Case Briefs Contracts 2

Case Briefs Contracts
Case Name: Hawkins v. McGee, 1929

Court: S.C. of NH
Citation: 84 NH 114, 146 A. 641
Plaintiffs/Defendants: Hawkings/McGee
Facts: Hawkins burnt hand. McGee promised to fix it, making it even worse. McGee
was experimenting with skin graffing and took skin from the Hawkins chest. The
hand at the end was hairy.He would spend 3 or 4 days in the hospital – no
guarantee.
Procedural History: Breach of alleged warranty. Count in negligence, which a

nonsuit was ordered. Judgment for the plaintiff – 3000$. Appeal for 4 reasons only
one was accepted – excessive damages awarded. Judge said give damages for pain
and suffering and damages for difference in original hand.
Issues:
1) Whether the damages were excessive.
2) Whether the defendant should get compensation for the suffering
Rules:
1) Damages = Promised – what they have now + any incidental consequences fairly
within the contemplation of the parties when they made their contract.
Holdings on issues: Yes damages were excessive because according to the rule the
plaintiff got too much.
2) Any contribution that a person is willing to make for the realization of the
contract should not be reimbursed by the promisor.
Reasoning:
1) Based on Union Bank v. Blanchard that when someone is sold something of less
quality than promised the person who sold the property owes the difference from
the true value of it.
2) This was a price he was willing to pay for the good hand so it shouldn’t be
reimbursed even if the operation didn’t work.
Outcome: Retrial.
Case Name: Sullivan v. O’Connor
Court: Supreme Judicial Court of Mass., 1973
Citation: 363 Mass. 579, 296 N.E. 2d 183.
Plaintiffs/Defendants: Sullivan (P), O’Connor (D)
Facts: Sullivan went to a doctor to get a “perfect nose.” The doctor made her nose
worse after promising (according to the jury he promised) to give her a perfect
nose.
Procedural History: Original jury found judgment for P in the amount of 13,500$.
Issues: What damages should be awarded to Sullivan from the damage done to her
nose.
Rules: The patient can only receive compensation for what they started with to what
they have (Reliance damages not expectancy damages).
Holdings on issues: Reliance damages + pain and suffering (not expectancy

damages).
Reasoning: The court ruled that she got pain and suffering damages because the
court was attempting to put her in the position she was in before the operation.
Trying to calculate damages for the future is always speculative.
The court ruled for a big payday for the P because it deters doctors from making
promises they can’t keep.
The court also said that P’s could make up what they think are promises and
convince a jury for money.
Outcome: The court gave her the original fee she owed + the difference between
what she original had and what she had after the surgery. She got pain and suffering
damages also. Both these are contrary to Hawkins v. McGee.
Questions:
Comments:
Case Name: Congregation Kadimah Toras-Moshe v. DeLeo
Court: Supreme Judicial Court of Massachusetts, 1989
Citation: 405 Mass. 365, 540 N.E. 2d 691.
Plaintiffs/Defendants: Congregation (P), DeLeo (D)
Facts: Man with prolonged disease promised 25000$ to congregation 4 or 5 times in

front of witnesses. The congregation planned to use to the money to renovate the
library. The defendant died and the congregation sued for money.
Procedural History: Judgment for DeLeo (D) by a judge. The facts weren’t in dispute
so there was no need for a jury.
Issues: Whether there was consideration or reliance on the promise. Whether

expectancy for a promise is enforceable.
Rules: Every promise must contain a consideration and said consideration needs to
contain a mutual exchange.
Holdings on issues: No to all 3.
Reasoning: The congregation did not rely on the gift. It was an oral promise to make
a gift. (It would be enforced upon the estate.). Furthermore, the congregation
offered nothing in return for this promise so there is no consideration. Thus to
enforce the promise would be against public policy.
Outcome: Judgment affirmed.

Case Name: Hamer v. Sidway
Court: Court of Appeals of NY, 1891
Citation: 124 N.Y. 538, 27 N.E. 256
Plaintiffs/Defendants: Hamer (Nephew (he sold debt to Hamer), P), Sidway, (Uncle,
D)
Facts: Uncle (William Story Sr.) promised nephew (William Story the 2 nd) 5000$ if
he abstained from drinking, smoking, swearing and gambling till he was 21. He did
and his uncle wrote him saying he was going to keep the money and pay him
eventually with interest. The uncle dies and the nephew sued.
Procedural History: Plaintiff (nephew) won the original trial. Then it went to
appeals and was reversed (owner of uncles estate won). Then it was appealed again
and was reversed again (nephew won).
Issues:
1) Whether the uncle was his trustee or debtor to his nephew after he turned 21.
2) Whether giving up a right(s) is a valid consideration
3) Whether a detriment that brings about positive things (i.e. not drinking,
gambling, etc.) is a true detriment.
Rules:
1) Once a promise is fulfilled on a valuable consideration and both parties state the
money stay with promisor (to be fulfilled later) their relationship becomes one of
trustee and beneficiary, and the money is owed to the promisee.
2) A valuable consideration can be a benefit to one party or a loss to the other party.
3) Something that makes someone else stop doing what they can legally do is a valid
consideration because it is a detriment.
Holdings on issues: The uncle was a trustee. The nephew had a valid consideration.
Reasoning: Consideration at the time meant giving up a legal right because a

promise was made. (because he abstained from this stuff the contract was
enforceable.) Once the contract was fulfilled (i.e. not doing the legal activities he
could have done) and the promisor states the money is promisees (founded on a
valuable consideration) than their relationship becomes one of trustee and
beneficiary in which case the money after the trustees death is the beneficiary.
Therefore, the nephew won. When a party refrains from an activity that they are
legally capable of doing is considered consideration. Giving up an activity that you
would otherwise normally be able to do
Outcome: Reversal to original decision.

Case Name: Denney v. Reppert
Court: Court of Appeals of Kentucky, 1968
Citation: 432 S.W. 2d 647
Plaintiffs/Defendants: Denney
Facts: Men robbed a bank. Denney and others worked at the bank and gave
information about the robbers that led to the arrest by 3 cops (2 worked in the
jurisdiction one didn’t (Reppert).
Procedural History: Bank asks court to decide whom the money should go to. Money
awarded for Reppert. Denney (bank employee) appeals.
Issues: Who is eligible if anyone to receive the money?
Rules: People who work for an institution that act within their job’s scope are not
eligible to receive a reward (In Re Waggoner, 47 S.D. 401).
Holdings on issues: Reppert.
Reasoning: The cop was outside of his jurisdiction and therefore had no legal
obligation to make an arrest therefore he is able to claim the money. The people
who worked at the bank was already under contract to act in the best interest in the
bank and they therefore did not give up any consideration (same with police in the
jurisdiction).
Outcome: Judgment is affirmed.

Case Name: Fischer v. Union Trust Co.
Court: S.C. of Mich., 1904
Citation: 138 Mich. 612, 101 N.W. 852
Plaintiffs/Defendants: Fischer was the plaintiff in the original court and won. D
appealed.
Facts: William Fischer (dad) gave Bertha Fischer (daughter) an estate deed for one
dollar (as a joke) but didn’t pay off the entire mortgage.
Procedural History: The P won the original case and this was reversed in the circuit
court in favor of the original D.
Issues: Whether one dollar is an actual consideration for something worth many
times that or whether love and affection can be an actual consideration
Rules: One dollar is not sufficient consideration for something worth many times
that and love and affection are not sufficient consideration for a purely executory
contract.
Holdings on issues: No
Reasoning: A promise to do something out of love an affection can not constitute a

consideration like a promise to give her 8000 dollars or pay off mortgage on her
own land is not a consideration. Furthermore, there must be reciprocal inducement
of the promise and She giving her father 1 dollar did not induce him to give the
property. He handed over the deed before he received the one dollar or it was even
talked about. The father could not have been induced by the one dollar. Therefore
the contract was void.
Outcome: Reversal and new trial.

Case Name: Duncan v. Black
Court: Court of Appeals of Missouri, 1959
Citation: 324 S.W. 2d 483.
Plaintiffs/Defendants: Duncan (P) Black (D)
Facts: Black given land (in contract) with clause of 65 acre cotton allotment. Duncan
was given 49 acre cotton allotment by county. Black transferred him a 15 cotton
allotment. In the second year, the plaintiff wanted the transfer of lands again and the
defendant denied him. The plaintiff threatened to sue so defendant promised 1500
but didn’t pay. Plaintiff sued.
Procedural History: Lower court gave judgment for defendant that the contract was
void.
Issues: Whether someone is obligated to pay (assuming they promise to pay an

amount) when that person is threatened by a lawsuit. (Whether threatening a
lawsuit is a valid consideration)
Rules: A threat to bring a lawsuit about can be a valid consideration only if (1) the
person threatening the lawsuit believes it to be a valid lawsuit and (2) there is a
basis for a lawsuit.
Holdings on issues: There is no legal basis for the original, threatened lawsuit so the
consideration is not valid and the contract is void.
Reasoning: The contract was void because the original, threatened lawsuit did not
have a valid consideration and any contract without a valid consideration is not
legally enforceable. It did not have a valid consideration in the original lawsuit
because cotton allotment in the contract can only be thought of on a yearly basis.
Furthermore, you cannot transfer allotted lands and as this is illegal so is original,
threatened lawsuit, giving it no basis. There is always failure of consideration.
The lawsuit was so devoid of merits that a promise not to sue for it was so frivolous
that the consideration was nominal.
The threatened lawsuit must also have good faith – honestly thought he had a case.
Outcome: Affirmed lower courts.
Question – Is the whole contract void? i.e No

Case Name: Batsakis v. Demotsis
Court: Court of Civil Appeals of Texas, 1949
Citation: 226 S.W. 2d 673.
Plaintiffs/Defendants: Batsakis (appellant/P), Demotsis (appellee/D)
Facts: Batsakis gave defendant 25$ (500,000$ in Greece) with promise to pay back
2000$ (U.S. money)+ 8% interest every year.
Procedural History: Resulted in payment to Batsakis for 750 principal plus 8%

interest = 1163$ with interest at 8% from then on.
Issues: Whether the small price paid for a large amount (or an inadequate exchange)
voids a contract.
Rules: Any detriment (i.e. something given or not performed in a contract) will
support a promise even if that detriment is minimal (i.e. Inadequate) so long as the
parties are induced into the K by the other’s consideration.
Holdings on issues: Defendant owes plaintiff 2000$ plus interest.
Reasoning: Even though the consideration was inadequate it does not make the
contract void and therefore the plaintiff is owed the full amount of the contract.
Outcome: Judgment is affirmed with changes to 2000 owed plus interest.
Questions: What does the final statement in the opinion mean?
Why did she say in the letter that she received 2000 dollars American money from
her? She didn’t write the letter but signed it so that the plaintiff would have
something in court against her so she could get her 2000 dollars. Even though she
didn’t actually receive 2000 dollars.
Want of consideration – lack of consideration

Failure of consideration – a consideration that was good but has ceased to be good.
That which was bargained for was not received.
Case Name: Mills v. Wyman
Court: Supreme Judicial Court of Mass., 1825
Citation: 30 Mass. (3 Pick.) 207.
Plaintiffs/Defendants: Mills (P), Wyman (D)
Facts: Mills junior gets sick and dies and Mills lets him stay house caring for nursing
and board. Father of young Wyman wrote a letter after all expenses were incurred
saying he’ll pay for them. Nothing was given in return for this promise except a
better relationship with son.
Procedural History: Common Pleas ruled nonsuit (i.e. in favor of the defendant).
Issues: Whether someone who promises something, without anything in return, is

legally responsible for following through on the promise. (is moral obligation a
consideration? And is past services + a promise constitute an enforceable contract
when the promisor was not the one receiving the services?)
Rules: Without a consideration (i.e. something in exchange for something else) a

contract/promise is not legally enforceable.
Past considerations are not legally enforceable.

There was not mutual inducement.
Holdings on issues: No, the defendant is not legally required to pay.
Reasoning: The promise was not made in exchange for anything in the present/
future so it is not legally binding.
Outcome: Affirmed
Questions:
Case Name: Webb v. McGowin
Court: Court of Appeals of Alabama, 1935
Citation: 27 Ala.App. 82, 168 So. 196.
Plaintiffs/Defendants: Webb (P), N.F. McGowin and J.F. McGowin (D’s)
Facts: Webb was going to drop a heavy weight on McGowin. To avert this he fell
with the weight badly injuring himself permanently. McGowin agreed to give Webb
15$ every two weeks for the rest of Webb’s life (not McGowin’s). McGowin died and
the payments stopped a month later. Webb sues for payments.
Procedural History: Judgment of nonsuit.
Issues: Whether someone can make a sufficient consideration after services are
already rendered.
Rules: If material benefits are received without a request but a promise is

subsequently made to pay for those benefits that constitutes a binding contract.
Holdings on issues: Yes they can make a sufficient consideration.
Reasoning: Yes they can because there was a mutual exchange i.e. the health of
Webb for the money of McGowin and they both agreed on the terms of payment.
This constitutes a consideration. The offer and acceptance shows that the material
benefit received. Moral obligation is not acceptable. Past consideration is acceptable
if a material benefit is received. McGowin got a material benefit of a happy, healthy
life and therefore the offer and acceptance shows that it is an acceptable promise. It
is in no way possible that the man would say no don’t let the weight drop on me.
This contrast Mills who might say I will not give you money for taking care of my
son. The law may do this when it shows that bargaining was not possible.
Material Benefit is an important rule – if they would have definitely agreed to the
contract.
Outcome: Reversed and Remanded.
Questions: A moral obligation is sufficient. Num. 2 in opinion. What does the moral
obligation have to do with this case. Can’t it be looked at solely from the perspective
of tit for tat? Doesn’t Harrington v. Taylor conflict? No in the taylor case there was
no reasonably enforceable promise. There was guesswork as to the compensation. It
was too indefinite. The court could compensate over and above what was necessary.
In McGowin the compensation was reasonably enforceable and required no
guesswork.
Is there a mutual inducement? No.

