Case Hawkins V. Mcgee: Justin Mannino'S Contracts Outline: Martin-Fall 2010

Justin Mannino's Contracts Outline: Martin-Fall 2010
CASE FACTS TOPIC RULE OF LAW

1 Hawkins v. Patient (P) v. enforceable The true measure of a buyer’s damages is
McGee Physician (D); 100% promises the difference between the value of the
perfect hand goods as they would have been if the
warranty as to the quality had been true
and the actual value at the time of sale,
including any incidental consequences
within the contemplation of the parties
when they made their contract.
2 United States Author’s assignee (P) remedying Damages for breach of contract are
Naval Institute v. Publisher (D); breach generally measured by the plaintiff’s
v. Charter Hunt for Red actual loss.
Communicatio October-paperbacks
ns, Inc. too early
3 Sullivan v. Patient (P) v. Plastic remedying Where the proof is clear, a patient can
O’Connor surgeon (D); nose breach maintain an action for breach of
case; promise to agreement or promise by the doctor to
enhance beauty cure or bring about a given result.
4 Pennzoil v. Contract between two people may have
Texaco third party affected; In order to say that
Martin case: Gettys someone induced a breach, there must be
Oil, Texaco bankrupt a contract.
5 Lucy v. Farm purchaser (P) assent The court looks to the objective theory of
Zehmer v. Joking seller (D) contracts it that to interpret the party’s
intent we must look to the outward
expression of a person as manifesting his
intention rather than to his secret and
unexpressed intention.
6 Owen v. Would be property offer
Tunison owner (P) v. Owner There can be no contract, no mutual
(D) assent, between parties without an offer.
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7 Fairmount glass company (D) v. offer Where prices are requested on an order
Glass Works v. jar buyer (P) and the vendor quotes those prices to the
Cruden-Martin vendee, the vendor has offered to fill the
Woodenware: order and is obligated to fill the order
upon receipt within a reasonable time of
vendee’s acceptance.
8 Harvey v. a mere statement of the lowest
Facey Solicitor (P) v. acceptable price contains no implied
Property owner (D offer contract to sell at that price.
9 Elsinore School District (P) v. Mistaken Relief from mistaken bids is consistently
Elementary Building Contractor bids allowed where one party knows or has
School District (D); unconscionable reason to know of the other’s error and
v. Kastorff K; considers the the requirements for rescission are
reverse situation fulfilled. Rescission may be allowed if
there is a mistake of fact and the mistake
is material to the contract and was not a
result of negligence of the company’s
duty.
10 International Water purifier acceptance
Filter v. manufacturer (P) v. As the offeror is in control of his offer, he
Conroe Gin, Ice manufacturer may specify the type of acceptance,
Ice & Light (D); for immediate which is required and can dispense with
acceptance the requirement of its communication.
2

11 White v. Builder (P) v. acceptance
Corlies & Tift Merchant (D); third Acceptance of an offer must be
party manifestation, manifested in such a way as to be
performance isn't communicated to the offeror.
acceptance Performance does not always constitute
acceptance.When an offer is made by one
party and the parties are not together the
acceptance by the other party must be
manifested by some appropriate act.
There must be some outward
manifestation that shows intent to be
bound to that particular offer.
12 Ever-Tite acceptance A reasonable time is contemplated where
Roofing no time is expressed. What is reasonable
Corporation v. time depends more or less upon the
Green circumstances surrounding each case.
13 Carlill v. acceptance If the person making the offer expressly
Carbolic or impliedly intimidates in his offer that
Smoke Ball it’s sufficient to act on the proposal
without communicating acceptance.
14 Allied Steel v. notification
Ford Motor of
acceptance
Machinery under Where the offeror merely suggests a
manufacturer (D) v. unilateral permitted method of acceptance, other
Car company (P) contracts methods of acceptance are not precluded.
15 Corinthian Distributor (P) v. shipment of A seller’s price list is not an offer to the
Pharmaceutic Manufacturer (D) goods as buyer, and a subsequent partial shipment
al Systems v. acceptance of the buyer’s order is not an acceptance
Lederle sufficient to form the contract.
Laboratories
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16 Dickinson v. Land buyer (P) v. option An offeree may not bind an offeror by
Dodds Land seller (D); D contracts accepting a revoked offer, even if the
revoked offer, no revocation had not been communicated to
mutual assent him prior to acceptance.
17 Ragosta v. Prospective buyer (P) "firm offers"
Wilder v. Property owner
(D); P begins
financing transaction
but no consideration;
D revokes offer; P Where an offer invites an offeree to
prepared for accept by rendering a performance, an
performance but option contract is created when the
never tendered offeree tenders or begins the invited
performance.
18 Dorton v. Carpet retailer (P) v. Transcendin Acceptance need not mirror the offer.
Collins & Carpet manufacturer g the mirror Inconsistent terms not part of the
Aikman (D); UCC §2-207(3); image rule contract as long as essential terms are
arbitration present. Arbitration is not necessarily a
provision; Martin material alteration. Must state
says arbitration specifically that acceptance of all terms
could be material are a condition precedent to form a K.
19 C. Itoh v. coils gap fillers The supplementary terms contemplated

