Contracts

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.

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.

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.

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

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.

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

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

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.

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.

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

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

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

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

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

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

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.

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

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

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

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.

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.

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

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.

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

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Carnival Cruise Lines, Inc. v. Shute; a reasonable forum selection clause constitutes consent to be sued in the forum state.

Kass v. Kass; IVF consent agreements may be enforced even if circumstances have changed.

Power Paragon, Inc. v. Precision Technology USA, Inc.; purchase order constitutes offer and shipment of the product constitutes acceptance

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.

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.

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.

In re Dixon Ford; stated income mortgage; holder in due course; mortgage application fraud; loan application altered income stated.

In re Western Iowa Limestone, Inc.; buyer in the ordinary course of business may take constructive possession of goods; BOC; free of security interest.

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.

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.

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.

Blinn v. Beatrice Community Hosp. and Health Center, Inc.; promissory estoppel; at-will employee; wrongful termination of employment.

Grandis Family Partnership, Ltd. v. Hess Corp.; arbitration agreement incorporated by reference; independent document.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.