BUT, if the builder realizes that costs will be higher than expected, he will destroy the evidence and lie, and there will be no chance for the homeowner to demonstrate that there was acceptance. What are the arguments for and against the Bush Rule? Hand must be assuming that it’s not customary in the industry to accept a bid without notifying someone or else he’d find otherwise in this case. Note: Is the rule trivial just because it is based on what a reasonable person would do anyway? Caveat: Promisor’s threat here may not be too credible, b/c of reputation. Hoffman v. Red Owl F: Red Owl promised Hoffman a franchise if he’d invest $18K H: Ct. finds that enough essential terms weren’t agreed upon to form a binding contract and thus uses promissory estoppel to award reliance damages. Opinion for Effrin Jermon Smith v. State — Brought to you by Free Law Project, a non-profit dedicated to creating high quality open legal information. If the market drops, builder will quickly reveal the special wood to show that a binding contract has been formed (by performance). Still excluded? Creates a good faith duty to perform, but this is problematic because it enables any party who doesn’t believe the other is working hard enough to go to court and argue bad faith. What about compelling a company to paint your house? Raffles is identical…Simpson says the seller should get at least the terms least favorable to him/her. Probably no contract, under §201, and Raffles & Oswald. and ctct. Adler: The ct. is trying to punish the breaching party, but that’s troubling, because there are no bad actors in contracts. In reality, he thinks there is a ctct because he treats it like a ctcts case {he says the gen is bound to sub as well, making it clear it’s not gratuitous promise, and he awards expectation instead of reliance}. It doesn’t have to be this way, but cts. In the Ford case (1988), the Supreme Court of Canada declared that sections 58 and 69 of the Charter of the French Language (Law 101), which required the exclusive use of French in commercial signs and the style of firm names, were incompatible with subsection 2(b) of the Canadian Charter of Rights and Freedoms and section 3 of the Québec Charter of Human … Ford v. Wainwright Case Brief. Should not matter. Complainant seller filed an action against defendant buyer for specific performance of a contract. Neri v. Retail Marine Corp (1972) F: Neri put $4K down on a boat and breached. w H: The purpose was frustrated; Question: Did they throw the ctct out, thus putting the loss on the lessor? Syllabus. [Many old outline notes on unconscionability in my notes, vol. Likely so. Name:Dodge v.Ford Motor Co. The issue is whether or not the changed circumstances qualify as an excuse). They didn’t, so it was merely an offer either party could back off from. Good solution to the uncertainty problem of expectation damages. No contracts or commitments. Even if A=10, and their only liability is thus 10, they’ll perform, because performing sucks for them (-4), but it doesn’t suck as bad as losing the 10 (and the contract price). Maybe he contemplated it but just decided the chances it was a diamond were so remote the rock was only worth $1! Restatement § 214, UCC 2-202. If it is easy enough to return an offer, the Ct. will usually expect you to; if there is any burden at all in giving it back, the court will probably just expect you to keep it. [It appears there is no SP for corporate services; only enforcement of a negative pledge] Specific Performance and Services The Case of Mark Clark Having to perform is degrading to the performing party. H: Impossible for seller to perform b/c hall is gone. Where they are done poorly by one party, too bad for him. SHAM. Mitigation & Efficient Breach: If you believe the fisherman when he says he has a strong aversion to delivery company B, then that can be included in calculation of waste and he can be fully compensated. We have always assumed them away. We already have the unconscionability doctrine to prevent extreme cases. Offer does not include compensation for effort, only for result. \ painting your house). On February 15, 1984, a group of Quebec retailers challenged provincial legislation prohibiting the use of English advertising on outdoor signs. Non-bargained for commitments can be enforceable if the other party relied on those commitments to a detriment. Under expectancy with two different owners, though, AP will promote like crazy b/c full expectation damages are guaranteed, thus forcing CC to rush the job and overinvest (which is wasteful, inefficient). The goods in question with SP are usually already made, so there has been no waste in producing/improving them like there is with painting a house. Question: What did Adler mean when he said that the difference between intention and accident is one of degree, not kind, and that that is a theme for this course? There’s nothing in the restatement or the UCC (not applicable here, but assume it is) that would preclude interpretation of the contract. Future Study: Be sure that you understand the Cts. Doctrinally, one can argue that there has been substantial performance and that