Jordan by 2-207(3) are limited to those supplied
by the standardized “gap fillers” and
arbitration is not a “gap filler”
20 Northrop v. discrepant terms in UCC 2-207
Litronic the K; apply KO
Industries doctrine; three views
on treating different Knockout rule: discrepant terms cancel
terms each other, fill with gap fillers in the UCC
4

21 Step-Saver v. Software purchaser UCC 2-207
Wyse (P) v. Software
Technology designer (D); "box- Under UCC 2-207, an additional term will
(TSL) top license"; K not be incorporated into a contract if the
sufficient before term’s addition to the contract would
license materially alter the parties’ agreement.
22 ProCD v. Software UCC 2-207
Ziedenberg Manufacturer (P) v.
Purchaser (D); on-
screen agreement;
common exchange of A buyer accepts goods when, after an
money before terms opportunity to inspect, he fails to make
and effective rejection.
23 Hill v. Consumer (P) v. UCC 2-207 Terms sent in the box with a product that
Gateway 2000 Company (D) state that they govern the sale unless the
product is returned within 30 days are
binding on a buyer who does not return
the product.
24 Hamer v. Assignee (P) v. consideratio Forbearance is valuable consideration. We
Sidway Estate executor (D); n: family measure consideration at the time of the
be a good kid… contracts making of a contract instead of what is
done under it.
25 Fiege v. Putative father (D) Forbearance to assert an invalid claim
Boehm v. Unmarried mother may serve as consideration for a return
(P); not really the promise if the parties at the time of the
papa; pay for no gratuitous settlement reasonably believed in good
bastard proceedings promises faith that the claim was valid.
26 Feinberg v. Retired employee (P) the
Pfeiffer v. Employer (D) requirement Enforceable agreement with sufficient
of exchange consideration because promise of pension
resulted in a change of position
27 Mills v. A moral obligation is insufficient as
Wyman Nurse-caretaker (P) moral consideration for a promise. A promise
v. Parent (D) obligation without consideration is unenforceable.
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28 Webb v. A moral obligation is sufficient
McGowin Conscientious worker consideration to support a subsequent
(P) v. Grateful moral promise where the promisor received a
pedestrian (D) obligation material benefit.
29 Kirksey v. Widow (P) v. Brother the To be legally enforceable, an executory
Kirksey in law (D); Sister requirement promise must be supported by sufficient,
Antillico of bargain bargained-for consideration.
30 Lake Land Continued employment alone satisfies the
Employment contractual requirement of consideration
Group of Former employer (P) in a covenant not to compete entered into
Akron, LLC v. v. Former employee employment by an at-will employee who is already
Columber (D) agreements employed by the employer.
31 Strong v. A purported promise is illusory and not
Sheffield promises as consideration if by its terms the
Creditor (P) v. consideratio performance of the promise is entirely
Endorser of note (D) n optional with the promisor.
32 Mattei v. “Satisfaction” clauses do not render a
Hopper contract illusory or raise problems of
mutuality of performance. The contract is
not lacking mutuality of obligation
Developer (P) v. because the clause is a condition that
Property Owner (D); contracts makes the plaintiff’s performance
must find leases for sale of dependent on the securing satisfactory
before bound real estate leases.
33 Eastern 1. A requirements contract entered into
Airlines v. in good faith is not void for want of
Gulf Oil mutuality. Lack of mutuality can be
resolved where the court can determine
Fuel purchaser (P) v. the volume of goods provided by
Supplier (D); contracts reference to objective evidence of the
requirements for the sale volume of goods required to operate a
contract for jet fuel; of goods; specific business.
fuel prices increase casualty to 2. This contract was not considered
due to gov't takeover goods commercially impracticable.
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34 Wood v. Lucy, (JUSTICE CARDOZA) While an express promise may be lacking,
Lady Duff- Agent (P) v. Designer the whole writing may be instinct with an
Gordon (D); reasonable contracts obligation—an implied promise—
efforts implied to for the sale imperfectly expressed so as to form a
market endorsement of goods valid contract.
35 Ricketts v. Executor (D) v.
Scothorn Promisee (P); reliance as a A promise may be legally binding without
grandpa tells basis for consideration if it reasonably induced
granddaughter not ot enforcemen action or forbearance and if injustice can
work t be avoided by its enforcement
36 Feinberg v. reliance as a
Pfeiffer basis for Where one acts in reliance on a promise,
Retired employee (P) enforcemen there is an enforceable contract under
v Employer (D) t, RS 90 1st the doctrine of promissory estoppel.
37 D & G Stout v. Liquor distributor (P)
Bacardi v. Liquor company
Imports, Inc. (D) A promise which the promisor should
stay in liquor reasonably expect to induce action or
business and the forbearance on the part of the promisee
other comp. decides reliance as a and a third person and which does induce
to go out of basis for such action or forbearance is binding if
business; lost chance enforcemen injustice can be avoided only by the
to sell to buyer t, RS 90 2nd enforcement of the promise.
7

