Term
| Implied in Fact contracts |
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Definition
Restatement 19
Wrench v. Taco Bell
UCC 2-204 |
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Term
| Effect of misunderstanding |
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Definition
Restatement 20
Peerless
Konic International v. Spokane |
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Term
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Definition
Restatement 24
External Manifestation of willingness to enter into a bargain so as to make a person reasonably understand his assent to the bargain is invited and will conclude it. |
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Term
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Definition
Restatement 26: requires manifestations of assent to make binding
Texaco v. Penzoil: intent to be bound
168th and Dodge v. Rave Cinemas: no intent to be bound Restatement 27: if parties intend to be bound immediately and write contract down later, contract still valid. |
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Term
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Definition
Restatement 33: requires basis for breach and remedy
Restatement 206: if valid, will be interpreted against draftsman
UCC 2-204: requires basis for remedy and parties' intention to enter contract |
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Term
| Ways to terminate offeree's power of acceptance |
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Definition
Restatement 36
4 ways: revocation, counteroffer and rejection, lapse of reasonable time, and death |
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Term
Rejection or counteroffer does not close option contract.
Unless offeror relied on rejection of counteroffer to detriment. |
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Definition
Restatement 37
Humble Oil v. Westside |
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Term
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Definition
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Term
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Definition
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Term
| Exception to mailbox rule; rejection or counteroffer by mail does not terminate power of acceptance until received by offeror; acceptance sent after is only a counteroffer unless received before |
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Definition
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Term
| reasonable lapse of time to terminate power of acceptance |
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Definition
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Term
| power of acceptance is terminated when offeree receives revocation |
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Definition
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Term
| power of acceptance is terminated when offeree acquires reliable information that offeror revoked offer |
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Definition
Restatement 43
Dickenson v. Dodds |
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Term
| option contract created when offer asks only for performance and performance is begun |
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Definition
Restatement 45
Marchiondo v. Scheck |
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Term
| acceptance by offer defined (either by promise or performance) |
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Definition
Restatement 50
Acceptance of an offer is a manifestation of assent to the terms made by the offeree in a manner invited or required by the offer. |
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Term
| acceptance by performance (notification to offeror) |
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Definition
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Term
| acceptance of non-promissory offers (a promise to perform does not keep offer open; must start performance or offeror can revoke) |
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Definition
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Term
| acceptance by promise- (notificiation to offeror) offeror must receive acceptance seasonably or offeree must exercise diligence to notify offeror of acceptance |
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Definition
Restatement 56
Hendricks v. Behee |
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Term
| acceptance must comply with the terms of the offer |
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Definition
Restatement 58
Mirror Image Rule |
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Term
| acceptance with conditional additional or different terms is a counteroffer (mirror image rule) |
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Definition
Restatement 59
UCC 2-207 is modification of mirror image rule |
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Term
| acceptance which requests change of terms is not invalidated unless acceptance depends on assent to changed terms |
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Definition
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Term
| (part performance as acceptance) offer that can be accepted by promise or performance: beginning of performance operates as a promise to render complete performance |
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Definition
Restatement 62
Ever Tite Roofing v. Green |
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Term
Mailbox Rule
Does not apply to option contracts |
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Definition
Restatement 63
Adams v. Lindsell |
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Term
| mailbox rule only applies when acceptance is properly dispatched |
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Definition
Restatement 66
Restatement 67- still acts as acceptance if received by offeror seasonably |
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Term
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Definition
Restatement 69
3 situations where it applies
Russell v. Texas
Course of dealing: Ammons v. Wilson |
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Term
| consideration defined: bargained for exchange |
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Definition
Restatement 71
Hammer v. Sidway- giving up legal right |
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Term
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Definition
Restatement 73
Levine case
Alaska Packers: no consideration when one party coerces another to modify
contract for a duty they already are bound to perform |
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Term
| claim made in good faith at the time of formation is sufficient for consideration |
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Definition
Restatement 74
Fiege v. Boehm |
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Term
| equivalency is not required for consideration |
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Definition
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Term
| what was bargained for does not need to induce the promise |
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Definition
Restatement 81
Thomas v. Thomas |
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Term
| moral obligation is consideration for subsequent promise on debts if indebtedness is still enforceable |
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Definition
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Term
| Promise plus antecedent benefit: moral obligation is consideration for subsequent promise when it was not a gift, caused material benefit, and is not disproportionate to the benefit |
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Definition
| Restatement 86 Mills v. Wyman |
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Term
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Definition
Restatement 87: in writing w/ consideration or made through P.E.