there are doubts about Baker’s claimed idiosyncratic value. You cannot charge more just because he had more resources: you must use the reasonable, market price (if the mkt. CBS v. Davis, 510 U.S. 1315, 1317, 114 S.Ct. The Chancery Court of Jackson County, Mississippi, dismissed the bill of complaint, and the seller sought review of that order. Although the New York Court of Appeals' decision clarifies New York law in major respects, it adopts no theories that could not have been found in caselaw or in pertinent literature. Adler hates that we can’t just give the parties what they bargained for, even if it turns out poorly, but says the one big reason we need a limit is so that a buyer can’t go into the resale business and just claim that acting under the terms of the ctct is always good faith. This doesn't mean, however, that problems can't arise with confusion between ex ante and ex post calculation of mitigation. An aggressive restitution measure, plus the two levels of reduction used in Britton, yields the same amount as the expectancy measure. If Abel could breach and sue (anti-Bush), she could charge the contractor the $15 she saves him (expectancy), and earn $15 as an electrician, netting $30, or a $10 surplus for herself. Note: Contractor, if he knew of her chance to mitigate, would fire her right away and force her to mitigate. Promissory estoppel must involve enforcement of a gratuitous promise (QUESTION: Does Adler mean this to apply to real promissory estoppel cases, versus Reliance cases that we are looking at? H: Substantial performance occurred. Ford v. Ford, 371 U.S. 187 (1962) Ford v. Ford. They are too confusing to law students. That’s what the court is trying to do. Restatement (2d) §17: Reqs of a Bargain: Mental reservations don’t impair formation of ctct Restatement (2d) §19: Conduct as Manifestation of Assent: Written or spoken words, actions, omissions can all be acceptances; Party must intend for action to be acceptance or have reason to know that the other party will interpret it as such. Note: Ct. would probably never tell a lessee that it should have made a change because it would have maximized joint welfare, because the ct. can’t/won’t be sure that the change would have worked; too speculative. 2140, 29 L.Ed.2d 822 (1971). H: No requirement to mitigate for work of a different or inferior kind. There is NO CONTRACT. DOCTRINE: Enforceability turns on the same issues as determining whether an offer was, or reasonably could have been interpreted as, assent to be bound upon acceptance. H: P is entitled to partial compensation, even though he breached. A claims no damage because trailer isn’t worth anything. Rent or Buy Contracts : Cases and Doctrine - 9780735526341 by Barnett, Randy E. for as low as $4.37 at eCampus.com. Material Breach and Efficient Breach/Investment: The goal is to allow efficient breach and foster proper investment. Parties here acted in good faith. Scholl v. Hartzell case brief summary 20 Pa. D. & C.3d 304 (1981) CASE SYNOPSIS. Commercial Leases Case Study: We will be studying commercial leases b/c they are symptomatic of the good faith dilemma. See Restatement (2d) §§ 34, 204, and compare with UCC §2-204. Les nouvelles primes gouvernementales vous permettent d’obtenir jusqu’à :. But, if you really believed these parties never contemplated the event that arose, then it doesn’t matter who takes the loss in that case, but the court should use the case as a chance to set a good default rule/precedent. The car was struck from the rear end after stalling on the highway and due to the placement of the gas tank, it was … Ct. awards reliance damages as though it were promissory estoppel, but in fact it is just a contracts case where reliance damages are awarded. Expectancy is not used and breaching party cannot claim for what the other party would have lost had there been performance. Restitution is both a remedy for a breach and an independent cause of action when there is no contract (known as quantum meruit or quasi contract). Employer argues that he mitigated and thus dmgs should be reduced. EXPECTATION DAMAGES ARE LIMITED TO FORESEEABLE DAMAGES ONLY! [§2-708(2): If diff. You want a law requiring consideration when the cost of performance is low, and you want a law not requiring consideration when the cost of performance is high (because promisor is right to demand more pay). Loveless found out and retracted the offer. Policy: Not worth it to burden the legal system with every single promise or utterance. Lack of quantity implies there is no offer. price (when buyer learned of breach) and ctct price Nurse v. Barnes (1664) P rented a mill for 10L per 6 mo. Shippers with unusual items must protect themselves. Jermon (defendant) entered into a contract with Ford (plaintiff) under which she would act at theaters that he managed. BUT, in the case of idiosyncratic tastes, the ct. is quicker to question this and will hear evidence that maybe the value conferred isn’t the market value. (Think high interest rates for the poor. [It’s possible that there just was no tie-breaker available in Peerless, but not likely; it’s mostly symbolic of a shift in the courts over