38 Cotnam v.
Wisdom 1. No actual contract or meeting of the
minds existed but a fiction of law was
created so that there may be a remedy
for the doctors who provided services in
good faith.
2. The compensation required for the
services rendered is a reasonable
restitution compensation based on the time, service
Estate administrator as an and skill. A physician may recover in
(D) v. Surgeon (P) alternative quasi-contract a reasonable compensation
quasi-contract for basis for for emergency services rendered on the
doctors rendering aid recovery spot to an unconscious accident victim.
39 Callano v. Where one party receives benefit from
Oakwood Park second party, the first party is not
Homes Plant nursery restitution unjustly enriched if there was no direct
operators (P) v. Real as an relationship between the parties and the
estate developer (D) alternative second party did not expect remuneration
remedy is suing the basis for from the first at the time the benefit was
estate recovery conferred.
40 Pyeatte v. Where both spouses perform the usual
Pyeatte and incidental activities of a marital
relationship there can be no restitution
upon dissolution of the marriage.
However, in a spousal agreement where
Spouse v. Spouse there has been an extraordinary or
divorce and claim unilateral effort by one spouse made
unjust enrichment family solely to benefit the other then
for paying for school contracts restitution may be appropriate.
8

41 Gianni v. Tenant (P) v. all preliminary negotiations,
Russell Building owner (D) conversations, and verbal agreements are
sell no tobacco for merged in and superseded by the
exclusive rights on subsequent written contract, and unless
sodas; new shop sells fraud, accident, or mistake is alleged, the
sodas; intent of the writing constitutes the agreement
parties must be in parol between the parties, and its terms cannot
the written evidence be added to or subtracted from by parol
agreement rule evidence.
42 Masterson v. Grantor (P) v.
Sine Grantee (D) When only part of the agreement is
Traylor decision; complete parol evidence can be shown to
collateral prove elements as to the remainder not
agreement; option reduced to writing. Evidence of oral
clause didn’t speak parol collateral agreements should be excluded
to assignability; evidence only when the fact finder is likely to be
option clause rule misled.
43 Bollinger v.
Central Landowner (P) v.
Pennsylvania Construction firm (D)
Quarry bring in parol When a mistake is real and actual a court
Stripping and evidence and correct can correct the writing. Just because one
Construction terms; removal of parol party denies having made a mistake does
Company topsoil and evidence not mean the court cannot find one
placement of waste rule existed.
44 Pacific Gas v. The test of admissibility of extrinsic
G.W. Thomas evidence to explain the meaning of a
Drayage written instrument is not whether it
(TRAYNOR DECISION) appears to the court to be plain and
Electric Company (P) extrinsic unambiguous on its face but whether the
v. Turbine repairer evidence of offered evidence is relevant to prove a
(D) the parties' meaning to which the language of the
Plain meaning rule intent instrument is reasonably susceptible.
9