Case Name: Seavey v. Drake
Court: S.C. of N.H., 1882
Citation: 62 N.H. 393.
Plaintiffs/Defendants: Drake (P – child of Shadrach Seavey –S.S.), Seavey (D)
Facts: S.S. gave P a tract of land as a gift and his father gave him a tract of land after
he gave him 200$. The P made improvements to the land based on the promise by
his father to give him the deed. In the will D was left the tract of land. In his bill of
equity, P states that the land was given as a gift and a promise to give him the deed.
D alleges there is no consideration for the promise to give him the deed.
Procedural History: If he can prove the tract of land was a gift or the promise to give
him the deed was made with consideration then he can have a hearing. If he proves
these facts but they can’t be sustained then the case is dismissed.
Issues: Whether he should get the land even though there might not be
consideration but he did make improvements based on the promise – reliance –
promissory estoppel.
Rules: When someone makes a promise to someone else and they rely on the
promise to their detriment they can legally enforce the promise even if there is no
consideration (promissory estoppel). Actual detrimental reliance on a promise will
excuse the absence of writing under the statue of frauds.
Holdings on issues: Yes.
Reasoning: The fact that he made improvements to the land constitutes a

promissory estoppel and therefore he gets the land. There need not be
consideration. The statue of frauds says that a contract for land must be for writing
but the court gets around this by saying that part performance/reliance negates
this.
Outcome: Case discharged, promise enforced, P gets the land.
Questions: contract that by its term cannot completed within 1 year?
Comments: Sale of lands, sale of goods over 500$, employment of 1 year, promise in
consideration of marriage (pre-nups only now), promise to stand for the debt of
another, contract that by its term cannot completed within 1 year – according to the
statue of frauds must be in writing
Case Name: Kirksey v. Kirksey
Court: S.C. of Alabama, 1845
Citation: 8 Ala. 131.
Plaintiffs/Defendants: Widow (P), Brother of P’s husband (D)
Facts: Husband and child of P died. D offered her a place to live and raise her family
on his property. She moved there after she got the letter and was kicked off the land
in 2 years.
Procedural History: Court ruled in favor of P for 200 dollars.
Issues: Whether a promise to perform an action w/o a consideration is legally

enforceable?
Rules: If you do something based on a promise and other party receives nothing in
return it is not considered a consideration (Today that would be enforceable based
on the promissory estoppel doctrine).
Holdings on issues: No.
Reasoning: Moving her family was not a sufficient consideration because the other
party did not receive anything in return. The D’s offer was a mere gratuity.
Outcome: Reversed.
Questions:
Comments
Case Name: Ricketts v. Scothorn
Court: S.C. of Nebraska, 1898.
Citation: 57 Neb. 51, 77 N.W. 365.
Plaintiffs/Defendants: Scothorn (P in original trial), Ricketts (D in original trial)
Facts: Scothorn granddaughter of Rickett Sr. was given a note saying that she did not
have to work anymore because he was giving her 2000 dollars. He never expressly
offered the quid pro quo though of the money if she quits her job, so the money was
a gift. She did end up quitting her job and the grandfather died without giving her
the money. She sues for the money from the estate.
Procedural History: Judgment for the P in the original trial.
Issues: Whether she in acting upon the promise and making her position worse has
a right to the money even though the promisor never got anything in return.
Rules: When a party changes their position (for the worse?) based on a promise
from another party they have a right to the promise.
Holdings on issues: Yes
Reasoning: Because the grandfather must have considered that upon giving her the
note she might have quit her job and rely upon this money, and the fact that she did
quit her job and make her position worse, this is considered equitable estoppel and
thus she has a right to money.
Outcome: Affirmed
Questions: If she didn’t quit her job could she still have gotten the money? If a
person changes their position for the better based on a promise and then a person
doesn’t give them what they promised, do they still have a right to the promise.
Case Name: Allegheny College v. National Chautauqua County Bank
Court: Court of Appeals of NY, 1927
Citation: 246 N.Y. 369, 159 N.E. 173.
Plaintiffs/Defendants: Allegheny College (P), NCCB (D)
Facts: Mary Johnston pledged 5K to the college and including that the pledge should
be known as the Mary Johnston Memorial Fund. She paid 1K when she was alive
which the college set aside as a scholarship fund. She later sent a note saying she
wasn’t giving the pledge to the college. 30 days after she died the college sued.
Procedural History: Trial Term ruled in favor of the bank and so did the appellate
division.
Issues: (1) Does the size of the return benefit for the promisor matter? (2) Does a
minor task that one is not otherwise obligated to do constitute a consideration?
Rules: (1) When the plaintiff in return for a promise does something, no matter how
small, this constitutes a consideration. (2) Yes this can constitute a valid
consideration. When a duty attaches
Reasoning: Because there was a duty from the college to perpetuate the name of
Johnston, this duty constituted a bilateral agreement. OR as a result of the promisor
getting something in return this constitutes a consideration and therefore is legally
enforceable.
Outcome: Reversed.
Questions: This is pretty shitty brief

Case Name: First National Bank of Logansport v. Logan Mfg. Co.
Court: S.C. of Indiana, 1991
Citation: 577 N.E. 2d 949.
Plaintiffs/Defendants: Logan (original P), First Nat’l Bank (original D)
Facts: Max Brandt, senior loan officer working for the bank, wanted to bring new
business to town. Was interested in a company from Michigan that needed new
management and capital. Brandt was determined to help in the business if Garrett
and Moore were involved and they moved to Logansport.
Brandt gave them 80K to get a 2/3 interest in the company.
G & M then requested a loan on behalf of the company, which was denied but later
accepted w/o their signatures. The bank issued letters of commitment for these
loans with the provision that the loan had to be guaranteed by the state. Brandt
assured them however, that the bank didn’t need the states approval and they
would get the money either way. The bank refused to close on either loan. G & M
sued.
Procedural History: Trial court awarded money to Logan for (1) lost profits, (2) loss
of equity in equipment they owned, and (3) out of pocket expenses. Court of Appeals
affirmed loss of profits, denied loss of equity in equipment they owned because it
was not reasonably foreseeable, and denied personal expenses because it was
included in lost profits.
Issues: (1) If party A relies on a promise from party B that contains a provision of
the fulfillment of that promise from B, can the party A get damages for that
expectation of the fulfillment of the promise? (2) Should Party A be put in a place
where they would have been had the promise gone through or put back to their
original starting point?
Rules: If someone is promised something and he or she is at a detriment because

they acted on the promise than the promisor can be held responsible (promissory
estoppel).
If someone is promised something and he or she is at a detriment because they

acted on the promise then that person only gets made back to where they original
started not where they would be had the promise gone through.
Holdings on issues: (1) Yes but only if party B says that the provision of the
fulfillment will be fulfilled. (2) Original starting point.
Reasoning: (1) Promissory estoppel requirements were met because the bank
(Brandt) made it seem as if they were getting the loan and they acted on this
promise to their detriment. Therefore, the bank is at fault for their losses as a result
of their actions. (2)However, the bank is not responsible for the money they would
have made had the loans come through. The bank just needs to put them back to
where they were originally.
Outcome: nonsuit of loss profits (2 in reasoning) and decrease in value of certain in

equipment (lack of evidence) (1 & 2 in lawsuit). Affirmed recovery of personal
expense (3 in lawsuit) due to P.E.
Questions: Does it matter how big the detriment is to the person?

Case Name: Stearns v. Emery-Waterhouse Company
Court: Supreme Judicial Court of Maine, 1991
Citation: 596 A. 2d 72.
Plaintiffs/Defendants: Stearns (P), EW Co. (D)
Facts: Stearns was working at Sears in Marketing and was recruited by EW Co. He
was fifty years old and jury found that EW Co. president gave an oral contract to
employ Stearns for 5 years until he was 55 at 85k per year. He accepted. He was
fired 2-3 years later.
Procedural History: At trial, jury assigned damages equity to pursuant.
Issues: Whether an employee can avoid the statue of frauds based solely on his
detrimental reliance on the employers’ oral promise of continued employment.
Rules: Promissory estoppels cannot circumvent the statue of frauds. Equitable

estoppel can circumvent the statue of frauds.
Reasoning: It would be to easy for an employee to take advantage of this

circumvention if he were fired. All at will employees could recover damages.
Outcome: Remanded with direction to enter judgment for the defendant.
Questions:
Comments: An employee can circumvent the statue of frauds if he shows that his
employer acted fraudulently or tried to deceive him but the focus is then on the
employers’ behavior and not on the employee’s reliance.
Equitable estoppel – a situation in which one party makes an ascertain of past or

present. I am Bill Gates and therefore have the financial resources to enter into this
contract. I factual represent to you that I have X in bank. These facts people may
rely. A statement of fact, either right or wrong.
If Emery said they were building three new stores that would need managers and he
based his decision on this – i.e. equitable estoppel, then he could recover damages.
Promissory estoppel – a reliance on a promise, committing on conduct into the

future.
Case Name: Billman v. V.I. Equities Corporation
Court: U.S. Court of Appeals for the Third Circuit, 1984
Citation: 743 F.2d 1021
Plaintiffs/Defendants: Billman (P), V.I.E.C. (D)
Facts: Billman gave land to Hilty who sublet the alley to King’s enterprise and they
made transferred the property to an entity not associated with Hilty against the
contract. They had a lease that inspired in 2001 one day before Hilty had to give up
the lease. Hilty’s lawyer wrote a letter to extend the lease 10 years before the lease
expired. The lawyer sending the letter did not represent Hilty when he sent the
letter. He represented someone that did not have the option. Alley associates went
on as though they had exercised the option to renew in the lease. They made
significant improvements to the land. The company continued to treat them as
though they had lease. 3 or 4 days after the option to extend had expired Billman
kicked them off the land.
Procedural History: Trial court ruled in favor of P, viewed it as a case of equitable

estoppel. Implicit insertion that the letter sent by the lawyer was effective.
Issues: whether the fact they should have known that his assertion of fact was not
good cancels out equitable estoppel. Whether someone can implicitly make a
promise.
Rules: If you are making an assertion of fact the reliance on the assertion of fact
must be reasonable. If teacher says he is Bill Gates, he is clearly not, no reliance.
Holdings on issues: Yes and Yes.
Reasoning: The lawyer should have known that the factual assertion was wrong by
the mistake of the letterhead. They knew or should have known that the factual
assertion was wrong and therefore equitable estoppel can’t be applied.
Outcome: Affirmed.
Questions:
Comments: In opinion they said it was an issue of promissory estoppel and not
equitable estoppel. It was a promise by Billman that he would not abide by the
original contract and D did not know that he would back of this promise.
Case Name: Thomason v. Bescher
Court: S.C. of N.C., 1918
Citation: 176 N.C. 622, 97 S.E. 654.
Plaintiffs/Defendants: Thomason (P), Bescher (D)
Facts: Thomason gave a dollar for the open promise that he could buy the timber on
the land provided that Thomason paid 6K. He accepted the offer and told one of the
Bescher’s he would. The next they redacted and he sued.
Procedural History: Trial court found that Thomason did not pay the 1$ but could
pay the 6K. They gave Thomason a decree of specific performance.
Issues: Are offers under seal enforceable at equity? (i.e. Is a contract that was
previously signed by one party, accepted by another, and then redacted by the
original party enforceable?)
Rules: When an offer is made under seal (in writing), a person cannot close the
promise until the time designated, and the stipulations of the promise can be
enforced if accepted.
Reasoning: Someone who makes an offer under seal has thought and considered the
ramifications of the offer and this justifies a lack of consideration.
Outcome: Affirmed
Questions:
Comments: Pre-contractual obligations. Parties need to know when they can walk
away from a contract. That is why there is a magic moment of contract formation.
Case Name: James Baird Co. v. Gimbel Bros.
Court: U.S. Court of Appeals, 2nd Circuit, 1933
Citation: 64 F. 2d 344.
Plaintiffs/Defendants: James Baird (P), Gimbel Bros. (D)
Facts: A building was to be constructed and built by the lowest bidder. D sent
someone to take measurements of the building and calculate linoleum needed. They
calculated half of what was needed in dollars and sent this price to the bidders
saying “if successful in being awarded this contract, it will be absolutely guaranteed,
… And we are offering a reasonable price.” The bid was sent in by the winning
contractor (Baird) based on the prices and then he got a letter saying the price of the
linoleum has doubled. He got the letter saying the price had doubled before he was
awarded the winning bid. He sued or breach of contract when he couldn’t get it for
the original price.
Procedural History: Judge originally ruled for the defendant.
Issues: Whether there was an enforceable contract between the P and D or it was a
revocable offer and revoked before the P told the D the acceptance of his bid.
Rules:
Holdings on issues: It was revocable
Reasoning: There was no consideration and it was not a bilateral contract because
by submitting the bid to the contractor and the contractor submitting his bid to the
government, it did not mean the contractor was bound to go with the subcontractor.
This is not a promissory estoppel because there was a condition guaranteed to the
bid. That condition was that “if successful in being awarded the contract, it will be
absolutely guaranteed” that they could get the product for the price offered. They
were not at the time that the bid was revoked successful in getting the bid and
therefore not guaranteed that they could get the product for the price offered.
Outcome: Affirmed.
Questions: Why does promissory estoppel not apply? He did not detrimentally rely
on it because it was only a bid. The judge said that he should not have relied upon
the bid. You need a promise not an unaccepted offer.
Option contracts are enforceable w/o consideration but a purported consideration

needs to be in option contract.
Comments: The use of the bid was not acceptance. An offer is not a promise.
An offer is a conditional promise where the condition is acceptance.
Case Name: Drennan v. Star Paving Co.
Court: S.C. of California, 1958
Citation: 51 Cal.2d 409, 333 P.2d 757.
Plaintiffs/Defendants: Drennan (P), Star Paving Co. (D)
Facts: D put in a bid to a contractor for a job. P factored in the D’s price when he
made his bid, which was accepted. P stopped by D’s office (after the bid was
accepted and to pay him) and D immediately told P he could not do the job for the
price he stated and said that it would be twice as much. P tried to find someone to
do the job for the same price but the lowest he could find was 3k more.
Procedural History: Judgment for the P (3k) in an action to recover damages caused
by D’s refusal to perform certain paving work according to a bid submitted. D
appeals.
Issues: Whether there was an enforceable contract between the P and D or it was a
revocable offer and revoked before the P told the D the acceptance of his bid.
Rules: When a promisee relies on a promise and the promisor knows with a
substantial possibility that their promise would induce them to become reliant on
the promise then the promisor can be held liable for reliance damages.
Holdings on issues: Yes, there was an enforceable contract.
Reasoning: The D knew with substantial certainty that his promise might be relied
on in the contractors bid to the government and was relied upon. As a result of there
being no other way to compensate the P for the D’s bid, the D must pay reliance
damages.
Outcome: Affirmed.
Questions: E.A. Coronis Assoc. v. M. Gordon Construction Co.? What does the UCC
say? Does it depend on when the offer made by the government was accepted?
Comments: The D made no mention that his bid was revocable. The difference
between this case and Gimbel Bros. was that there was a conditional statement in
Gimbel Bros. of the guarantee of their product. Furthermore, when Gimbel Bros.
revoked the master bid by the general contractor was not accepted.
The use of the bid was not acceptance. An offer is conditional promise with the
condition being acceptance.
Chen says that this is the wrong decision. Much criticism.

Case Name: Goodman v. Dicker
Court: U.S. Court of Appeals, District of Columbia Circuit, 1948.
Citation: 169 F.2d 684.
Plaintiffs/Defendants: Dicker (appellee, P), Goodman (appellant, D)
Facts: Goodman distributor of Emerson Radio and Phonograph Corp. and

encouraged Dicker to open a “dealer franchise.” Trial court found they induced
Dicker to incur expenses in preparing to do business under franchise. Appellants
represented that the application had been accepted and they would get 30-40
radios. No radio’s delivered and application denied. Dicker sued.
Procedural History: Court was tried w/o a jury and found no contract was given but
that they relied on the statements of representatives to their detriment. Judgment
for Dicker/P in the amount of 1.5k covering outlays (1.15k) and sales of radios
(350$).
Issues: Whether the D can recover money from outlay and sales of radios.
Rules: If someone leads someone to do something they otherwise would not have
done and that person incurs a loss as a result of the expectation not fulfilled, that
person is eligible to receive compensation for only the reliance not the bargained for
exchange.
Holdings on issues: outlay’s yes, radios no.
Reasoning: D contends no liability because if they got the dealer franchise it would
have been terminable at will. This does not hold because the expenses incurred
were in preparation for the franchise that they were told they would get. However,
the true loss is the one from the expenditures and not the money lost from profits
on the initial radios because they were never received or paid for.
Outcome: Affirmed with modifications.
Questions:
Comments: Estoppel: He who by his language or conduct leads another to do what

he would have otherwise not done shall not subject that person to loss or injury
because they have disappointed on their promise upon which he acted.
Case Name: Raffles v. Wichelhaus
Court: Court of Exchequer, 1864.
Citation: 2 Hurlstone & Coltman 906.
Plaintiffs/Defendants: Raffles (P), Wichelhaus (D)
Facts: P was going to sell to D 125 Bales of cotton for 17.15 pence/lb. The D would
pay at a later time after the goods arrived. The cotton was to come a ship called the
“Peerless.” Two ships were coming with that same name. The cotton arrived, on the
first Peerless ship and P was ready to deliver them the D did not want them and
would not pay for them. He was waiting for the second Peerless. P sued.
Procedural History: Demurrer.
Issues: whether a mistake as to which ship the cotton was to arrive is a valid defense
for failure to perform?
Rules: consensus ad idem must be present for a contract to be enforceable. If there

is latent ambiguity and parol (oral) evidence showing they meant to different things
the contract is void.
Reasoning: When there is no consensus ad idem (meeting of the minds) present a