time. Sedmak v. Charlie’s Chevrolet (1981) F: Oral contract for Indy 500 Pace Car; $500 deposit made; special requests for car made and included. That being said we also have a compendium that lists all our casebriefs in alpha order. Anglia Television LTD v. Reed (1971) F: Reed breached contract w/ English production team H: Lost profits are too speculative (and in this case they really ARE, because play may have lost or gained money), so reliance is awarded (kind of). App. Do we want the rule requiring consideration for modification? Cts. OLD LAW: This case no longer accurately reflects the courts’ approach to agreements to agree. If the 10.5 is in huge letters and circled and underlined and all that, then it would seem to be a major, major term, and Baker would have a better case. It declared a dividend of $1.2 million. [Cite as Kent State Univ. Ct. does not ultimately rely on price, though it seemed like it would. H: Ct. limits expectation damages to what could fairly and reasonably be said to: Arise naturally from the breach, or May reasonably have been contemplated by both parties, ex ante, as the probable result of breach of the ctct. would require explicit negative clause. The problem, says Adler, is that he’s not sure there are any cases in which this is a legitimate outcome. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Explicit Warranties: If I know the warranty to be false but buy the product anyway, can I sue to enforce the warranty when the product does not live up to the warranty? Sorry for the delay (and length...there is a lot to this case). Promissory Estoppel/Detrimental Reliance Detrimental Reliance: Silly to include it under consideration; should be separate cause of action. The reason is that there will always be potential situations where a party with the information will lack the incentive to use it unless the rules allow either party to benefit from the information, in which case there is the risk of a premature race to claim the benefits. The difficulty, though, is in trying to decide whether or not we believe Baker. Restatement 2d § 89: Modification of Ctct: Common law rule is that modifications require consideration, but they must be fair and based on unanticipated circumstances. AP won’t act as if delivery of the coaster is 100% guaranteed and will invest appropriately. Very little guidance in case or UCC for concrete interpretation: Shutdown by a requirements buyer might be permissible due to lack of orders but is not permissible merely to curtail losses; NORMAL expansion is possible, but a sudden expansion is not. (BAD verdict, but inevitable w/o a dollar value on her suffering.) selling your home and Seaver moves in). H: NOT a unilateral mistake b/c not every relevant fact is an implicit term of the contract. What diamond shipper would send diamonds with a paper carrier without making the contents clear? Hierarchy: Express terms, course of performance, course of dealing, then trade usage (custom) Raffles v. Wichelhaus (EARLY case; not consistent w/ doctrine/Frigaliment) F: Peerless boats case. Where nothing ever qualifies as an excuse, captain never has to renegotiate, and, when the excuse is legitimate and their assets are less than the fish, we won’t get the fish caught! The fishermen will breach, and it’ll be inefficient, and there will be no renegotiation because there is a strict consideration doctrine in place. WARRANTIES Warranties can be explicit or implicit. Seller argues that under their old agreement, Tuesday meant anytime on or before Wednesday morning. NOTE: It does NOT matter if the offeror knows of the assent! Thus, the court uses the definition of the Agriculture Dept. In this divestiture action under 7 of the Celler-Kefauver Antimerger Act, the Government challenged the acquisition by appellant, Ford, the second largest automobile manufacturer, of certain assets of Electric Autolite Co. (Autolite), an … See §61 and §2-207 MIR NOT literal! Publisher pursued it but offered no compensation. (Dickinson obviously knew it was revoked b/c he was chasing after Dodds). 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Cts. Would you wait […] The Ct. rarely concerns itself with whether the bargain is a good one or bad one. Expenses prior to ctct were done at their risk and are not recoverable (conflict with Anglia). Decided December 10, 1962 . Why don’t they violate notions of indentured servitude the way SP does in Ford? [The judges would likely disagree on inclusion of past practice, however.] That’s the overall goal, so if subjectivity fosters that goal, then it’s appropriate. Seller must have reason to know the buyer is relying on seller’s skill or judgment to furnish appropriate goods. (“Dragnet clause”). True? Wassenaar v. Towne Hotel (1983) F: Employee was wrongfully discharged; there was a liquidated damages clause entitling him to $24,640 (awarded by jury); Employee, however, found other work. Explicit $1,000 liquidated dmgs clause. DOCTRINE: A requirements contract is valid as long as the buyer has real requirements, not illusory ones, and therefore the seller has some chance of profit. 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