Cases Flashcards
(31 cards)
ALLEN v. BISSINGER, CO.
Facts: P sold copies of ICC and said contract was formed with D to sell him the reports, D says he didn’t assent to this.
§ Issue: Was a contract formed when acceptance reasonably refers to subject matter of the offer?
§ Rule: a contract is formed where applying a reasonableness standard, an acceptance through not exactly the same language of an offer clearly refers to the offer so that parties manifest intention of agreeing
Feldman v. Google, Inc.
Facts: P clicked on online agreement to place ads through Google (D) but
said there was no K as he did not have notice and therefore did not assent
to the terms
§ Issue: Is an online clickwrap agreement binding?
§ Rule: An online clickwrap agreement is binding where the online user has
reasonable notice of the agreements terms and it is clear by clicking accept the user agrees to be bound by the terms.
Ray v. William G. Eurice Bros
Facts: D signed a K with new building plans and failed to perform them.
P sued for breach. D said he never saw new terms.
Issue: Is a party bound to signed document he has the capacity to read and understand?
o Rule: party is bound to a signed document which he has read with the capacity to understand it absent fraud, duress or mutual assent
§ Significance: example of duty to read, being bound to objective assent not meeting of the minds
Skrbina v. Fleming
P signed away benefits thinking it was new hire forms court found she should have read)
Lucy v. Zehmer
court found it reasonable to believe sale of farm was agreement not joke
Leonard v. Pepisco
court found it unreasonable to believe you could trade Pepsi points in for a jet)
Normile v. Miller
Facts: P sought specific performance for the sale of Ds property after he accepted Ds counteroffer within time period set for acceptance in original offer but after D sold property to P.
§ Issue: Can a purchaser accept a counteroffer after receiving notice its been revoked if acceptance is within time period of original offer?
§ Rule: A purchaser does not have the power to accept a counteroffer after receiving notice of revocation by accepting counteroffer within time period of original offer.
Significance: prior to acceptance (unless there is an option) an offeror can revoke an offer
Longergan v. Scolnik
Facts: P made several written inquires about advertised land, but it was
sold to another.
§ Issue: Was there an enforceable K where P sent letter saying he wanted to
buy the land?
§ Rule: there is no enforceable contract where communications do not
evidence a definite offer and acceptance.
Izadi v. Machado
Facts: P attempted to buy a car from D for certain terms made by
advertisement. D refused Ps offer and P sued D for breach of K.
§ Issue: Can offer be inferred from an advertisement where it is reasonable
to believe a certain enforceability?
§ Rule: If offer is conveyed by the objective reading of an ad it doesn’t
matter that advertiser did not intend for binding offer.
Significance: this shows the exception to the traditional rule
Cook v. Coldwell
Facts: P was a former employee of Coldwell Bank (d) who alleges she
accepted Ds offer of a bonus by substantial performance and relied on
bonus. D did not give P bonus because she left Coldwell.
§ Issue: Can a unilateral K be revoked if offeree has already started
performance?
§ Rule: in the context of an offer for a unilateral K the offer may not be
revoked when the offeree has accepted the offer by substantial
performance.
Santeriale v. R.J Reynolds Tobacco Co.
Facts: P participated in Ds customer loyalty program through which he
could obtain merchandise. D refused to provide merchandise in
accordance with terms of programs months before its official termination.
§ Issue: Is lack of mutuality fatal to a claim of breach in a unilateral K?
§ Rule: lack of mutuality is not fatal to a claim of breach of a unilateral K.
• Lack of mutuality: idea that both parties agree to be bound
Walker v. Keith
Facts: D the lessor contended that the option provision in his lease with P
the lessee did not fix rent with sufficient certainty to constitute an
enforceable K with the parties.
§ Issue: where the essential terms such as price are not contained can a K
still exist?
§ Rule: where the essential terms such as price are not contained in an
option K and no standards are included whereby such terms may be
judicially determined—no contract exists.
Common Law Rule: you cannot enforce contracts missing essential terms if a
party is aware such term is missing
Quake v. American Airlines
Facts: American Airlines (D) canceled its agreement with general contractor for construction of an expansion of its airport facilities, Quake Construction Inc (P) a subcontractor alleged that the letter of intent was a binding offer
§ Issue: although letters of intent may be enforceable, are they if they were not intended to be binding?
§ Rule: although letters of intent may be enforceable such letters are not necessarily enforceable unless the parties intend them to be contractually binding.
Hamer v. Sidway
Facts: D decedent promised to pay $5000 to P assignor if he would forbear
from the use of liquor, tobacco, swearing or playing cards or billiards for
money until his 21st birthday
§ Issue: Is a waiver of any legal right at the request of another party
sufficient consideration?