contract is not enforceable. To show this there must be some latent ambiguity and
parol (oral) evidence (one person says he meant this and other person says he
meant that) showing they meant two different things the contract is void. This
occurred in this case because the P meant one ship and D meant the other.
Furthermore the Contract just says the Peerless so there is ambiguity.
Outcome: Judgment for the D.
Questions:
Comments: Dissent says what does it matter where the cotton came from?
Case Name: Embry v. Hargadine-McKittrick Dry Goods Co.
Court: Court of Appeals, Missouri, 1907.
Citation: 127 Mo.App. 383, 105 S.W. 777.
Plaintiffs/Defendants: Embry (P-Appellant), HMDR Co. (D-Appellee)
Facts: Embry was employed by contract until mid. Dec. At the end of Dec. he went to
McKittrick (the president of the Co.) and said he would quit w/o an understanding
or a contract. McKittrick said “you’ll be all right and not to worry.” Embry took him
at his word but was told in Feb. he was getting fired. McKittrick said that in the
conversation he never promised to renew the contract.
Procedural History: The court gave instructions for the jury that were not as strong
as the testimony of Embry. The error in the court that the higher court finds is that
the jury was told that the both parties must have intended by the conversations they
had to contract with each for another year.
Issues: Whether both parties must have intended for the subsequent contract in
order for it be valid or if there words or acts alone, judged by a reasonable person as
construing a contract, is enough.
Rules: If the words used are sufficient to make a contract, it does not matter what
the parties inner intentions were. The intentions that words or actions indicate are
the extent intentions can be influential. (Think to Hawkins v. McGee – McGee did not
intend to make a contract but his words/actions indicate that he did.)
Holdings on issues: Words or acts alone, judged by a reasonable man to constitute a

contract is enough to make a contract.
Reasoning: If the words used are sufficient to make a contract, it does not matter
what the parties inner intentions were. The intentions that words or actions
indicate are the extent intentions can be influential. By the court saying that both
parties must have intended for the conversation to constitute a contract is wrong.
The court should have said, “if you find that a reasonable person would believe that
what both parties said/did constituted a contract then you must return a verdict for
the P.”
Outcome: Affirmed and remanded.
Questions:
Comments:
Case Name: Kabil Development Corp. v. Mignot
Court: S.C. of Oregon, 1977.
Citation: 279 Or. 151, 566 P.2d 505.
Plaintiffs/Defendants: Kabil Dev. Corp. (P-appellee), Mignot (D – appellants)
Facts: Oral agreement that Mignot would provide helicopters for a construction job.
Kabil talked to a Mignot representative and told him about the job and they told him
about their quoted price, which they put into their bid. Later they told him the bid
had been accepted. They deny the contract and say that before accepting they said
they would have to make sure it was safe and economically feasible. After inspection
they told him it was not safe or economically feasible.
Procedural History: Judgment for the P awarding damages for breach of contract. In
the testimony at court, the judge let him answer questions on whether he felt a
contract had been formed even though objections were raised that it did not matter,
only objective manifestations of what was said mattered.
Issues: Whether trial court’s ruling on testimony and instructions led jury to
erroneously find a contract based on subjective intents and expectations rather than
objective manifestations of mutual assent.
Rules: A party can testify as to their perceptions of the negotiations in order to shed
light on their behavior and their perceptions of the negotiation.
Reasoning: There was a use for the testimony that stated Kabil believed there was a
contract. That use was that it would shed light on his actions and the actions of the
company. As long as the jury didn’t believe that his statements weren’t anything
more then information on his behavior and the perceptions of the parties in the
negotiation, the testimony was ok.
Outcome: Affirmed.
Questions:
Comments:
Case Name: Lucy v. Zehmer
Court: S.C. of Virginia, 1954
Citation: 196 Va. 493, 84 S.E.2d 516.
Plaintiffs/Defendants: Lucy (P), Zehmer (D)
Facts: Lucy bought the farm.
Procedural History: Held that it was not a K.
Issues:
Rules:
Holdings on issues:
Reasoning: Lucy tried to give him 5 dollars and Zehmer said no this is just a joke.
This happened after his wife signed it. Was the K formed before Mr. Zehmer said this
was all a joke? Yes.
Outcome: Reversed and remanded.
Questions:
Comments:
Case Name: Morrison v. Thoelke
Court: District Court of Appeal of Florida, 1963.
Citation: 155 So.2d 889.
Plaintiffs/Defendants: Morrison (P, Appellee, counter-D), Thoelke (D, Appellant,

counter-P).
Facts: Appellants/Thoelke sent a contract for property to the appellees/Morrison

who signed it and mailed it to the attorney of the appellants/Thoelke. Before it got
to the attorney, the appellants/Thoelke cancelled the contract.
Procedural History: Summary final decree in favor of P. P sued for quiet title so that
the appellee would be urged not to bring a claim under a recorded contract for the
sale of the land. Appellants counterclaimed, seeking performance of the contract and
conveyance of the land to them.
Issues: Whether a contract is complete and binding when an acceptance letter is

mailed or whether a contract is complete and binding upon letter of acceptance. If
latter is true, a contract can be repudiated prior to receipt, if not, it can’t be
repudiated.
Rules: A letter of acceptance for an offer is good as soon as it is mailed out.

Restatements Section 63 says it is good as soon as it is out of the offeree’s
possession.
Holdings on issues: Complete when acceptance letter is mailed.
Reasoning: If a contract is formed and it must be accepted either when it is mailed

or upon receipt there is going to be some inconvenience for either the offeror or the
offeree. Also one of the parties will be bound w/o knowing it. Better the offeror
because they are the one that sent the offer and the offeree can begin there side of
the bargain once they send it.
Questions:
Comments: quiet title – an action brought to establish a party’s title to real property
(land) with the hopes to quiet any other person’s claim to the land.
Case Name: Moulton v. Kershaw
Court: S.C. of Wisconsin, 1884.
Citation: 59 Wis. 316, 18 N.W. 172.
Plaintiffs/Defendants: Moulton (P), Kershaw (D)
Facts: D wrote to P in hopes to sell salt. They said they are authorized to offer salt at
said price and they would be pleased to receive their order. P asked for 2k barrels
and D revoked the previous letter.
Procedural History: P sued for recovery of damages (800$). Ds’ demurrer to the
complaint was overruled and the Ds appealed.
Issues: Whether a general advertisement for business and acceptance of the

advertisement constitutes a contract.
Rules: If there is a level of uncertainty in the offer it should not be construed as an

offer but a mere solicitation.
Reasoning: The offer was too vague and the words they use to do not constitute a
contract but a mere solicitation. A mere statement of intention or invitation to a deal
does not constitute a contract.
Outcome: Reversed, demurrer granted.
Questions:
Comments:
Case Name: Petterson v. Pattberg
Court: Court of Appeals of N.Y., 1928
Citation: 248 N.Y. 86, 161 N.E. 428.
Plaintiffs/Defendants: Petterson (P), Pattberg (D)
Facts: P owned a parcel of land. He owed money to D for the land (in the form of a
bond). D agreed to accept 780$ less than the full money if it was paid in May and he
paid his regular payment which was due in April. He paid his regular payment in
April and in May he came to the house with the full sum (- the 780 he said he didn’t
have to pay if he paid in April). The D had sold the bond to someone else and so
Petterson owed the full bond. The P sued for recovery of the sum (780$ + interest).
Procedural History: Trial court and app. Division found for P.
Issues: Whether someone who enters a unilateral contract (i.e. a promise in

exchange for a performance of an act) can withdraw before the performance is
rendered.
Rules: Unless the performance has been rendered in a unilateral contract the person
making the promise (or the offeror) can cancel the contract, even if the offeree is
approaching to perform the act.
Reasoning: The P had said he has come to pay the mortgage but the D told him that
he had already sold this mortgage. This in effect would be the same as saying the
contract is revoked. Therefore, because he did not pay the money, or render the
performance, the contract was cancelled.
Outcome: Reversed P, action dismissed w/ cost to D.
Questions:
Comments: tender performance: The present and immediate ability to present a

performance.
Case Name: Carlill v. Carbolic Smoke Ball Co.
Court: Court of Appeal, 1892.
Citation: 1 Q.B. 256.
Plaintiffs/Defendants: Carlill (P), CSB Co. (D)
Facts: CSB Co. put in an advertisement that they would give 100 Ł to anyone who got
influenza while taking the CSB as directed. They said the money was deposited in
the bank to show their sincerity. The P bought the product based on the
advertisement, took it as directed and got influenza.
Procedural History: Judgment for the P.
Issues: Whether someone must notify the offeror of their acceptance of a contract.
Whether this has consideration.
Rules: If someone offers a contract that has consideration and is stated in a way that
notification is not required (in some types of transactions) and someone performs
the terms of the contract, it is enforceable.
Holdings on issues: No and yes.
Reasoning: The advertisement was not a “mere puff” because they said the money to
back up their offer was deposited in a bank (which they named) to show their
sincerity. The sincerity of their promise. They argue that the offer was not made to
anyone but in fact the offer was made to everyone who performed the conditions.
They do not need to notify someone of their acceptance of the offer, they can do it at
the same time they notify them of their completion of the terms. This can be the case
in contracts of this type were notification is not stated.
There is consideration because although using the balls does them little direct
benefit (what do they care if people stay healthy?), the indirect use of people buying
their product is enough consideration.
Outcome: Appeal dismissed.
Questions:
Comments:
Case Name: CoBaugh v. Klick-Lewis Inc.
Court: Superior Court of Penn., 1989.
Citation: 385 Pa.Super. 587, 561 A.2d 1248.
Plaintiffs/Defendants: CoBaugh (P), Klick-Lewis Inc. (D)
Facts: Klick-Lewis had a car at the ninth hole that said if you get a hole-in-one you
get it for 49$ over factory invoice. P got a hole-in-one but the D wouldn’t give the car
because the car and sign were there for a previous tournament.
Procedural History: Parties entered stipulation regarding facts and entered for a
summary judgment. P won and D appealed.
Issues: Whether the contract voidable because of a mutual mistake (no meeting of
the minds).
Rules: If someone in a unilateral contract reasonably believes that the contract is

still outstanding and they perform the acts stipulated, they have a right to the
promise.
Reasoning: There was consideration (performing the feat). As a result of the P

reasonably believing that the contract was still outstanding and his performance of
the acts stipulated, he is entitled to the car. It is the manifested intent of the offeror
and not his subjective intentions that constitute an assent to a contract. The mistake
was the offerors because he did not exercise due care in putting in the sign that it
was for the specific tournament or taking down the sign. The mistake was not
mutual (section 20 restatements).
Outcome: Affirmed.
Questions:
Comments: K formed when she caught influenza

Case Name: Allied Steel & Conveyors, Inc. v. Ford Motor Co.
Court: U.S. Court of Appeals, 6th Circuit, 1960.
Plaintiffs/Defendants: Ford (P), AS & C, Inc. (D)
Facts: Ford put in a provision in one its contracts stating that AS & C, Inc. would take
all the liability if one of its workers or Fords’ workers got injuries. This provision
would take effect when they got the acknowledgement copy. AS & C, Inc. sent the
copy in Nov. but started installing in Sept. Someone got injured during the
installation in Sept.
Procedural History: Judgment for Ford. AS & C, Inc. appealed.
Issues: Whether a provision in a certain written agreement purporting to hold D at

fault was binding at the time the damages were sustained.
Rules: Even if a suggested method of acceptance is brought forth, another method of

acceptance can be used as long as it signifies the agreement is accepted.
Reasoning: The court reasons that receiving the acknowledgement page was the
suggested method of acceptance but this does not preclude other forms of
acceptance. When AS & C undertook performance of the work they were in essence
accepting the contract. If they began the work and Ford accepted the benefits of the
work, they could not complain there was not contract.
The part performance (knocking on the door) was the counteroffer with the same
terms and Ford accepted it.
Outcome: Affirmed.
Questions:
Comments: The part performance was the acceptance.

Case Name: Davis v. Jacoby
Court: S.C. of California, 1934.
Citation: 1 Cal.2d 370, 34 P.2d 1026.
Plaintiffs/Defendants: Davis (P), Jacoby (D)
Facts: An aunt and uncle promised to leave everything to their niece (P) if they came
down to visit them and take care of them before they died. The P lost over 8k by
coming down to visit. The aunt and uncle left them nothing.
Procedural History: P appeals from court not granting specific performance to make
a will.
Issues: Whether this promise was enforceable or not.
Rules: In hazy situations of bilateral or unilateral contracts assume it is a bilateral

one. Also look for other evidence such as mode of acceptance or what the promise
asks.
Holdings on issues: Yes, enforceable.
Reasoning: If it were a unilateral contract it would not be enforceable because the

offer would have been revoked when Mr. Whitehead (the promisor) died. It was a
bilateral contract however because (1) in hazy situations it should be assumed to be
a bilateral contract, (2) he asked for a reply to his offer in the mail, thus asking for
the return promise, and (3) it asked for the P to take care of the aunt and uncle until
their deaths and if Mr. Whitehead died first he must have assumed they would keep
their promise and take care of his wife until she died.
Outcome: Reversed
Questions:
Comments: A unilateral contract is one in which a promisor receives the

performance of an action for his promise. A bilateral contract is a promise for a
promise.
Case Name: Brackenbury v. Hodgkin
Court: Supreme Judicial Court of Maine, 1917.
Citation: 116 Me. 399, 102 A. 106.
Plaintiffs/Defendants: Brackenbury (P), Hodgkin (D)
Facts: The mother sent a letter offering to give her daughter the house she lived on,
the use and income of the house while they lived there, and the use of household
goods, if she she moved to Maine and took care of her. She gave her son the property
deed.
Procedural History: Judgment for P for reconveyance of the land to them and an
action for D to stop evicting them.
Issues: is there a valid contract? Does the young couple have an equitable interest in
the land? Did the P’s breach?
Rules: A person has an equitable interest in the property they will get if they
perform the action and they have started performing the action. Someone does not
reach a unilateral contract if the promisor causes them to breach it.
Holdings on issues: Yes, Yes, No.
Reasoning: Yes valid contract from the letter. Yes they have an equitable interest
when they start performance of the contract. No it was not their fault. The mother or
P breached the contract which would mean they could still perform the contract.
Outcome: Affirmed.
Questions:
Comments:
Case Name: Obering v. Swain-Roach Lumber Co.
Court: Appellate Court of Indiana, 1927.
Citation: 86 Ind.App. 632, 155 N.E. 712.
Plaintiffs/Defendants: S-R Lumber Co (P – appellee), Obering (D – appellant)
Facts: The father died and left his land to his family. They signed an agreement
selling the land to the timber company with the condition that they sell it back to
them for 8k after they removed all the timber within 4 years. They tried to sell it
back to them and they repudiated.
Procedural History: D refused to accept deed and P sued for specific performance.
Judgment for P for specific performance.
Issues: is the contract invalid for “want of mutuality?”
Rules: mutuality may not be present when the contract is signed but when someone
performs an action in the contract, mutuality exists.
Reasoning: Although mutuality may not have been present when they signed it was
present when they bought the land. The contract became enforceable once the P
started the performance of the action i.e. clearing off the tree from the land.
Outcome: Affirmed.
Questions:
Comments: It says if swain roach buys the land. The heirs made the case they were
no obligated to buy back the land because there was no K to buy the land in the first
place.
At the time the K was signed there was no K.
When they came back this was a counteroffer that they accepted.
Case Name: Wood v. Lucy, Lady Duff-Gordon
Court: Court of Appeals of N.Y., 1917
Citation: 222 N.Y. 88, 118 N.E. 214.
Plaintiffs/Defendants: Wood (P), Lucy (D)
Facts: D employed P to have exclusive rights to place her endorsements on the

designs of others, to sell her own designs and to license others to market them. They
were to split the profits 50/50 on all contracts he might make. These rights were to
last one year and then be able to renew every year after that. The P did not promise
in the agreement that he would use reasonable efforts to place the D endorsements
or market her deigns. She placed her endorsements on things w/o his knowledge
and kept the profits for herself.
Procedural History: He sues for damages and a demurrer was granted for the D.
Issues: Whether there was a contract?
Rules: The strictest terms need not be used in a promise so long as it is implied.
Reasoning: Her giving him the exclusive rights makes it implied that he would
market her. The court should not assume that the D was at the P’s mercy. The court
should assume that the business organization should be used for the purpose it was
adapted. She got half the money and if he did nothing she would get nothing. It
should be assumed that there was an implied promise and that both parties agreed
there was an implied promise by the way the business was set up. His promise was
to reasonable effort to market her for the 50% of the money he was getting.
Outcome: Reversed and the order of special term affirmed.
Questions:
Comments: There is some benefit not to make every party lay out everything the
parties have to do.
Case Name: Omni Group, Inc. v. Seattle-First National Bank
Court: Court of Appeals of Washington, 1982.
Citation: 32 Wash.App. 22, 645 P.2d 727.
Plaintiffs/Defendants: Omni (P), S-F Nat. Bank (D)
Facts: D signed exclusivity-listing agreement with Royal Realty Co. for the sale of 59
acres at 3k/acre. Omni signed earnest money agreement for 2k/acre and D signed
but told Royal to obtain further consideration by making Omni make certain
improvements on adjacent land not up for sale. They did not communicate this
other consideration. Earnest money agreement said they will take a look at the
property and see if it is suitable for development. Omni did not do the feasibility
study but went ahead and bought the land and agreed to the other term when the D
told them about it. Clark refused to give them the land.
Procedural History: D wins in action P to enforce an earnest money agreement for

the purchase of realty owned by the P.
Issues: Whether Omni’s promise was illusionary.
Rules: A promise with a condition does not necessarily make it illusionary as long as
it is not completely subjective i.e. a person/company can put in a good faith effort. If
a reasonable person would be satisfied then the K is good.
Reasoning: No because it is only a condition. They had to make a good faith effort to
obtain the engineer and architectures feasibility report and evaluate it with the
same good faith. They could not disregard the whole deal for some other reason
then the report.
Outcome: Reverse.
Questions: Satisfactory is subjective. What is the objective standard?
Comments: There is no enforceable contract when one of the promises is illusionary.
Even a subjective satisfaction clause must be in good faith.

