
Doctrine of Impossibility
YPI 180 N. LaSalle Owner, LLC v. 180 N. LaSalle II, LLC; the doctrine of impossibility of performance excuses performance if objectively impossible due to destruction of the subject matter of the contract or by operation of law.
Contract Amendment
Beneficial National Bank, U.S.A. v. Obie Payton; when the parties' original agreement specifically permits amendments, new terms may be added rather than just changes existing terms.
Contract Acceptance Online
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.
Liquidated Damages in Consumer Contracts
Cellphone Termination Fee Cases; Liquidated damages provisions in consumer contracts are presumed void, and the burden is on the proponent of such clauses to rebut that presumption.
Preliminary Injunction Contract Term
Ed Bertholet & Associates, Inc. v. Ed Stefanko; Contract provisions requiring the issuance of an injunction are not binding on the trial court; granting or denying a preliminary injunction rests within the trial court's equitable discretion,
Letters of Intent
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.
Stale Debt
First Hawaiian Bank v. Jack Zukerhorn; A new promise by the debtor to pay his debt, whether or not then barred by the applicable statute of limitations, binds the debtor for a new limitations period.
Detrimental Reliance
Frank Dixon v. Wells Fargo Bank, N.A.; promissory estoppel will be applied when the promisor makes a promise that the promisee reasonably and foreseeably relies on to his or her detriment.
Federal Arbitration Act
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.
As Is Clause
Lenawee County Board of Health v. William and Martha Messerly; as-is clause may defeat grant of rescission for mutual mistake relating to a basic assumption that materially affects the parties' agreed performance.
Gift is Not Consideration
Pennsy Supply, Inc. v. American Ash Recycling Corp.; The bargain theory of consideration does not actually require that the parties bargain over the terms of the agreement; rather, a promise and a reciprocal conventional inducement.
Double Indemnification
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.
Damages for Tortious Interference with Contract
Rite Aid Corp. v. Lake Shore Investors; damages for tortious contractual interference may include pecuniary loss of the benefits of the contract; consequential losses; emotional distress and actual harm to reputation, and punitive damages.
Contractual Basis for Arbitration
Stolt-Nielsen S.A. v. AnimalFeeds International Corp.; A party may not be compelled under the FAA to submit to class arbitration unless there is a contractual basis for concluding that the party agreed to do so. Federal Arbitration Act.
Material Alteration of Contract
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.
Part Performance
Beaver v. Brumlow; if oral contract not enforceable under the Statute of Frauds has been performed to such an extent it would be inequitable to deny enforcement, may bar the Statute of Frauds defense; part performance; specific performance.
Adequate Assurances
By-Lo Oil Co. v. ParTech, Inc.; The mere fact that performance is to become due is not reasonable grounds for insecurity. Between merchants, the reasonableness of the grounds will be determined by commercial standards.
Supplementary Terms
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.
Multiple Writings
Crabtree v. Elizabeth Arden Sales Corp.; Statute of Frauds does not require single writing; multiple writings ok if linked by a reference within them to the same subject matter or transaction. Signed and unsigned writings may be read together.
Implied Covenant of Good Faith and Fair Dealing
De La Concha of Hartford, Inc. v. Aetna Life Insurance Company; breach of the implied covenant of good faith and fair dealing implies actual or constructive fraud, design to mislead or deceive, or neglect or refusal to fulfill contractual obligation.
Extrinsic Evidence Allowed
Delta Dynamics, Inc. v. Arioto; Extrinsic evidence (parol evidence) will be admitted to explain an ambiguous term. Competing contract interpretations.
Third Party Beneficiary Not Explicit
Detroit Institute of Arts Founders Society v. Rose; A contract may create an obligation to a third-party without containing express language creating that obligation. Incidental benefit to third party not enough.
Infancy Doctrine
Douglass v. Pflueger Hawaii, Inc.; the general rule that contracts entered into by minors are voidable does not apply in the employment context.
Induce Detrimental Reliance
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.
Forebearance as Consideration
Dyer v. National By-Products, Inc.; Forbearance to assert a claim or defense that proves to be invalid is consideration if the forbearing party believes that the claim or defense may fairly be determined to be valid.
Moral Obligation is not Consideration
Harrington v. Taylor; A humanitarian act performed voluntarily is not sufficient consideration for a promise.
Puffery is not Fraud
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.