§ Rule: a waiver of any legal right at the request of another party is a
sufficient consideration for a promise.
Significance: detriment need not be economic, it is suffieienct to relinquish a legal right
Pennsy Supply Inc. v. American Ash
Facts: P contended that its disposal of a hazardous material it had obtained for free from American Ash Recycling Corp. of Pennsylvania (D) constituted consideration necessary to support various breach of contract, warrant and merchantability claims.
§ Issue: does relief of legal obligation constitute sufficient consideration to ground contract and warranty claims?
§ Rule: relief of a manufacturer’s legal obligation to dispose of a material classified as hazardous waste, such that manufacturer avoids the costs of disposal, constitutes sufficient consideration to ground contract and warranty claims brought by disposer.
Willinston’s Tramp ex
if a man told a tramp “walk around the corner and buy yourself a new coat on me” no reasonable person would view this as consideration because it’s just walking around the corner. This is obviously a gift
§ It is a fine line to find consideration or gift, courts like to push to find consideration in order to enforce contracts
§ A good way to see is whether promise is whether the occurrence of condition would benefit promisor if so it is fair that occurrence was consideration
Dougherty v. Salt
Facts: P was attempting to recover on note from aunt promising money §
Issue: is a note that is not supported by consideration enforceable?
§ Rule: a note not supported by consideration is unenforceable
• what could Aunt Tillie have done to ensure gift was made?
o Nominal consideration: small consideration to simply
keep enforceable K (RST 2nd 71 rejects this)
o Could try promise under seal: RST 95 says this is only
okay if common law allows promise under seal, rare
o Executed or testamentary gift: give the gift as cash or
leave in a will as last will and testament
Dohrman v. Swaney
Facts: P a neighbor of Mrs. Rogers contended the purported contract Mrs.
Rogers had entered with him whereby he would be entitled to $4 million from her estate along with her apartment was supported by adequate consideration and was not unconscionable and not product of fraud
Issue: Will a contract fail as a matter of inadequate consideration?
Rule: where consideration supporting a purported contract is so grossly inadequate as to shock the conscience of the court, K will fail.
Plowman v. Indian Refining Co
Facts: P and others sought to enforce a benefit agreement between them
and their former employer Indian Refining Co (D)
§ Issue: are past services enough to support an enforceable contract?
§ Rule: past services are not sufficient consideration to support the
enforceability of a contract to provide continuing payments to former employees.
- Significance: Legal consideration is necessary not just love and respect
- Note: may be able to recover via PE in commercial context
Marshall Durbin Food Corp. v. Baker
Facts: Marshall Durbin Food Corp (D) contended that a contract that
purported to pay Baker (P) a former employee, his salary for five years upon the happening of certain triggering events was invalid for lack of consideration
§ Issue: Is an agreement supported by sufficient consideration to create an enforceable K where one party has illusory promise, second party has promise of unilateral contract contingent on first parts performance?
§ Rule: an agreement is supported by sufficient consideration to create an enforceable contract where one party has made an illusory promise, the second party has made a promise of a unilateral contract that is contingent on first party’s performance and first party has performed to fulfillment
Jannush v. Naffziger
Facts: P owned Festival Foods concession business they said had an
enforceable K with D because terms identified and D breached K
§ Issue: Does UCC apply?
§ Rule: UCC applies in contract that is primarily for the sale of goods and is
enforceable where, although many terms are missing, essential terms exist
E.C Styberg Engineering Co. v. Eaton Corp.
Facts: P a components manufacturer, contended that D an automobile
parts producer and P had K for D to purchase 13k transmission parts from
§ Issue: Does UCC apply? If so was a K formed?
§ Rule: Under UCC a contract for the sale of goods is not formed where the
communication evidence ongoing negotiations but no agreement to price,
quantity and monthly production volume
Princess Cruises, Inc. v. General Electric Co.
Facts: P issued a purchase order for repairs from D upon inspection D
found additional work needed. P had to cancel a cruise and paid full
amount of K later finding repairs not properly done.
§ Issue: Does the UCC apply?
§ Rule: When the predominant purpose of maritime or land based K is
services rather than goods the UCC is inapplicable and common law rules
Brown Machine, Inc. v. Hercules, Inc.
Facts: D which purchased a trim press from P through boilerplate forms refused to indemnify P in a lawsuit brought by a D employee who was injured while using the trim claiming P language was a counteroffer
§ Issue: Was this a counteroffer or an acceptance?
§ Rule: an offeree’s reply that purports to accept an offer but make
acceptance conditional on the offeror’s assent to the terms not contained in
the original offer is a counteroffer rather than an acceptance.