Case Name: Sun Printing & Publishing Ass’n v. Remington Paper & Power Co., Inc.
Court: Court of Appeals of N.Y., 1923.
Citation: 235 N.Y. 338, 139 N.E. 470.
Plaintiffs/Defendants: SP & P Association (P), RP & P Co., Inc.
Facts: P agreed to buy and D sell 1k tons of paper/month from Sept. 1919 to Dec.
1920. 16k tons. The price of the paper was set till Dec. 1919. In Dec. they needed to
set a new price and decide how long the price would be used. The new price was
agreed that it would not be higher than the Canadian Export Paper Co. No new price
or time period for the price could be agreed upon so the D did not deliver paper.
Procedural History: P brought suit that Canadian Export price automatically is

applied. Appellate division decision for P.
Issues: Were the parties bound to agree on a price and term and is their failure to do
so breach?
Rules: If there is a statement in contract that they must in the future agree on
something, failure to agree does not constitute breach of contract.
Holdings on issues: No and No.
Reasoning: The contract was worded so they had an agreement to agree. The court
cannot change the contract so they have to take the market price. That is not what
the contract said. Further, court disregarded motive of P and said the D had not
stated that a true cause of action that the D arbitrarily refused to negotiate.
Outcome: No cause of action. Judgment in favor of D.
Questions:
Comments: Difference between this and Lady Duff – this case purposely put it off so
they can get out of the K. They failed to meet the standard they should have of
setting the paper. This would have the court remake the K. If parties have not
entered into a K they don’t have to bargain in good faith to enter into a K.
Case Name: Empro Mfg. Co. v. Ball-Co Mfg., Inc.
Court: U.S. court of Appeals, 7th Circuit, 1989.
Plaintiffs/Defendants: Empro (P), Ball-Co (D)
Facts: P talked to D about purchasing assets. Sent a letter of intent both signed. The
letter of intent stated that P must be satisfied by the final agreement in order to be
liable. They must also get the shareholders and board of approvals okay before they
sign. D ended up negotiating with another company.
Procedural History: P brought suit saying the letter of intent made it so D could sell
only to them. Dismissed the complaint after looking at the letter of intent for failure
to state a claim on which relief could be granted. The judge said because the
agreement had “subject to” twice in the document it held no force. Appealed by P.
Issues: Whether the letter of intent was a valid contract.
Rules: if a party signs a letter of intent and then a matter is reached where they
cannot agree, they are free to do the business elsewhere if there letter of intent gives
them that out.
Reasoning: The letter of intent gave both parties an out if they did not want to do
business or could not reach an agreement. The fact that the P incurred expenses is
not a valid consideration because it is the normal cost of doing business.
Outcome: Affirmed.
Questions:
Comments: A letter of intent or other preliminary agreement might bind the parties
in the immediate future.
2 types of binding preliminary agreements

1) it is just a formality until a more formal one is drawn up – this is binding
2) it is one where they agree on the major issues but they need to work at the
kinks. Not binding but a good faith negotiations need to be put in.
Case Name: Livingstone v. Evans
Court: S.C. of Alberta, 1925.
Citation: 4 D.L.R. 769.
Plaintiffs/Defendants: Livingstone (P), Evans (D)
Facts: D wrote P that he would sell land for 1.8k. The P replied to send the lowest
price possible and that he could 1.6k. D replied couldn’t reduce price. P wrote that
he would accept the offer immediately on receipt of this. In the meantime D entered
into another contract.
Procedural History:
Issues: Whether his counter-offer was in law a rejection of the D’s offer, which frees
him from the contract.
Rules: If someone makes an offer and it is accepted it become a contract. If someone

rejects an offer it thereby ended and it cannot be accepted afterwards w/o the
consent of the person who offered it.
Holdings on issues: Yes and No.
Reasoning: The counter-offer has been established as rejection of the original offer.
After this the D was clear from making any contract with the P. However, his reply of
“cannot reduce price” gave the impression that it was still open and a renewal of the
original offer. Therefore, it gave the P the right to bind the D.
Outcome: D has to sell land to P and the subsequent contract to sell to third party is
no good.
Questions:
Comments:
Case Name: Richardson v. Union Carbide Industry Gas, Inc.
Court: Superior Court of N.J., Appellate Division, 2002
Citation: 347 N.J.Super. 524, 790 A.2d 962.
Plaintiffs/Defendants: Richardson (original P), UCIG, Inc. (original D)
Facts: Richardson got injured working with machinery put in Rage for Hoeganaes.
Both Rage and Hoeganaes were sued and both had clauses saying they are not
responsible if anything happens (indemnity clauses).
Procedural History:
Issues: Whose indemnity clause is binding if any?
Rules: If two people/companies sign a contract that has conflicting clauses they are
both null. Any gap is filled by default UCC rules.
Holdings on issues: neither. “knock-out” rule applies.
Reasoning: The majority opinion is that neither are clauses are binding if they are
conflicting. There was no meeting of the minds on this part of the contract but they
agreed on the rest of the contract so they are both null.
Outcome: Affirmed.
Questions:
Comments:
Case Name: ProCD, Inc. v. Zeidenberg
Plaintiffs/Defendants: ProCD, Inc. (P), Zeidenberg (D)
Facts: P sells CD with names of people and phone numbers for commercial use of
finding a customer at one price and as a digital phone for another price. There
licensing agreement is on the inside of the box. D bought the product and put it on
the Internet available to anyone for a cheaper price than P. P sues.
Procedural History: Judgment for the D.
Issues: Whether the P needed to put the terms and conditions on the outside and
whether the contract was formed from what he bought at the store or another
contract could be formed elsewhere?
Rules: People need not be informed of licensing agreements when they buy the
product.
Holdings on issues: No need not put the terms and conditions on the outside and
another contract can be formed elsewhere.
Reasoning: He agreed by purchasing that he was subject to licensing. Further, he

had an opportunity not to accept the licensing agreement but did. The UCC permits
contracts to be formed in other ways then at the store or when you buy the product
to make it easier for the customer and seller. This other way was through the
licensing agreement on the CD and in the box. He did not have to agree but could
have returned it.
Questions:
Comments: Some vendors have “shrinkwrap licenses” that become effective when
you open the shrinkwrap. This way they put the licensing agreement on the outside
of the wrap and you can read it before opening and they don’t have to put the
information on the box. ProCD didn’t have this.
Case Name: Hobbs v. Massasoit Whip Co.
Court: Supreme Judicial Court of Mass., 1893.
Citation: 158 Mass. 194, 33 N.E. 495.
Plaintiffs/Defendants: Hobbs (P), Massasoit Whip Co. (D)
Facts: P sent D eel skins. P got no notice D did not want eel skins. P sent eel skins to
D on numerous occasions. There was a standing offer for the eel skins by the D.
Procedural History: Judgment of the P. D takes exception with jury instruction.
Issues: Whether the jury instructions were wrong in saying that they must find for
the P even if there is no contract, if the skins are sent to D and the D thinks that the
man who sent them believes the D is taking them but does nothing and does not
notify P.
Whether conduct which imports acceptance is indeed acceptance.
Rules: Restatement 69 – silence and inaction operate as acceptance where because

of previous dealings, it is reasonable that the offeree should notify the offeror if it
doesn’t intend to accept.
Holdings on issues: No and Yes.
Reasoning: The silence on the D’s parts + past dealings + keeping them for an
unreasonable amount of time = acceptance.
Outcome: Exception overruled.
Questions:
Comments:
Case Name: Martin v. Little, Brown & Co.
Court: Superior Court of Penn., 1981.
Citation: 304 Pa.Super. 424, 450 A.2d 984.
Plaintiffs/Defendants: Martin (appellant - P), Little, Brown & Co. (appellee - D)
Facts: P sent a letter saying a certain book had been copyrighted. Offered to send his
book with highlighted passages. Sent his book to them and they sent a receipt. D
sued for copyright infringement and P sued for some money from their suit.
Procedural History: demurrer granted.
Issues: Whether a contract was formed at any time during the writings.
Rules: When the circumstances indicate that one’s work has been given voluntarily,
and intention to pay cannot be inferred.
Reasoning: At no time in the letters did the P try to negotiate and at no time did the
D offer the P a promise. His work was given voluntarily so intention to pay cannot
be inferred. The party must do something which shows their promise to pay is
inferred. Not a quasi-contract.
Outcome: Affirmed.
Questions:
Comments: quasi-contract – unjust enrichment – it must be shown by the facts

pleaded that a person wrongly secured or passively received a benefit that it would
be unconscionable to retain…
Volunteers have no right to restitution.

Case Name: Morone v. Morone
Citation: 50 N.Y.2d 481, 429 N.Y.S.2d 592, 413 N.E.2d 1154.
Plaintiffs/Defendants: Morone (unmarried wife – P), Morone (unmarried husband -

D)
Facts: The first cause of action was compensation for domestic duties in an
unmarried relationship w/o an expressed contract. She says she expected
compensation and he knew this. They filed joint tax returns.
The second cause of action was compensation for an oral agreement that she would
perform domestic duties and he would take care of the business, take care of D and
do right by her, and that the net profits from the business were to be used for an
equal benefit of both P and D. P commanded she not obtain employment. Since 1975
he has not done this.
Procedural History: Both cases dismissed.
Issues: whether a contract as to earnings and assets may be implied in fact from the
relationship of an unmarried couple living together and whether an express
contract of such a couple on those subjects is enforceable.
Rules: It is not reasonable to infer an agreement to pay for the services rendered in a
relationship when the services in the relationship are normally rendered
gratuitously.
Holdings on issues: No and Yes.
Reasoning: Common-law marriage is abolished in N.Y. and it is impractical to imply

a contract based on earning and assets of an unmarried couple.
Second cause of action sustained because it is a contract and it does not have to be
in writing.
Outcome: Affirmed that first complaint is dismissed and reversed that second
complaint should held.
Questions:
Comments:
Case Name: Mitchell v. Lath
Citation: 247 N.Y. 377, 160 N.E. 646.
Plaintiffs/Defendants: Mitchell (P), Lath (D).
Facts: Lath owned a farm and ice house on someone else’s land. Mitchell (P) bought
farm but in consideration for this Lath (D), promised to remove the ice house.
Relying on this promise, P bought the house but D did not remove the house.
Procedural History: Judgment for the P in Appellate Division and Special Term.
Issues: Whether an oral agreement may be enforced in a court of equity.
Rules: Where one contract which is oral and one which is written and the one is
entered into wholly or partly by consideration of simultaneous agreement, the
transaction are necessarily bound together. (When you make one contract based on
another contract (one oral and one written), the contracts are bound together.) The
problem arises whether the bond is sufficiently close to prevent proof of the oral
agreement (If the oral agreement is closely related to the written contract it should
be in the written contract! Why would someone not put something closely related to
a written contract in the written contract? – this is the decisive factor).
Test to see if the oral agreement can be enforceable, must satisfy all three
conditions:
1) The agreement must be in the form of a collateral one
a. This is confusing
2) It must not contradict express or implied provisions of the written contract
3) It must be one that the parties would not ordinarily be expected to put into
writing or the writing must not appear to contain the engagement and to
define the object and measure the extent of such engagement.
Holdings on issues: Yes if it satisfies all the conditions.
Reasoning: An oral agreement is enforceable if it satisfies all the conditions. This

agreement did not. (1) It satisfies the first condition because the P made the
agreement for the collateral of the house to be removed. (2) It may or may not
satisfy the 2nd condition because the contract seems whole so the implied provisions
is that all the parties need to do is in the contract. (3) It does not satisfy the 3 rd
condition because the parties would ordinarily put everything that the parties need
to do in a contract as complete as this and the contract is so whole that it does
contain the engagement and defines the object and measure of the extent of the
engagement.
Outcome: Reversed and dismissed.

Questions: what is a court of equity? What other courts are there to settle disputes?
Comments: Dissenting says that the agreement is not closely related to the written
contract because the written contract was for the sale of the land and ice house was
not on the land.
This is called the rule of integration!

Or the parol evidence rule.
Case Name: Hatley v. Stafford
Court: S.C. of Oregon, 1978.
Citation: 284 Or. 523, 588 P.2d 603.
Plaintiffs/Defendants: Hatley (P) Stafford (D)
Facts: Stafford rented to Hatley a farm. In a written agreement they agreed to let P
rent the farm to grow wheat but the D would have the right to buy out P (to build
Mobile Home Park) at the cost/acre not to exceed 70$. D went on farm and cut down
immature wheat saying he was taking possession of the farm to build the park. P
demanded 400$/acre the fair market value saying they had a oral agreement that
the buyout would only last 30-60 days. Alleges that the agreement was not fully
integrated.
Procedural History: Hatley filed an action for trespass against Stafford. Trial court
allowed parol evidence. Verdict for P. D appeals saying they erred in allowing
admission of parol evidence.
Issues: Whether the parol evidence should have been admitted.
Rules: The Parol Evidence Rule only applies to those aspects of the contract that the
parties intended to put into writing (this makes the PER pointless because what’s in
the contract they intended to put in the contract and everything else they didn’t
intend to put in the contract). PER only applies to the final integration of the
contract.
Reasoning: Where one party contests that the written contract was not fully
integrated it is up to the jury to decide whether this is true or not. If the jury decides
the contract is not fully integrated, PER does not apply and parol evidence can be
admitted. In this case they decided the K was not fully integrated and therefore in
admitting the parol evidence was OK.
Trial court’s ruling to allow parol evidence is ok if:

1) Not inconsistent with the written lease.
2) Was such an agreement that might naturally be made as a separate
agreement by parties situated as were parties to the written agreement.
Not inconsistent because it must contradict an express (not implied) provision in

the writing
It was natural not to include this provision because it was handwritten (showing
lack of care in preparation) and not a sophisticated business contract and there was
no counsel to either of the parties.
Outcome: Affirmed.
Questions:
Comments: PER rule in restatement says that all written contracts are fully
integrated. Judge decides if a K is fully integrated.
Lee v. Joseph E. Seagram & Sons, Inc. allowed oral contract in written contract when
oral contract did not have to do with the written contract per se. The written
contract was professional and contained an integration clause.
Masterson v. Sine oral agreement of non transferability (to bank) because in oral
agreement they said they wanted to keep it in the family. The written contract says
the person who went bankrupt could buy it back.
Hayden v. Hoadley – repairs for barn in contract with no time stated. Sued to get
repairs done but D claims that oral agreement was made for a certain date. Evidence
non admissible because it is assumed in the contract that a reasonable amount of
time is required and thus is inconsistent with the K.
Restatements on integration agreements and PER – pg. 401-402
Luria Bros. & Co. v. Pielet Bros. Scrap Iron & Metal, Inc. – scrap metal promised to be
delivered to P. In oral agreement he says he would deliver if he got the metal from
someone else. Not in the K. Held that it was inadmissible because not in the K and
there was an integration clause.
Case Name: W.W.W. Associates, Inc. v. Giancontieri
Citation: 77 N.Y.2d 157, 566 N.E.2d 639, 565 N.Y.S.2d 440.
Plaintiffs/Defendants: W.W.W. Assoc., Inc. (P), Giancontieri (D)
Facts: D owner of a 2-acre parcel contracted to sell property to P. In the K it said that
if the K being closed was delayed by litigation to a certain date either party could
cancel the K. It also had an integration (merger) clause. The D was in litigation and
was not contesting it but waiting for June 2nd to cancel the litigation. The P contends
that the right to cancel was for the sole benefit of P in problems that might arise in
getting a construction loan.
Procedural History: Action for specific performance of a contract to sell realty.
Issues: Whether an unambiguous reciprocal cancellation provision should be read in

light of extrinsic evidence, as a contingency clause, for the sole benefit of the P,
subject to its unilateral waiver.
Rules: The court must look at what it is in the K before they look at what the people
had in mind when they drafted it or when parties set down the rules of K in writing
the court should enforce what is in the contract not what is mistaken or unstated.
Reasoning: The court should use the rules set out in a K and not extrinsic evidence
to prevent perjury, fraudulent claims, death of witnesses and infirmity of memory.
There is no ambiguity in the K and it makes sense that they would come to this
conclusion.
Outcome: Dismissed.
Questions:
Comments:
Case Name: Pacific Gas & Elec. Co. v. G.W. Thomas Drayage & Rigging Co.
Citation: 77 N.Y.2d 157, 566 N.E.2d 639, 565 N.Y.S.2d 440.
Plaintiffs/Defendants: PG & E Co. (P), G.W. TD & R Co. (D)
Facts: P hired D to furnish their steam turbine. D agreed to work at its own risk and
expense and to indemnify P against all loss, damage, expense and liability resulting
from the work. D also agreed to get insurance of no less than 50k for liability to
property with P being under the names insured and contain a cross-liability clause
extending the coverage to P’s property. P’s turbine was “injured” during the work
and they sued for the expenses 25k.
Procedural History: D appeals for judgment to the P in an action for damages under
an indemnity clause. The D said with substantial proof that the clause was meant to
cover only third parties property. The court found that the language used was
classic language to cover third parties but because the clause in the contract was not
obscure at all, it had to go w/ what the contract says.
Issues: Whether a K that is written in what seems to be an unambiguous way can

nevertheless be susceptible to extrinsic evidence that would prove a meaning that is
not unreasonable.
Rules: Admissibility of extrinsic evidence is not whether the court sees the evidence
as unambiguous but whether the extrinsic evidence is relevant to prove a different
meaning to the text. No text is completely unambiguous. This kind of evidence can
be admitted when certain terms are used in the trade but different than used in the
everyday language or whenever the parties understanding of the words differ than
the judges (single word I get but this can be applied to whole paragraphs? And does
this only apply when both parties meant the different meaning?) The party with the
extrinsic evidence must show how the text becomes ambiguous with their evidence.
Reasoning: if the court does not allow extrinsic evidence to explain the intentions of
the parties than the parties’ intentions don’t mean anything just the parties’ words.
The courts are susceptible to thinking that K is clear-cut when the parties meant
something entirely different when writing it. Therefore, the extrinsic evidence
should have been allowed.
Outcome: Reversed.
Questions:
Comments: This makes the parol evidence rule useless because they have to admit
extrinsic evidence to decide if extrinsic evidence should be admitted.
Case Name: Groves v. John Wunder Co.
Court: S.C. of Minnesota, 1939.
Citation: 205 Minn. 163, 286 N.W. 235.
Plaintiffs/Defendants: Groves (P), JW Co. (D)
Facts:
Procedural History: Action for breach of K. Judgment for P – 15k.
Issues:
Rules:
Holdings on issues:
Reasoning:
Outcome: Judgment reversed and remanded.
Questions:
Comments:
Case Name: Acme Mills & Elevator Co. v. Johnson
Court: Court of Appeals of Kentucky, 1911.
Citation: 141 Ky. 718, 133 S.W. 784.
Plaintiffs/Defendants: AM & E Co. (P – appellant), Johnson (D – appellee)
Facts: D promised to sell 2k bushels of wheat to be paid for on delivery. D failed to

deliver the wheat on time. P’s action to recover damages in the sum of 240$ and for
80$ which is the cost of 1k sacks of wheat the P furnished for the D. D admitted
owing the P 80$ but says that July 25th was the time fixed for delivery, that the P
suspended business and was unable to comply with the K, and had no money to pay
for the wheat.
Procedural History: Verdict for appellant 80$.
Issues: Should a party get damages for breach of contract by the other party when
they benefited from the breach?
Rules: If a time and place is designated for delivery of a personal property and it is
not delivered the person getting the property can sue for failure to comply with the
K. Damages = contract price – market price.
Reasoning: The evidence is established that the D did not finish threshing the wheat
until the 29th. He was supposed to deliver the wheat after he finished threshing. He
did not deliver after threshing so the P can sue and the damages = K price – market
price. Because the K price was higher than the market price the P benefited from the
failure to comply and thus no damages.
Outcome: Affirmed.
Questions:
Comments:
Laurin v. DeCarolis Constr. Co., Inc. – D removed gravel from a lot the P’s purchased
but before the purchased closed. P awarded fair market value of gravel. P were
entitled to make that profit.
Case Name: Missouri Furnace Co. v. Cochran
Court: U.S. Circuit Court, W.D. Penn., 1881.
Citation: 8 F. 463.
Plaintiffs/Defendants: MF Co. (P), Cochran (D)
Facts: D made a contract to deliver to P 36k tons of standard coke. He was to deliver
13 tons a day for a year for 1.2$/ton. After 3k tons delivered D rescinded contract. P
made a new contract with someone else for 4$/ton.
Procedural History: P claimed to recover damages for the difference in the price
between the price stipulated and the one he got. The court however judged that he
should get the stipulated price – market price at the time of delivery. Verdict for P
22k.
Issues: Whether the court erred in saying he should receive stipulated price –
market price at the time of delivery or that they should have given stipulated price –
what they got.
Rules: When someone breaches a contract the other party is entitled to the
stipulated price in the contract – market value.
Holdings on issues: No they did not err.
Reasoning: This is better because it stops parties from entering into ridiculously
high contracts for things after someone else breached the contract, and then make
the person who breached pay a ridiculous amount. Also, this allows the party who
didn’t breach to not have to enter into a new contract to receive compensation. Also
there is precedent that this is the way damages are calculated.
Outcome: Motion for New Trial DENIED.
Questions: Is this how Hawkins v. McGee calculated damages or Sullivan v.

O’Connor.
H v. M – What he should have got – what he got. In this case it states the rule the
same as this case.
S v. O – what he had originally – what he after + pain and suffering
Comments:
Case Name: Neri v. Retail Marine Corp.
Plaintiffs/Defendants: Neri (P), Retail Marine Corp (D)
Facts: P contracted to buy a boat for 12k. They made a deposit of 4250$. 6 days after
the contract they rescinded. The boat had already been ordered and delivered at or
before the time they rescinded. The D got the boat back and sold it for the same
price.
Procedural History: Action was commenced by the P to recover the deposit. D

counterclaimed breach of contract. D had summary judgment on the issue of liability
tendered in its counterclaim. Special Term directed an assessment of the damages,
which would determine if the P could get any of his down payment back.
D claims: (1) loss profits because they would have sold 2 boats for 2x the profit, (2)
the cost of holding the boat and (3) attorney fees.
The judgment was for the D 500$ and the P the rest of his deposit because they
found claim for loss profits “untenable,” and D failed to prove damages for holding
the boat. The P got the rest of the money from the down payment (3750$). Appellate
Division affirmed.
Issues: Whether because they sold the boat for the same price, the D’s did not lose
any money and the P should therefore get his down payment back, or because the P
would have sold two boats for profit the D should not get his down payment back.
Rules: If a buyer rescinds on a contract the seller can recover damages for lost
profits and incidental damages because even if they sell the object for the same price
to someone else they would have made twice the profits. Buyer needs to prove that
he could have replaced the item and that it would have been profitable to sell
another.
Holdings on issues: D should get the lost profits and incidental damages.
Reasoning: The trial court erred in ignoring the fact that buyers right to restitution
was offset by the sellers right to restitution in the subsection. The subsection says
the seller can receive restitution by market price – unpaid contract price +
incidental damages (damages from holding the boat). The subsection all states that
they can recover from profits lost.
Outcome: Reversed. P got lost profits + incidental damages (3200$).
Questions: From the decision the first court made their evaluation of the money
distribution, shouldn’t the P only have received 500$?
Case Name: Illinois Central R.R. Co. v. Crail
Court: S.C. of the U.S., 1930
Citation: 281 U.S. 57, 50 S.Ct. 180.
Plaintiffs/Defendants: Crail (P – Respondent), IC R.R. Co. (D –appellant)
Facts: P bought coal but there was a shortage on delivery. P did not resell any of the
coal at the time of delivery. He was stocking up on coal and the shortage did not
interfere with his usual maintenance of the stock. He lost no sales because of the
shortage. The D bought more coal of like quality and sold it to him for 5.50$ per ton.
The market price, at retail in less than a carload was 13$ per ton.
Procedural History: Court held for P in the sum of required to replace the exact
amount of shortage at the stipulated time and place of delivery which in this case
would be the retail value, and that convenience and necessity for a uniform rule
required its application.
Issues: Whether the P should get bulk price or market price for lost shipment.
Rules: Buyers/sellers shall only receive compensation for the injury suffered ad only
a right to recovery for actual losses.
Holdings on issues: Bulk price.
Reasoning: The law is made to be fair and when there are two rules that can be
applied the fairer of the two should be the one. The P recovered what was lost
through the purchase at wholesale price and did not lose any business in the course
of this. The damage should be measured in bulk price instead of market price
barring special circumstances.
Outcome: Reversed.
Questions:
Comments:
Case Name: Chicago Coliseum Club v. Dempsey
Court: Appellate Court of Illinois, 1st District, 1932.
Citation: 265 Ill.App. 542.
Plaintiffs/Defendants: CCC (P), Dempsey (D)
Facts: D was under contract to promote a boxing exhibition by fighting Willis. D was
to receive a lot of money but could not box anyone else before or after the
agreement. P hired someone else to set up the event and this person incurred
expenses. He was to be reimbursed by the P. The D backed out of the fight.
Procedural History: P brought suit to recover damages for breach of contract. Found
that P could recover damages.
Issues: Whether someone can receive money back from D for trying to make the D
do what he said he would in a contract.
Rules: If someone tries to compel someone to live up to their contract they cannot
receive compensation for this.
Reasoning: Damages are (1) loss of profits if he had fought, (2) expenses prior to
signing the agreement with the D, (3) expenses incurred trying to stop D from
fighting and to force him to comply with the terms, (4) expenses incurred after
signing and before rescinding the contract by the D. The 1st damage is not
recoverable because there are too many variables so the profits cannot be
ascertained. The 2nd damage cannot be recoverable because they would have
incurred those expenses even if he didn’t sign. The 3rd damage is not recoverable
because they incurred these damages at their own risk. Not living up to the
agreement can be recoverable in court but you can’t make someone live up to an
agreement. The 4th damage is recoverable if they are special expenses incurred for
the furtherance of the event.
Outcome: Reversed and remanded for a new trial.
Questions: What exactly did the trial court say?
Comments:
Case Name: Rockingham County v. Luten Bridge Co.
Plaintiffs/Defendants: Luten Bridge Co. (P – respondent), Rockingham County (D –

appellant)
Facts: The P awarded a contract the D (by commissioners in 3-2 vote). The P spent
2k when they said the contract was rescinded (after one commissioner resigned and
then tried to get back on the board later in the day but the clerk ignored him trying
to get back on the board). They then built the bridge and sued for 18k, which is what
it cost. The D answered that it was liable for the cost (the two still on the board sent
this and the one who was off the board). A new board was board was elected and
they rescinded the answer.
Procedural History: P sued to recover a sum due under an alleged contract. The trial
judge found the answer that the county was liable as a valid answer by the majority
of the commissioners and was binding and the jury followed suit (pun). The Court of
Appeals found error (1) in that one of the board members had resigned and (2) they
didn’t advertise the meeting so it was not binding.
Issues: Whether the P should receive full compensation for the cost of the whole
bridge.
Rules: if a party (X) receives notice that another party (Y) has rescinded the
contract, than X should do nothing to increase the damages that Y owes.
Holdings on issues: No just what it spent before the contract was rescinded.
Reasoning: The P should have done nothing to increase the damages the D owed. By
doing so he does not compensation for them.
Questions:
Comments:
Case Name: Parker v. Twentieth Century-Fox Film Corp.
Citation: 3 Cal.3d 176, 89 Cal.Rptr. 737, 474 P.2d 689.
Plaintiffs/Defendants: Parker (P –respondent) TC-FFC (D –appellant)
Facts: Contract that P would get paid 50k for 14 weeks (750k) to star in a movie. D
cancelled the movie before the start of production and said they wouldn’t pay. As
compensation they offered her the same money for a different movie.
Procedural History: Summary judgment (no trial) for P for recovery of agreed
compensation (750k). D says that they don’t owe her money because she
unreasonably refused to accept their other offer.
Issues: Whether the court was right in giving a summary judgment. Whether the P
acted reasonably in declining to star I the other movie.
Rules: Wrongful termination money = amount of salary agreed upon – the amount
the employer paid or would have earned somewhere else.
An employer can mitigate the loss of employment by offering similar employment