P.E. split of authority:
Old rule: James Baird v. Gimbel Brothers: P.E. did not make option contract
New rule: Drennan v. Star Paving: P.E. did make option contract |
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Term
| modification to contract is enforceable if it was made before contract was fully performed, circumstances were unanticipated, and modification is fair and equitable. |
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Definition
Restatement 89
Angel v. Murray
UCC 2-209: good faith, does not need consideration |
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Term
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Definition
Restatement 90
Ricketts
Hoffman v. Red Owl |
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Term
| contract for sell of land is within SOF |
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Definition
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Term
| memorandum for SOF may consist of several writings if one is signed and circumstances indicate they relate to the same transaction |
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Definition
Restatement 132
Crabtree v. Elizabeth Arden
UCC 2-201
Split on what is required |
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Term
| part or full performance of oral contract removes it from SOF |
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Definition
Restatement 139
Sullivan v. Porter |
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Term
| every contract imposes good faith and fair dealing |
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Definition
Restatement 205
UCC 2-103: good faith defined |
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Term
| interpreting against draftsman when indefinite terms |
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Definition
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Term
| contract not illusory if promisor reserves right to be satisfied with some condition if reasonable person test used |
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Definition
Restatement 228
Omni Group
Neumiller Farms |
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Term
purpose of remedies
types of remedies |
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Definition
Restatement 344
Restatement 345- types of judicial remedies (expectation, reliance, restitution) |
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Term
| damages must be foreseeable to recover |
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Definition
Restatement 251
Foreseeable means ordinary course
or known special circumstances
Hadley v. Baxendale |
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Term
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Definition
UCC 2-103
honesty in fact and observance of reasonable commercial standards of fair dealing in trade |
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Term
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Definition
UCC 2-104
trades in goods or is professional user of goods |
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Term
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Definition
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Term
| seal does not constitute consideration |
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Definition
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Term
| Implied in Fact and Indefinite Agreements |
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Definition
| UCC 2-204: implied in fact and contract with open terms is not illusory if parties intended to make contract and there is a reasonably certain basis for giving appropriate remedy |
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Term
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Definition
UCC 2-205
made by merchant in writing
does not need consideration
cannot exceed 3 months |
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Term
| acceptance in general can be promise to ship or actually shipping |
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Definition
UCC 2-206
Ammons v. Wilson
Accommodation is a counteroffer (Corinthian Pharm Systems) |
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Term
| Modifications of Mirror Image Rule |
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Definition
UCC 2-207
(1) Hill v. Gateway: rejection of additional terms within reasonable time by non-merchant
(2) DTE Energy v. Briggs Electric: additional terms materially altered contract
(3) Textile Unlimited v. BMH: conditional additional terms dropped out of contract when conduct showed acceptance of contract |
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Term
| modification by contract does not need consideration (good faith test) |
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Definition
UCC 2-209
Roth Steel v. Sharon Steel
Good Faith test
Abolishes pre-existing duty rule |
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Term
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Definition
UCC 2-302
Jones v. Star Credit |
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Term
| indefinite price/open price terms |
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Definition
UCC 2-305
Oglebay Norton v. Armco
(usage of trade, market value, course of dealing, course of performance) |
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Term
| requirement and output contracts are not illusory |
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Definition
UCC 2-306
McMichael v. Price- mutual obligation
Lady Duff Gordon- good faith efforts
Field v. Henry- contract measured by good faith |
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Term
| forward sales contracts can be invalid for mistake, impossibility and impracticability |
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Definition
UCC 2-615
Bolin Farms v. American Cotton Shippers |
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Term
| specific performance as a remedy |
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Definition
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Term
| Adequacy is not required for consideration |
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Definition
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Term
| Novelty is not required for consideration |
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Definition
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Term
| minimal consideration is not adequate |
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Definition
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Term
Promise plus antecedent benefit: only when the party making the promise gains something in return is the promise valid.
Four situations when moral obligation is consideration for express contract: debts barred by SOL, debts incurred by children, debts dismissed by bankruptcy, receiving a material benefit |
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Definition
Mills v. Wyman
Debts barred by SOL: Restatement 82, Manwill case: promise has to be in writing.
Material benefit: Split:
Webb v. McGowin- upheld promise
Harrington v. Taylor- do not uphold promise |
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Term
| Promissory Estoppel: enforcing charitable contributions |
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Definition
Allegheny College: gave benefit to promisor, enforceable
Congregation Kadimah: no reliance, not enforeceable |
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Term
| To turn at-will employment into valid unilateral contract, need definite termed promise. |
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Definition
| Blinn v. Beatrice Community Hospital- P.E. could work here |
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Term
| Contract with something like a warranty cannot be enforced with P.E. because it already has consideration. |
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Definition
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Term
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Definition
| Professional Bull Rider v. Autozone |
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Term
| SOF: exception to lack of writing is admitting contract during pleadings |
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Definition
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Term
| Objective test for Assent |
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Definition
Restatement 21
Lucy v. Zehmer- look to outward expression/objective manifestation; no contract if both parties knew they were joking |
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Term
| same offer could be made to multiple parties |
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Definition
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Term
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Definition
Usually advertisements are requests to make an offer (Lonegran v. Scolnick, Leonard v. Pepsico)
Exception: Lefkowitz: ad was clear, definite, and explicit, and left nothing open for negotiation |
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Term
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Definition
Carlill v. Carbolic Smoke Ball- reward offer seeking performance as acceptance created unilateral contract
Glover v. Jewish War Veterans- must know of offer before you can accept offer |
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Term
| Incomplete agreement: usage of trade can be used to establish indefinite terms in contract |
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Definition
| Metro Goldwyn Mayer v. Schneider |
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Term
| agreement to agree on price is not valid contract |
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Definition
Joseph Martin v. Schumacher
UCC 2-305 |
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Term
| Good Faith: Exercise of discretion granted by the contract |
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Definition
| Centronics case, Neumiller Farms |
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Term
| Good Faith: Prevention, hindrance |
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Definition
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Term
| Good Faith: Failure to cooperate |
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Definition
| Billman v. Hensel: need to make good faith effort to perform condition |
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Term
| Offeree's Power of Acceptance |
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Definition
Restatement 35
An offer gives the offeree a continuing power to complete the manifestation of mutual assent by acceptance of the offer. |
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