Lack of Knowledge
Specht v. Netscape Communications Corp.; offeree is not bound by inconspicuous contractual provisions if contractual nature of document is not obvious, even if apparent manifestation of consent. Constructive notice; inquiry notice; arbiration.
Requirement Contracts Consideration
Structural Polymer Group, Ltd. v. Zoltek Corp.; the implied obligation of good faith in requirements contracts is enough to avoid finding a contract null and void due to an illusory promise.
Unilateral Mistake Avoidance
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.
Mailbox Rule
United States Life Insurance Company v. Wilson; the common-law rule providing that acceptance of an offer is effective when it is sent will apply to electronic transactions that resemble traditional paper transactions.
Detrimental Reliance Promissory Estoppel
Wright v. Newman; If the promises in connection with an invalid and unenforceable contract wrongfully cause a party to forgo a valuable legal right to his detriment, and promisor waives the right to repudiate the contract, the contract is enforceable.
Nonconforming Tender
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.
Kenai Chrysler Center, Inc. v. Denison; Guardianship proceedings are treated as providing public notice of the ward's incapacity, even though the other party to a particular transaction may have no knowledge or reason to know of the guardianship.
Penalty Clause Damages
Lake River Corp. v. Carborundum Co.; liquidated damages clauses are enforceable but penalty damages clauses are not enforceable.
Repudiate a Contract
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.
Third Party Beneficiary Standing
Sisney v. State; a contract made expressly for the benefit of a third person may be enforced by that person, but only when the intent to make the contract inure to the benefit of the third party is clearly manifest.
Four Corners Exception
Beanstalk Group, Inc. v. AM General Corp.; A contract will not be interpreted literally if doing so would produce absurd results. The parties are presumed to be rational persons pursuing rational ends.
Shrinkwrap Agreement
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.
Reward Offer Acceptance
Glover v. Jewish War Veterans of United States; No contract is formed when one acts consistently with the terms of an offer of a reward, but without knowing of the offer, because there is no intention to accept the offer.
Reward for Police Officers
Gray v. Martino; Public policy and sound morals alike forbid that public officers should demand or receive, for services performed in the discharge of their official duties.
Clickwrap 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.
Windfall Damages
H-W-H Cattle Co., Inc. v. Schroeder; Under the Uniform Commercial Code, a buyer has two options when the seller fails to deliver: (1) the buyer may "cover" by making a good faith substitute purchase; or (2) recover damages for non-delivery.
Prevention Doctrine Rule
Johnson v. Coss; the prevention doctrine operates as an exception to the general rule than one has no duty to perform under a contract containing a condition precedent until the condition occurs.
Moral Obligation as Consideration
Mills v. Wyman; A promise based only on a moral obligation is made without consideration and not enforceable.
Inconspicuous Warranty Disclaimers
Moscatiello v. Pittsburgh Contractors Equipment Co.; The implied warranty of merchantability can be excluded from a contract only if the word "merchantability" is used and the language of the disclaimer is conspicuous.
Illusory Promise
Office Pavilion S. Florida, Inc. v. ASAL Prods., Inc.; Words of "promise" that by their terms make the putative promisor's performance optional do not constitute a promise at all and are not consideration for the return promise.
Promise to Impregnate
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.
Extrinsic Evidence to Show Context
Sanders v. FedEx Ground Package System, Inc.; The implied covenant of good faith and fair dealing protects the reasonable expectations of the parties to a contract arising from its terms, and may be shown by extrinsic evidence.
Good Faith Obligation
Seggebrush v. Stosor; the implied covenant of good faith and fair dealing includes a prohibition on cheating on the contract terms.
Pre-Contractual Misrepresentations
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.
Implied in Law Contract
Vertex, Inc. v. City of Waterbury; unjust enrichment requires (1) that the defendants were benefited, (2) that the defendants unjustly did not pay the plaintiffs for the benefits, and (3) that the failure of payment was to the plaintiffs' detriment.
Moral Obligation is Consideration
Webb v. McGowin; a moral obligation is sufficient consideration for a subsequent promise if the promisor has received a material benefit, even if the promisor had no original duty or liability.
Moral Obligation from Material Benefit
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.
Conduct as Contract Waiver
Wisconsin Knife Works v. National Metal Crafters; under the Uniform Commercial Code, an attempt at contract modification that does not satisfy a contractual requirement that modifications be in writing can operate as a waiver.