but it cannot be inferior.
Holdings on issues: Yes because the other film was inferior.
Reasoning: The familiar rules are that a summary judgment should used only when
there is evidence in support of the moving party and there is no evidence that the
other party brings up that would be a triable issue of fact. Wrongful termination
money = amount of salary agreed upon – the amount the employer paid or would
have earned somewhere else. To mitigate damage employer can offer other
employment that is comparable but not inferior. Summary judgment was right
because the only evidence the D gave was that they offered her similar employment
but the employment was not similar but in fact inferior and thus, the summary
judgment was good. She acted reasonably because the other film was inferior.
Outcome: Affirmed.
Questions:
Comments: Dissent argues that the changes in the contract were not so big as to
change the employment. Thus it was unreasonable and should have gone to court.
Case Name: Hadley v. Baxendale
Court: Court of Exchequer, 1854.
Citation: 9 Exch. 341.
Plaintiffs/Defendants:
Facts: Shaft stopped working at a mill. They order a new one with the P who gave
the shaft to the D’s to send. The P’s were told if the shaft was sent before noon it
would get there by the following day. They sent the shaft before noon. The delivery
of the shaft was delayed by some neglect for several days and they other party lost
profits.
Procedural History: The jury found for the P 25 pounds. The original rule that the
judge laid down was that the person who broke the contract needs to pay
compensation to the other party even though they didn’t know that it had to be
there by a certain time.
Issues: Whether the damages are too remote to award damages
Rules: When a K is broke damages should be such as may fairly and reasonably be
either arising naturally (according to the usual course of things) or what the parties
had in mind when they made the contract of what would happen if there was a
breach. (Exceptions: title to lands and nonpayment of money)
Reasoning: The damages are not too remote because they are a direct cause of the
shaft being delayed and the whole point of contracts is compensation to the injured
party. However, the D should not be held liable for this loss because (and according
to the rule) this is a weird occurrence and not fairly and reasonably arises naturally.
It is not likely that when someone sends something somewhere that persons whole
business relies on that thing. Furthermore, it is not what the D had in mind when he
thought of what would happen if he breached the contract.
Outcome: New trial.
Questions: What was the original rule that caused the retrial.
Comments:
Case Name: Globe Refining Co. v. Landa Cotton Oil Co.
Court: S.C. of the U.S., 1903
Citation: 190 U.S. 540, 23 S.Ct. 754.
Plaintiffs/Defendants: Globe Refining Co. (P), Landa Cotton Oil Co. (D)
Facts: P sent tanks to D because contract said D would fill them up. The D paid the
railroad company to send the tanks. Next D’s allege P maliciously and willfully made
them send the cars and cancelled the contract on the 2nd but didn’t tell them till the
14th. By not telling them they lost the tanks for 30 days. None of the facts about how
they needed the oil badly for refinement by a date, their customers, reputation,
credit, or that they needed the tanks back were in the contract.
Procedural History: Judge dismissed the cause, tried the question of jurisdiction
before hearing the merits, refused the P a jury, found that the plea was sustained. D
pleaded that the damages had been claimed and magnified fraudulently to get into a
U.S. circuit court jurisdiction and they excepted of certain allegations of damage. All
around found for the D. Went to the S.C. not by what the judge did but by how he did
it.
The original allegation was for special damages over and above contract price –
market price at the time of the breach.
The P alleges the D owes money for (1) sending the cars, (2) loss of tanks for 30
days, and (3) loss of customers, reputation and credit (with other oil refinements
that would send it to because those companies expected the oil).
Issues: whether the court should allow averment and oral evidence: and if they can
be enlarged in that way, what averment is sufficient.
Rules: The party who breaches a contract owes damages equal to what he would
owe if he could not pay due to misfortune (even if he is an asshole that just wants to
be an ass). The party has to know at the time the contract is formed what the special
damages will be if he breaks the contract. Furthermore, the only damages he owes if
a special contract is not formed is what the parties contemplated when they made
the contract.
Holdings on issues:
Reasoning: The only thing the K said was that the tanks would be at the seller’s mill.
The court asks to what extent should outside evidence be allowed and should
compensation for things the other party didn’t know about be allowed. The party
has to know at the time the contract is formed what the special damages will be if he
breaks the contract. Furthermore, the only damages he owes if a special contract is
not formed is what the parties contemplated when they made the contract. Applying
this to the 1st item the D did not know where they were sending the cars from so
could not have contemplated the damages that it would do if they did not give the
oil. (2) Nor could they have known they would lose use of the tanks for 30 days. This
was not stated in the contract. So the D do not owe damages for this. The P’s were
also willing to incur these damages for the oil.
Outcome: Affirmed.
Questions: What about the loss of customers, reputation and credit?
Comments:
Case Name: Valentine v. General American Credit, Inc.
Court: S.C. of Michigan, 1984.
Citation: 420 Mich. 256, 362 N.W.2d 628.
Plaintiffs/Defendants: Valentine (P), General American Credit, Inc. (D)
Facts: P seeks to recover damages for mental distress after getting fired and D
breaching the employment contract. Under the contract she claims job security and
peace of mind that comes with that.
Procedural History: The trial court dismissed the claims for mental distress and
exemplary damages, affirmed by Court of Appeals.
Issues: Whether the P can receive compensation for mental distress after getting
fired even if it is foreseeable.
Rules: Even if it causes mental distress by firing them (and in doing do breaching
their contract) they are not allowed to receive compensation because they entered
into employment for economic reasons. Exception to the Hadley rule of
foreseeability.
Reasoning: P says the rule in Hadley provides support because breaching the K
makes the mental distress arise naturally. This is an exception to the Hadley rule
however because when someone goes into a contract for employment their primary
goal is economic security and not personal interests.
Outcome: Affirmed.
Questions:
Comments:
Case Name: MindGames, Inc. v. Western Publishing Co.
Plaintiffs/Defendants: MindGames, Inc. (P), Western Publishing Co. (D)
Facts: P made a board game and licensed it to D for a 15% royalty till ’93 or for
another year if D had paid 1.5 million in royalties or gave 300k per year to renew.
Procedural History: P sues for 900k and lost royalties of 40 million worth of game
sales because they say D did not promote the game as they said they would in the
contract. They also sue for 300k because they sold off games they had left in ’94 but
they didn’t renew for that year. Summary judgment for the D.
Issues: Whether they can receive compensation because they breached the contract
and did not promote the game as they said they would.
Rules: If the success of a product is uncertain they cannot receive compensation for
breach of contract that may limit the success.
If a product that could not be sold because of a breach of contract is a new product
(novel/ creative product that must catch on like a book or a movie) to that company
they cannot receive lost profits on it because they don’t know how well the product
would have done. (This is a standard to judge if someone should receive lost profits)
(“new business” rule abandoned but now based on new products, it has become a
standard by which to apply the rule of foreseeable compensation, the Hayden rule.)
Reasoning: The game was a new game and thus even if they did promote it as they
said they would it could have done as good as it did. Thus according to the “new
business” standard they can’t receive this money. It is just to speculative to calculate
lost profits.
Outcome: Affirmed.
Questions:
Comments:
Case Name: Boone v. Coe
Court: Court of Appeals of Kentucky, 1913.
Citation: 153 Ky. 233, 154 S.W. 900.
Plaintiffs/Defendants: Boone (P), Coe (D)
Facts: D gave plaintiff an oral contract to come work on the farm for 12 months. He
told the P he would have a house ready for him to live on and some other things. He
also said he could get part of the crop yield. P moved from Kentucky to there and D
did not have any of the things ready that he said he would.
Procedural History: P sues for damages of moving, not working, losing business at
home, and moving back. D’s demurrer was sustained and P petition was dismissed.
Appeals.
Issues: Whether P can recover for expenses incurred on a faith of the promise that is
not enforceable (because it was “not to be performed within one year”) under the
statue of frauds (when the D received nothing).
Rules: Statue of frauds prohibit sale of real estate or lease for longer than one year
to be an oral contract. Also work for more than one year must be in writing.
If a contract is unenforceable, the person who acts in “good faith” upon the promise
can receive compensation if the other party received some benefit from these acts. If
the party who acts upon the promise just sustains losses, no recovery can be
granted.
Reasoning: The P merely sustained a loss the D got nothing in return and because
the contract was not enforceable under the statue of frauds, the P gets nothing.
Outcome: Affirmed.
Questions:
Comments: Reliance damages cannot be recovered if they don’t confer any benefit
on the other party.
Case Name: United States v. Algernon Blair, Inc.
Plaintiffs/Defendants: United States (Coastal Steel Erectors, Inc. – P), AB, Inc. (D)
Facts: D entered into a contract with the U.S. for construction of a naval hospital. P
entered into a subcontract with D. P commenced its part of the contract supplying
cranes for handling and placing steel. D refused to pay for the crane rentals because
they say they were not obligated under the subcontract. After completion of 28% P
terminated its performance and D hired someone else who finished the job.
Procedural History: P sues to recover for labor and equipment furnished. The court
found that the D owed the P 37k for what they had done under the contract but
because they would have lost more then 37k if they had completed the contract they
denied recovery.
Owed 37k for work but would have lost that if they had complete the contract so
owed nothing.
Issues: Whether they can recovery labor and equipment furnished when they would
have lost that amount had they completed the contract.
Rules: The promisee upon breach of a K has the option to forego any suit on the K
and claim only the reasonable value of performance (if…see rule below then see rule
below that)
Reasoning: It would be unfair to not allow recover for work done because not only is
P worse off but D is better off without having to pay for it. Recovery is undiminished
by any loss, which would have been incurred by complete performance (Do they
have to pay for the crane rentals?). The “restitution interest” involves keeping an
equilibrium of goods amongst members of society.
Questions:
Comments: Hypothetically I make a contract to do X for 1 dollar. Halfway through I

sue for performance. Do I get 50 cents or reasonable value?
Who broke the promise here? If the P did that is not fair. If the D did it is okay.
Sounds like P broke it off after D did not pay for something it did not have to.
Case Name: Stark v. Parker
Citation: 19 Mass. (2 Pick.) 267.
Plaintiffs/Defendants: Stark (P), Parker (D)
Facts: P entered into a contract to work for year for a sum of 120$. Got paid 36$
worked some more and quit. P sues for the work rendered that he was not paid for.
Procedural History: P sues services rendered on D’s farm that he was not paid for.
Judge said he was owed for the time spent working minus what the D was owed for
having his service deserted.
Issues: Whether he can recover for the time he was worked and not paid, even
though he did not finish the contract.
Rules: A P cannot sue for recovery on a K if the desertion of the K was voluntary and
w/o cause on the part of the laborer or w/o fault or consent on the part of the
employer.
Reasoning: He cannot receive anything until he has completed the entire contract.
He has a right of action against the D only if he completes the contract. Why should
he get paid when he violated the K? Maybe he was doing the hardest work at the end
of the K. If he wanted to be paid by the month he should have wrote it in the K.
Outcome: Reversed.
Questions:
Comments: limitation on recovery is based on the original K price.

Case Name: Britton v. Turner
Court: S.C. of N.H., 1834.
Citation: 6 N.H. 481.
Plaintiffs/Defendants: Britton (P), Turner (D)
Facts: P entered into a contract to work for year for a sum of 120$. Worked for 9.5
months. There was no reason for him to leave and he left w/o D’s consent. D also
said that he lost money because he left but offered no evidence.
Procedural History: The jury gave verdict for the P – 100$. Judge said he can recover
for part of the work (quantum meruit) and he should receive what the sum would
be reasonably worth.
Issues: Whether the P can receive compensation even though he left employment
voluntary w/o good cause and w/o the D’s consent.
Rules: Unless the employer stipulates in the K that the employee cannot receive
compensation for part performance, then the employee can receive compensation.
Also, the employee cannot receive compensation if damage to employer for not
completing the K is higher then what the employer would have earned.
Whole K – money to complete the K – damages = money to employee
Reasoning: In a normal case the employee who never starts the work can lose in
court if employer receives loss but as the rule stands if an employee does almost all
the work and then quits, he receives nothing. This means someone who attempts a K
may be worse off then someone who completely disregards it. The P can receive
compensation because a person who builds a house not exactly according to the K
but the other person still takes it still must pay for it if they accept it. The D, the
court argues, was continuously accepting the work and so must pay for it.
Outcome: Affirmed.
Questions:
Comments: What if someone quits a job after two weeks of getting trained. Can they
receive compensation if it costs money to train someone?
Case Name: Pinches v. Swedish Evangelical Lutheran Church
Court: S.C. of Errors of Connecticut, 1887.
Citation: 55 Conn. 183, 10 A. 264.
Plaintiffs/Defendants: Pinches (P), EL Church (D)
Facts: The P built a church for them by made mistakes on certain aspects during the
construction. The only mistake that was not entirely his fault was the ceiling being
two feet lower. The P accidental made these changes and The d’s took possession
the building with the change in height and the other mistakes.
Procedural History: The D’s calculated the cost of repair to make the building as
they wanted in the K and the court excluded the evidence. The D’s take error. The
D’s argument rests on the assumption that it does not matter that the mistake was
made by accident or that they took charge of the building because they still need to
spend the money to fix it.
Issues: if the P should receive compensation and if so how much.
Rules: if lack of conformity with K big >> compensation = extent of benefit received.
If lack of conformity small >> compensation = K price – price to fix
Lack of conformity must be in good faith (by accident) + compensation only given
when the other party benefits.
Reasoning: The loss would be so great that the P would not receive compensation
for the work. So the compensation is extent of the benefit received = K price – how
much the money the building value lost because of the changes.
Outcome: Affirmed.
Questions:
Comments:
Case Name: Muldoon v. Lynch
Citation: 66 Cal. 536, 6 P. 417.
Plaintiffs/Defendants: Muldoon (P), Lynch (D)
Facts: P’s were contracted to furnish and complete certain improvements on a

cemetery lot of D’s (where here husband was buried). 18k was to be paid in whole
(1.725 k in 4 payments in preparation of where the stone was to be place and the
rest to paid at that time). The K contained the clause that the monument would be
completed in 4 months and after that day 10$ per day was to be forfeited until the
time of completion. The stone was delayed for 2 years because the stone came from
Italy and needed to be shipped by boat and they couldn’t find a boat till that time.
Procedural History:
Issues: Whether a sum names in a contract as a forfeiture is to be regarded as

liquidated damages or a penalty.
Whether the forfeiture from the K is to be null (not subtracted from the final price
the D has to pay) because it was not there fault and there was no damages or it is to
be taken into account from the final bill because it was delayed.
Rules: A penalty to pay a certain amount if something happens is payable to the

party it favors but there must be damages of the pecuniary (of, or related to,
consisting of money) nature to show they get it.
If it appears in a K that the parties intended for sum, named in the K, to be liquidated
damages the court will not interfere with K not matter how improvident (carelessly
but together) the agreement is.
Holdings on issues: The forfeiture clause is null and D has to pay the whole amount.
Reasoning: The language in the K of forfeiture is equivalent to the word penalty.

Therefore because the P can show no damages, the P has to the full amount. The
court said it is not prepared to say that either thought this phrase in the K meant
liquidated damages.
Outcome: Affirmed.
Questions:
Comments:
Case Name: Samson Sales, Inc. v. Honeywell, Inc.
Court: S.C. of Ohio, 1984.
Citation: 12 Ohio St.3d 27, 465 N.E.2d 392.
Plaintiffs/Defendants: Samson Sales, Inc. (P), Honeywell, Inc. (D)
Facts: P, pawnshop owner, made a K with Morse Signal for a burglar alarm system. D
then bought Morse Signal, assuming the K with the P. There was a burglary at the P’s
shop.
Procedural History: P sues, for negligent failure to transmit the alarm signal to the
police, for 68k. Judgment for the D at trial court, reversed in court of appeals.
K clause: The company is not responsible for any loss that may happen if the system
fails to work or they fail to operate it correctly and they are only liable for 50$.
Issues: Whether the clause in the K is valid and enforceable.
Rules: In a K, the clause should be treated as liquidated damages if:

1. The damages would be uncertain as to amount and difficulty of proof and
if;
2. The contract is as a whole is not so unreasonable, unconscionable, and
disproportionate in amount as to justify the conclusion that it does not
express the true intentions of the parties and if;
3. The contract is consistent with the conclusion that it was the intention of
the parties that damages in the amount states should follow the breach
thereof.
Reasoning: The sum of 50 dollars the D claims is liquidated damages of a breach of

their K. However, liquidated damages must be reasonable. Their objective is to
compensate for actual damages. Therefore, the court does not regard this as
liquidated damages but as a penalty. Furthermore, as the rule stated above (from a
case in the state where it was laid out) (1) the damages here are not difficult to
prove, (2) the K is disproportionate to either the consideration paid by Samson (the
amount lost in burglary) or the possible damages that could be reasonably foreseen
from the negligence, and (3) it is inconceivable that both parties intended 50$ as
compensation for negligent breach of K.
If they did follow the K to the letter >> the P would have paid over 10 K for the 50$
they would recoup. The D would not have to do anything but pay the 50$. Ridiculous
Outcome: Affirmed court of appeals – P wins.
Questions:
Case Name: Van Wagner Advertising Corp. v. S & M Enterprises
Plaintiffs/Defendants: VW Advertising Corp. (P), S & M Enterprises (D)
Facts: Property owners leased billboard property to P. They then sold the land to D
who kicked P off the land.
K Clause: if land is sold to third party unrelated to the person who leased they may
cancel the K with a written notice with no less then a 60 day warning.
Procedural History: P sues saying (1) the purported cancellation was ineffective and
the lease was still in existence and (2) for specific performance and damages.
The P claims the provision in the K was meant for only the original landowner to
cancel lease while the D’s claim that it was meant for whoever owned the land.
Trial court sided with P’s interpretation however stated that specific performance
was denied because they have an adequate remedy at law for damages and if
specific performance was granted there would be a disproportionate harm to the
D’s. The court gave the P lost revenue on the period it was kicked off the land and
said they could receive subsequent money if the D did not let them reoccupy the
land. Appellate Division affirmed.
Issues: Whether specific performance should be granted in this case.
Rules: Specific performance to of a K is properly denied when damages are an

adequate remedy for compensation and equitable relief would impose a
disproportionate burden on the person who breaks the K. Furthermore, specific
performance will be given (among other ways) when the property has an uncertain
value.
Reasoning: The lower court’s interpretation that the D breached the K, this court
can’t change because it is a matter of fact not law. The lower court also said this
property is unique. From this the P says specific performance should be granted.
However, this is not the case because every property is unique. It must be
uncertainty of valuing the property an action for specific performance comes about.
Here, the value of property is reasonably certain and there is a small chance of
giving the P too little. The court did err in making the P come back to court. They
should have awarded damages till the end of their lease.
Outcome: Affirmed
Questions: This case is confusing – reread.
Case Name: Fitzpatrick v. Michael
Court: Court of Appeals of Maryland, 1939.
Citation: 177 Md. 248, 9 A.2d 639.
Plaintiffs/Defendants: Fitzpatrick (P), Michael (D)
Facts: P was employed as a nurse for D’s wife. D’s wife died and he asked P to stay
on for him until her died for a salary and other benefits. D left the house after two
years in this agreement and did not return. D tried to force the P, nurse, to leave as
well but cutting off things needed for the house. D then had P arrested for
trespassing and locked the house with her property inside.
Procedural History: P sues for the salary and other benefits and in return she will do
as he asked in the original agreement. The complaint was dismissed.
Issues: Whether a K for personal service can be enforced by specific performance.
Rules:
Holdings on issues: no.
Reasoning:
Why P can’t recover through specific performance:
The court cannot enforce specific performance because personal and confidential
services against unwilling participants has little hope of real success. Furthermore,
it would be intolerable for one party to have to deal with someone they don’t want
to deal with on a daily basis. This has led the court to discover some alternative
remedy.
Why P can’t recover through damages:

The P can’t recover through damages because the court could not compel them
through specific performance. The cannot compel through specific performance
because if she had quit they could not force her to work and there would be no
remedy for him (they would not make her pay him). I think?
Outcome: Affirmed.
Questions:
Comments: No statue of frauds requirement because the D may have died within
one year of making the oral agreement.
Case Name: Lumley v. Wagner
Court: Lord Chancellor’s Court, 1852.
Citation: 1 DeG, M. & G. 604, 42 Eng. Rep. 687.
Plaintiffs/Defendants: Lumley (P), Wagner (D)
Facts: P hired D to sing for season exclusively for him. A competitor convinced her to
break the K and to sing for him instead. P sues to prevent her from singing for his
competitor.
Procedural History: P sues for injunction for her not sing.
Issues: An injunction compelling specific performance shall issue to a true and

literal performance of their agreements.
Rules: An injunction compelling specific performance shall issue to a true and literal
performance of their agreements.
Reasoning: D argues that an injunction should not be granted unless (1) it is a case
of specific performance or (2) when an injunction is granted, that injunction will
complete the whole of the agreement remaining unexecuted.
The P has two acts to do – performing the singing and not singing for anyone else.
The court is of the opinion that even if the negative covenant (of not to sing for
another company) was not in the K, she still would not be able to because it is
implied in the K.
The court cannot compel the Df to sing, but the court can issue an injunction barring
her to abstain from the commission of an act which she has bound herself not to do.
The K states she is to refrain from singing elsewhere during the period in question.
If she attempts to do so she will have broken the spirit and meaning of the contract.
Outcome: Injunction granted.
Questions:
Comments:
Case Name: Laidlaw v. Organ

Court: S.C. of the U.S., 1817.
Citation: 15 U.S. 178.
Plaintiffs/Defendants: Organ (original P), Laidlaw (original D)
Facts: Original P states that in the Feb. 18th he purchased tobacco from D, D
delivered them, and then took them back by force on the 20 th. The P said he was
ready to do everything in the K that was required for the purchase and he gave the D
money for the tobacco.
Original D states that they had an agreement to sell to him for the price but when P
went to pick them up, and knowing that the war was over, he did not say anything to
the vendor, even after the vendor asked if there was news to effect the price. As a
result of the end of the war the price of tobacco went up.
Procedural History: Jury found for the original P the tobacco that was owed to him.
Issues: Whether the intelligence of extrinsic evidence which might influence the
price of the commodity and which was exclusively within the knowledge of the
vendee out to have been communicated to the vendor.
Rules: A vendor/vendee does not have to disclose information to each other.
Holdings on issues: Yes and No.
Reasoning: The court says that it must be taken at a case-by-case basis but it could
effect whether a K existed. It is up to the jury to determine whether the P
intentionally circumvented information. Because the D directly asked whether the P
knew of any information that might affect the price, the court finds they may have
been under an obligation.
Or:
However, the S.C. finds that there is no duty to disclose because the intelligence is
equally accessible to both parties.
Outcome: Reversed and remanded for a new trial because the judge did not ask the
jury whether any imposition was practiced by the vendee on the vendor.
Questions:
Comments:
Case Name: Jackson v. Seymour

Court: S.C. of Appeals of Virginia, 1952.
Citation: 193 Va. 735, 71 S.E.2d 181.
Plaintiffs/Defendants: Jackson (P), Seymour (D)
Facts: P sold a tract of land to her brother (D) because he said it could only be used
for pasture and that the price he was offering was a good price for pasture. She later
found out that the timber on the land was worth a considerable sum and that before
she sold it to him he had already cut down some of timber and sold it.
The D claims that he did not cut and sell timber before he bought it, and at the time
he made the K he did not know there was valuable timber on the land. The court
believes his side because there is no evidence to prove otherwise.
Procedural History: Judgment was entered for the D on actual fraud because there
was no evidence to suggest he intentional misled the P. The court denied her right
for another case based on constructive fraud because they say she based her case on
actual fraud and failed that so she’s shit out of luck.
Issues: Whether this case constitutes constructive fraud.
Rules: If people are related and have a friendly, intimate, and trusting relationship
then they have a duty to disclose to the other party information, which may be
pertinent to the sale.
Holdings on issues: yes.
Reasoning: The court allows the constructive fraud case because failing one does not
necessarily negate the other. This case hits all the elements of constructive fraud so
she is entitled to the money.
Prima facie elements of constructive fraud: (1) a duty owing by the party to be
charged to the complaining party due to their relationship (2) there is no need for
intent to deceive just that the bargain be inherently inadequate for one side (3)
gross inadequacy of consideration
Questions:
Comments:
Case Name: Sherwood v. Walker

Court: S.C. of Michigan, 1887.
Citation: 66 Mich. 568, 33 N.W. 919.
Plaintiffs/Defendants: Sherwood (P), Walker (D)
Facts: The D sold to the P a cow both thought could not breed. Before the delivery of
the cow or the money they learned the cow could breed. The cow would have sold
for more had they known it could breed.
Procedural History: Judgment for P. Appealed to circuit court where judgment for P.
The court did not say, “if the jury found that the cow was sold on the understanding
that it could not breed but it turns out it could, the D could rescind the K.”
Issues: Whether a mutual mistake of material fact is an excuse for the rescission of a
K.
Rules: if there is a difference in substance to the thing bargained for there is no K. if

is just some quality or accident even though the mistake may have been some
accentuating motive to the purchaser or seller or both of them, the K is still binding.
Reasoning: The mistake as to the animal was not a mere quality of the animal but
went to the very nature of the animal. The mistaken belief relates to a basic
assumption of the parties upon which the K is made and therefore void.
Outcome: Reversed – the court should have said the above statement in the PH.
Questions:
Comments: Dissent says that the majority just made up the law and there is no
justification for this ruling.
Case Name: Elsinore Union Elementary School Dist. v. Kastorff

Citation: 54 Cal.2d 380, 6 Cal.Rptr. 1, 353 P.2d 713.
Plaintiffs/Defendants: EUES Distr. (P), Kastorff (D)
Facts: D’s made a clerical error when submitting a contractors bid to the school
district. They thought they added the plumbing of 9 k (but didn’t) and then got a
new bid from a subcontractor for 3k less so they subtracted that from the total. His
bid was the lowest and he was awarded the K. He stated his figures were correct
when they asked him before they gave him the K. The day after being awarded the K
he notified them his numbers were wrong. P then gave it to the next highest bidder
and sued for the difference.
Procedural History: P won the original suit.
Issues: Whether the D should be forced to perform his part of the K even though it
was made through an excusable and honest mistake.
Rules: if a K is formed through an excusable and honest mistake of a material and

character, the K can be rescinded if it would be unconscionable to require the
person to perform, no intervening rights had accrued and the other party suffers no
damage.
Reasoning: The city suffered no damages, no intervening rights had accrued and it
would be unconscionable to force him to complete his part of the bargain. He made
an honest excusable mistake and thus can be let out of the K. He let them know as
soon as possible that he wanted to rescind the bid.
Outcome: Reversed
Questions:
Comments: The percentage that the bid was off matters.
Case Name: Tribe v. Peterson

Court: S.C. of Wyoming, 1998.
Citation: 964 P.2d 1238
Plaintiffs/Defendants: Tribe (Appellant – P), Peterson (Appellee – D)
Facts: P asserts that D guaranteed horse would not buck. The horse bucked and
made him break his wrist. D denies that he guaranteed horse would not buck.
Procedural History: Sues for breach of warranty. Denied summary judgment for P.
Jury sided with D. He then moved for a judgment as a matter of law or a new trial.
Both these were denied.
Issues: Whether the D’s are liable to the P for damages for breach of an express
warranty.
Rules: An express warranty is created by any affirmation of fact made by the seller
to the buyer, which relates to the goods and becomes a part of the basis of the
bargain. A representation, which expresses the seller’s opinion, belief, judgment or
estimate, does not constitute an express warranty.
Reasoning: Following the rule above it is clearly a matter for the jury to decide
whether a statement is a representation of the seller’s opinion or an affirmation of
fact. The jury believed that it was the seller’s opinion and hence there is not
warranty. The brochure that the D used to advertise the horse expressed opinions
about the horse’s nature from past experiences. Even if it was a statement of fact,
there is no evidence that the badger every bucked near the D, so how could they
know whether the horse would buck (makes little sense).
Outcome: Affirmed.
Questions:
Comments:
Case Name: Taylor v. Caldwell

Court: King’s Bench, 1863.
Citation: 3 Best & S. 826.
Plaintiffs/Defendants: Taylor (P), Caldwell (D)
Facts: Parties entered into a K where P could use 2 buildings on 4 days at a price of
100 pounds for each day. The day before the concert a fire destroyed the buildings.
Procedural History:
Issues: Whether the loss which the P’s sustained should fall upon the D.
Rules: If a K has a clause, express or implied, that the contractor must perform or
pay damages then the contractor would have to pay damages.
But if no such clause exists and the thing, which the K was based, needed to exist for
the K to be completed then it is implied that if the thing no longer exists and it
becomes impossible to complete the K, they will be excused from the K.
Reasoning: The K was formed in order to get the parties to do something. So when it
becomes impossible to do it, it makes sense that the parties should be excused
absent an express or implied clause holding them liable. If someone has to do
personal services in a K and the person dies, the executors are not held liable. If
someone has to compose a work and dies, the executors are not held liable.
Outcome: Judgment for the D’s.
Questions:
Comments:
Case Name: Tompkins v. Dudley

Citation: 25 N.Y. 272.
Plaintiffs/Defendants: Tompkins (P), Dudley (D)
Facts: Third party was to build a schoolhouse for P by Oct. 1st. D guaranteed the
performance of the K by the third party. Oct 5th it was nearly completed but the key
was not given to the P. That night the schoolhouse burnt down.
Procedural History: P sues for the money given to the third party and damages that
were incurred by not completing the K. Verdict for the D’s in Supreme Court and
general term.
Issues: Whether the D should have to pay damages even though the destruction of
the building was an accident.
Rules: If a K has a clause, express or implied, that the contractor must perform or
pay damages then the contractor would have to pay damages.
When a party agrees to do something he should do it unless absolutely impossible.
Reasoning: The schoolhouse was not completed or delivered and accepted by the P
when it burnt down. As a result of the P having contracted for a building and not
receiving one it is no excuse for the P to say that it was substantial done and
therefore not responsible for the completion of the project. When a party is
prevented from completing a project due to act of God, he is excused, but when the
party engages unconditionally in the agreement (i.e. they expressly planned for this)
then the nonperformance due to an accident is not an excuse.
Outcome: Judgment reversed, new trial ordered.
Questions: Is the difference between this case and last , the express agreement in the
K that they would pay no matter what (i.e. even if there was an inevitable accident
or unforeseen contingency not within their control) or was the difference that they
could still complete the K (and in the last case it was absolutely impossible)?
Comments:
Case Name: Carroll v. Bowersock

Court: S.C. of Kansas, 1917.
Citation: 100 Kan. 270, 164 P. 143.
Plaintiffs/Defendants: Carroll (P), Bowersock (D)
Facts: P agreed to construct reinforced concrete floor in D’s warehouse. He did work
on it but halfway through the building burnt down (not the fault of either party). P
sued to recover for work done prior to the fire.
Procedural History: Trial court found for P.
Issues: Whether the contractor can recover for the work he did.
Rules: Someone who does work for someone else cannot recover if the work
becomes impossible to do because of something which is not their fault and the
other party received no benefit.
Someone who does work can recover if the work becomes impossible to do because
of something, which is not their fault, and the other party received a benefit.
Holdings on issues: Yes but not all of the work.
Reasoning: If the fire had not occurred the P could not recover because he did not
complete the work. Furthermore, the rule is someone who does work can recover if
the work becomes impossible to do because of something, which is not their fault,
and the other party received a benefit. Benefit is defined in multiple ways:
1) Whenever the contractor’s material and labor, furnished and performed
according to the K, have become attached to the owners realty
a. The court does not apply this because of the facts of the case
2) The amount of the K work done that would be continuously be part of the
thing being installed.
a. This is what the court adopts
The benefit thus is the ripping up of the floor, which was necessary and part of the K
and the installation of the concrete footings which was necessary for the rest of K.
The things in the K that aid the contractor in his completion of the K, the contractor
cannot recover. He can only recover with the things identified with the warehouse
and attached to the floor of it.
Questions:
Comments: By that definition of benefit, everything that the K does towards the K is
a benefit for the D.
Case Name: Krell v. Henry
Court: Court of Appeals, 1903.
Citation: 2 K.B. 740.
Plaintiffs/Defendants: Krell (P), Henry (D)
Facts: D agreed to pay 75 pounds to rent a flat for two days for the purpose of
watching the King’s coronation. The D gave a 25-pound deposit. The King fell sick
before the date and the coronation wasn’t held. The P sues for the remaining 50
pounds and the D sues for his 25 pounds back.
Procedural History: Judgment for D on claim and counter-claim.
Issues: Whether there was an implied condition in the K that the procession should
take place.
Rules: It has been held that when parties enter into a K, where they are reliant on a
the continued existence of a condition, then if the condition they relied on for the K
no longer exists they are not obligated to perform the K (this is unless there is an
express or implied meaning in the K that it will continue even if the thing no longer
exists).
>>> This might be the case if the apartment no longer existed but is this the case if
something isn’t happening outside the window?
Judges ask two questions:

1) What is the substance of the K (i.e. why was it made?)?
2) And then, if in order for the K to be fulfilled must there be a particular state of
things?
3) If the K was prevented because the state of affairs was not how they were
supposed to be, was this reasonably foreseeable?
a. If reasonably foreseeable >> K is good.
If both parties intended something to the basis of their K, even if it is not stated in
the K nor needed for its performance, then the K can be rescinded.
Reasoning: The judge believes that it is not necessarily that the K cannot be
performed according to the K but it must be looked at from the perspective of the K
and the surrounding circumstance. Therefore, the questions in the rule must be
asked. As applied to this case, the K was made for the purpose of viewing the K and
in order for that to happen things must be in a particular state of affairs. Because
those affairs were not met the K does not hold up. Here the lessor meant to lease
specifically for the coronation and advertised for it.
Outcome: Appeal dismissed.

Case Name: Chase Precast Corp. v. John J. Paonessa Co.
Citation: 409 Mass. 371, 566 N.E.2d 603.
Plaintiffs/Defendants: Chase Precast Corp. (P), John J. Paonessa Co. (D)
Facts: P was supposed to supply D and Department of transportation some supplies.

Department of transportation lowered the supplies that they would need. P sues D
for the lost profits on the made supplies.
Procedural History: Judge ruled in favor of the D and appellate division affirmed.
Issues: Whether the D should not be held liable (due to the theory of impossibility)
Rules: Frustration of purpose: when an event neither anticipated (foreseen) nor

caused by either party, the risk of which was not allocated (written) by the K,
destroys the object or purpose of the K, thus destroying the value of performance,
the parties are excused from further performance.
(This is the sister rule to the impossibility rule but more applicable here because the
parties could have continued it just would have been pointless).
Reasoning: Following the rule above, the court finds that it was not D’s fault that the
median barriers were cancelled. Therefore, they can only be liable if the language in
the K rests the liability on them for something like this or the parties could have
reasonably foreseen something like this. There was no clause included in the K, the
judge found that they did not expect the K to cancelled, and this is a reasonable
finding. Therefore, it was not foreseen and not in writing, so they are not laible.
Outcome: Affirmed.
Questions:
Comments:
Case Name: Halbman v. Lemke
Court: S.C. of Wisconsin, 1980.
Citation: 99 Wis.2d 241, 298 N.W.2d 562.
Plaintiffs/Defendants: Halbman (P), Lemke (D)
Facts: P, a minor, bought a car from D for 1.250k. He paid 1k upfront and was to pay
25 per week. He paid for two weeks when a part of the car broke. The D still had the
title. The P got it repaired but did not pay for it (costing 700). The car repair place
took back the engine and delivered the car to P’s father. The car’s parts were stolen
at the father’s making it unsalvageable.
Procedural History: P sues for money back 1.1k. D sues for the rest of the money
owed, 150 dollars. Trial court granted judgment for P and appellate court affirmed.
Issues: Whether the P must make restitution for the property he wishes to return
that was accrued before returning the property i.e. does the P have to pay the repair
bill.
Rules: When a minor disaffirms the purchase of an item, he need only offer to return
the property remaining in his hands w/o making restitution for use or depreciation.
The item must not be a necessity.
Reasoning: The courts say that neither party disputes the rule that a minor can
disaffirm a K for the purchase of items that are not necessities. If they allowed the
vendor to recover for the minors appreciation of the value, this would allow in some
situations an exception to minor rule which the court won’t allow. An example of
this would be if a minor let him use a car and the minor had to pay for restitution
when he returned the car, it would allow the vendor to profit in spite of minor rule.
Outcome: Affirmed.
Questions:
Comments:
Case Name: Odorizzi v. Bloomfield School Dist.
Court: California Dist. Court of Appeals, 1966.
Citation: 246 Cal.App.2d 123, 54 Cal.Rptr. 533.
Plaintiffs/Defendants: Odorizzi (P), BSD (D)
Facts: P employed as a schoolteacher for D and was under a K to be a permanent

teacher the next year. He was arrested for charges of homosexuality, he resigned,
the charges were dismissed, and he sought to resume his position but they refused
and he sued.
When he resigned they came to house after he had been awake a long time,
questioned by the police and booked and told him they would publicize the event
and suspend him if he did not resign. Furthermore, if he did resign he would easily
be able to obtain work elsewhere.
Procedural History: Dismissed. His complaint alleges that his resignation was
invalid because it was obtained through duress, fraud, mistake, and undue influence
and given at a time when he lacked capacity to make a valid K.
Issues: Whether the P has a cause of action against the school.
Rules: Undue influence is persuasion which tends to be coercive in nature, and

overcomes the will w/o convincing the judgment. Needs to have high pressure,
which works on mental, moral, or emotional weakness to such an extent that it
approaches the boundaries of coercion. (Over persuasion)
Taking advantage of another’s weakness of mind or taking a grossly oppressive and

unfair advantage of another’s necessities or distress. Needs to have a dominant
person convincing a subservient one. (See more characteristics pg. 581 bottom)
Reasoning: They say he was not under duress, fraud or mistake at the time of his
resignation, but that he was under undue influence. No constructive fraud because
they did not have a confidential or fiduciary relationship. No duress or menace
because the action by the other party when claiming this must be unlawful. A threat
to do something lawful does not constitute menace. He was under undue influence
because it fits the bill.
Outcome: Reversed.
Questions:
Comments:
Case Name: In re Baby M
Court: S.C. of N.J., 1988.
Citation: 109 N.J. 396, 537 A.2d 1227.
Plaintiffs/Defendants: Sterns (P), Whitehead (D)
Facts: P, through artificial insemination got D pregnant. She was to carry the baby
and give it to them after the birth and terminate her parental rights. D had to the
baby but did not turn over the baby.
Procedural History: Trial court found for P’s enforcement of the K and allowed P to
adopt the baby and ordered D’s parental rights be terminated and P get full rights.
They said however, that the reason they were doing it was because it was in the
child’s best interest.
Issues: Whether the K is valid or invalid.
Rules:
Holdings on issues: Invalid.
Reasoning: The court says it is confusing how the other court says the K is valid but
they doing it for the child’s best interest. They agree that they should have done
what is best for the child but disagree and say the K is invalid. It is invalid because it
conflicts with statues and public policy of state laid out in the statues and decisions.
The provisions in the K that give money to D for the child is illegal. The coercion in K
that the D must give up the child before she even has it is illegal. Also, there is a
provision in the K stating the mother must terminate her rights to the child. These
are all illegal and thus the K is unenforceable.
The company that place them together is also illegal because it only accepts the
money after the child is born and place with the adoptive parents even though all its
services are done.
Outcome: Reversal of visitation issue and remanded.
Questions:
Comments:
Case Name: Austin Instrument, Inc. v. Loral Corp.
Plaintiffs/Defendants: Austin (P), Loral (D)
Facts: D was awarded a K by navy for goods. The K made provisions in the form of
penalties to D in the case of late deliveries or forfeiture of the K. The D solicited bids
from subcontractors and awarded it to the P for 23 parts. D was awarded a 2 nd navy
K. The P submitted bids for all 40 parts and D informed P that they would be
awarded only for parts they were the lowest bidder. Austin refused to accept an
offer for less then all 40 parts and said they would cease to deliver the parts they
owed under the 1st contract unless they paid a price increase on the parts delivered,
the parts they were going to delivery and awarded them the 2nd K. D acquiesced for
financial reasons.
Procedural History: After the last delivery on the 2nd K, P sued for the amount owed
and D sued for the price increases of the 2st subcontract. D argues that it was forced
to agree to an increase in price under economic duress. P awarded money due on 2 nd
K and D’s case was dismissed.
Issues: Whether D should be able to recover through the doctrine of economic

duress.
Rules: A party can claim economic duress when one party can prove that the other
party is threatening to breach the agreement by withholding goods unless the other
party agrees to some further demand. The part must show that they could not
obtain goods from another source of supply and that the ordinary remedy of an
action for breach of contract would not be adequate. The person who is extorted
Reasoning: Classic case of economic duress as established in the rule above. P put D
in a situation that deprived it of its free will. D had to worry about damages for late
deliveries and defaulting on the K with the government. Also, that the future K’s
with government would be jeopardized. The D could not just sue them in K because
then they would still be in breach of the K with the Navy. They therefore had no
choice but accept there counteroffer.
Outcome: Reversed and remanded to assess damages.
Questions:
Comments:
Case Name: Brian Construction & Development Company v. Brighenti
Court: S.C. of Connecticut, 1978.
Citation: 176 Conn. 162, 405 A.2d 72
Plaintiffs/Defendants: BC & D Co. (P), Brighenti (D)
Facts: Owner of property assigned K to P who gave a subcontract to the D for “all
excavation, grading, site work, asphalt pavement, landscaping, and concrete work”
and “everything requisite and necessary to finish the entire work properly” for
104k. Under the property there was considerable debris. The subcontractor relied
on test on the site in giving the estimate. The removal was not called for in the K,
because the P didn’t know about it either, and it was not included in the price. The P
and D entered into a new oral agreement with more compensation for removal of
the debris. D accepted and started work but quit midway through.
Procedural History: D won against P suit and D won against P suit. No damages
either way.
Issues: Whether the P should be able to recover because the D had already agreed to
do the work in the previous agreement.
Rules: When a party enters into an agreement for that which they already owe it
does not constitute a binding agreement. When one enters into a subsequent
agreement for greater compensation, an additional obligation or burden not
previously assumed is valid. Theory of unforeseen consequences.
Reasoning: The D and the P had a valid K for the removal of the debris because it
was a separate K.
Outcome: Reversed and remanded for trial court to determine how much D owes P
Questions:
Comments:
Case Name: Broemmer v. Abortion Services of Phoenix
Court: S.C. of Arizona, 1992.
Citation: 173 Ariz. 148, 840 P.2d 1013
Plaintiffs/Defendants: Broemmer (P), AS of P (D)
Facts: P went to clinic to get information about an abortion and other alternatives.
She signed three papers. One was to operate on her, one said that if there was a
dispute it would go to arbitration and not the courts, and one was a questionnaire
about her medical history. She completed the forms in 5 minutes. The next morning
they performed the abortion and punctured her uterus. She sued and the trial judge
gave summary judgment for P because of the arbitration agreement she signed.
Procedural History: Summary judgment for D, affirmed by court of appeals.
Issues: Is the agreement to arbitrate enforceable against P according to the facts?
Rules: The arbitration agreement is valid and invalid under the same laws that
govern K law.
To determine whether a K of adhesion is enforceable they ask to questions:

1. The reasonable expectations of the adhering party
2. Whether the K is unconscionable
If outside reasonable expectations or unconscionable there is not K.
Reasoning: The K was given to her in a “take it or leave it” fashion. They were non
negotiable and she needed to complete them if she wanted treatment. Furthermore,
they included advantageous things for them in the agreement like having medical
professionals as the arbitrators. She could not bargain in the agreement. The
agreement is further not binding because she did not knowingly give consent having
completed all three forms in 5 minutes. The K fell outside her reasonable
expectations of what she was agreeing to.
Outcome: Reversed trial courts decision and vacate in part the opinion of the court
of appeals.
Questions:
Comments:
Case Name: Williams v. Walker-Thomas Furniture Co.
Court: U.S. Court of Appeals, District of Columbia Circuit, 1965.
Plaintiffs/Defendants: W-T Furniture Co. (P- Appellee) Williams (D- Appellant)
Facts: P had a retail furniture shop. When D bought something the title would
remain with the P until all the payments were due. Furthermore, all new purchased
items would be added to the past items, so all the items would be completely
purchased at the same day. This was so that the P could repossess all the items even
if they were bought years apart if the D did not pay off the original item when he
bought the one.
Procedural History: The court of general sessions gave judgment for P and the Court
of Appeals affirmed.
Issues: whether the K terms are unconscionable and thus unenforceable.
Rules: Unconscionable has two parts: (1) absence of meaningful choice on the part
of one of the parties and (2) unreasonably favorable to the other party.
Reasoning: Following the rule above the court asks what is a meaningful choice or
lack there of. There must be little bargaining power (hence little real choice) for the
party that made the bad deal. Did the party understand the K?
Questions:
Comments:
Case Name: Brower v. Gateway 2000, Inc.
Court: S.C. of N.Y., Appellate Division, 1998.
Citation: 246 A.D.2d 246, 676 N.Y.S.2d 569.
Plaintiffs/Defendants: Brower (P), Gateway 2000, Inc. (D)
Facts: D sold computers and offered services that were not true. P’s wished to sue
but in the agreement that they received from D they had to go to arbitration which
hwas hard to get hold of and would cost 4k just to get a hearing and 2k was non
refundable + travel expenses. This is more then the average computer. They sue on
the grounds that the K was unconscionable.
Procedural History: Summary judgment for D.
Issues: Whether the K was unconscionable due to the burdensome procedure and
cost to the individual costumer.
Rules: When the 2nd part of the test is so unreasonable that it leaves the other party
no choice but to accept the agreement the courts may find that the agreement is
unconscionable.
Reasoning: The P argue that there was no bargaining and “a take it or leave it”
mentality. This is not true because they could have returned the product.
Whether the K was unconscionable due to the burdensome procedure and cost to
the individual costumer. Unconscionable has two parts: (1) absence of meaningful
choice on the part of one of the parties and (2) unreasonably favorable to the other
party. The 1st part of this test does not favor the appellants but the 2 nd part does and
the court finds the costs so unreasonable and the individual consumer has no option
but to be stuck with the faulty product that they find the K unconscionable.
Outcome: Reversed for parties to find an arbitrator that is not unconscionable.
Questions:
Comments:

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Case Name: Hawkins v. McGee, 1929

Citation: 84 NH 114, 146 A. 641

Procedural History: Breach of alleged warranty. Count in negligence, which a

Plaintiffs/Defendants: Sullivan (P), O’Connor (D)

Holdings on issues: Reliance damages + pain and suffering (not expectancy

Trying to calculate damages for the future is always speculative.

Plaintiffs/Defendants: Congregation (P), DeLeo (D)

Facts: Man with prolonged disease promised 25000$ to congregation 4 or 5 times in

Issues: Whether there was consideration or reliance on the promise. Whether

Holdings on issues: No to all 3.

Outcome: Judgment affirmed.

Reasoning: Consideration at the time meant giving up a legal right because a

Outcome: Reversal to original decision.

Issues: Who is eligible if anyone to receive the money?

Holdings on issues: Reppert.

Outcome: Judgment is affirmed.

Reasoning: A promise to do something out of love an affection can not constitute a

Outcome: Reversal and new trial.

Plaintiffs/Defendants: Duncan (P) Black (D)

Issues: Whether someone is obligated to pay (assuming they promise to pay an

Outcome: Affirmed lower courts.

Question – Is the whole contract void? i.e No

Plaintiffs/Defendants: Batsakis (appellant/P), Demotsis (appellee/D)

Procedural History: Resulted in payment to Batsakis for 750 principal plus 8%

Holdings on issues: Defendant owes plaintiff 2000$ plus interest.

Outcome: Judgment is affirmed with changes to 2000 owed plus interest.

Questions: What does the final statement in the opinion mean?

Want of consideration – lack of consideration

Plaintiffs/Defendants: Mills (P), Wyman (D)

Issues: Whether someone who promises something, without anything in return, is

Rules: Without a consideration (i.e. something in exchange for something else) a

Past considerations are not legally enforceable.

Holdings on issues: No, the defendant is not legally required to pay.

Plaintiffs/Defendants: Webb (P), N.F. McGowin and J.F. McGowin (D’s)

Procedural History: Judgment of nonsuit.

Rules: If material benefits are received without a request but a promise is

Holdings on issues: Yes they can make a sufficient consideration.

Outcome: Reversed and Remanded.

Is there a mutual inducement? No.

Plaintiffs/Defendants: Drake (P – child of Shadrach Seavey –S.S.), Seavey (D)

Holdings on issues: Yes.

Reasoning: The fact that he made improvements to the land constitutes a

Outcome: Case discharged, promise enforced, P gets the land.

Questions: contract that by its term cannot completed within 1 year?

Plaintiffs/Defendants: Widow (P), Brother of P’s husband (D)

Procedural History: Court ruled in favor of P for 200 dollars.

Issues: Whether a promise to perform an action w/o a consideration is legally

Holdings on issues: No.

Plaintiffs/Defendants: Scothorn (P in original trial), Ricketts (D in original trial)

Procedural History: Judgment for the P in the original trial.

Holdings on issues: Yes

Plaintiffs/Defendants: Allegheny College (P), NCCB (D)

Holdings on issues: Yes.

Questions: This is pretty shitty brief

Plaintiffs/Defendants: Logan (original P), First Nat’l Bank (original D)

Brandt gave them 80K to get a 2/3 interest in the company.

Rules: If someone is promised something and he or she is at a detriment because

If someone is promised something and he or she is at a detriment because they

Outcome: nonsuit of loss profits (2 in reasoning) and decrease in value of certain in

Questions: Does it matter how big the detriment is to the person?

Plaintiffs/Defendants: Stearns (P), EW Co. (D)

Procedural History: At trial, jury assigned damages equity to pursuant.

Rules: Promissory estoppels cannot circumvent the statue of frauds. Equitable