45 Greenfield v.
Phillies 1. Extrinsic evidence can be admitted to
Records, Inc. explain the meaning of a general release
Singing group (P) v. even if the language of the contract is
Record publisher (D) plain and unambiguous.
extrinsic evidence extrinsic 2. Under the plain meaning rule the
admitted; covered evidence of contract did provide Phillies with absolute
technology not in the parties' ownership rights even in terms of new
existence at the time intent media forms not in existence at the time.
46 Trident (KOZINSKI DECISION)
Center v. Commercial group
Connecticut (P) v. Lender (D); extrinsic
General criticizes Traynor evidence of Parol evidence is admissible to raise an
but goes along with the parties' ambiguity in a contract even where the
it b/c stare decisis intent writing itself contains no ambiguity.
47 Frigaliment Chicken purchaser The party who seeks to interpret the
Importing v. (P) v. Seller (D); extrinsic terms of the contract in a sense narrower
B.N.S. definition of evidence of than their everyday use bears the burden
International chicken; trade usage; the of persuasion to so show, and if that party
Sales π didn’t meet high commercial fails to support its burden, it faces
BOP context dismissal of its complaint.
48 Nanakuli
Paving v. Shell Paving contractor (P) extrinsic Trade usage and course of performance
Oil v. Asphalt supplier evidence to will be read into contracts where such are
(D); trade uses and supplement so prevalent the parties would have to
past price protection or qualify have meant to incorporate them in the
for gov't projects agreements terms of the contract.
10

49 Columbia Under the UCC, evidence of usage of
Nitrogen v. Phosphate purchaser trade and course of dealing may be used
Royster (D) v. Phosphate to explain or supplement the express
producer (P); uses extrinsic terms of a written contract where the
trade usage; priced evidence to contract does not expressly preclude such
plunged and D supplement evidence and where the terms to be
bought 1/10 of or qualify explained or supplemented are set forth
contract agreements in only general terms.
50 Hurst v. W.J. extrinsic
Lake & Co. evidence to
horse meat industry; supplement
agreed to 50% but or qualify Trade usage is ok to use. It is ok in trade;
actually 49.53% agreements therefore, it is ok here.
51 Campbell Soup Specific Relief: Where a purchaser has
v. Wentz contracted in advance for goods of a
special type that are unavailable on the
open market and that support the
Soup manufacturer purchaser’s good reputation specific
(P) v. Carrot farmer specific performance should be granted where the
(D) relief seller has breached.
52 Klein v. Pepsi Corporate jet
purchaser (P) v. Specific Relief: A specific performance is
Seller (D); jets are specific inappropriate where damages are
not unique relief recoverable and adequate.
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53 Morris v. Specific Relief:
Sparrow 1. An action for specific performance for
the delivery of personal property may be
maintained in equity where the personal
property is unique.
2. Where performance provides a peculiar
and unique value, money damages are too
Ranch owner (D) v. speculative or uncertain. The court here
Cowboy (P); rejects expectation damages but
satisfaction specific theoretically they could have made him
condition? relief whole.
54 Laclede Gas v. Distributing utility Specific Specific performance and interest:
Amoco Oil (P) v Propane performanc Specific performance is available as a
supplier (D; long e and remedy for breach of a long-term supply
term propane K interest contract.
55 Walgreen v. Tenant (P) v. Specific performance and interest: Where
Sara Creek Landlord (D); the costs of injunctive relief are less than
injunction so parties Specific the costs of a damages remedy, injunctive
later bargain; performanc relief is an appropriate remedy, even
damages difficult to e and when the damages remedy is not shown to
calculate interest be inadequate.
56 Laredo Hides Measuring expectation: When a seller
v. H&H Meat wrongfully repudiates a contract or fails
to make delivery of goods the buyer may
“cover” by obtaining such goods
Leather purchaser elsewhere and sue the seller for the
(P) v. Seller (D); difference between the cost of cover and
cover for goods not Measuring the contract price plus any
received expectation incidental/consequential damages.
12

57 Vitex Cloth processor (P)
Manufacturing v. Importer (D); had
v. Caribtex to reopen plant,
overhead included in Measuring expectation: In a claim for lost
damages; profits, overhead should be treated as
Damages=GP-costs part of the gross profits and recoverable
avoided; reliance Measuring as damages, and should not be considered
damages expectation as part of the seller’s cost.
58 R.E. Davis Measuring expectation:
Chemical v. 1. An aggrieved seller may recover, after
Diasonics resale, lost profits from the original sale if
he can show that the subsequent sale
would have occurred absent the breach
Medical facility and would have been profitable.
operator (P) v. 2. The measure of damages for non-
Equipment acceptance or repudiation by the buyer is
manufacturer (D); the difference between the market price
contracted to sell, P at the time and place for tender and the
reneged and D sold unpaid contract price, plus incidental
to another buyer; Measuring damages, minus expenses saved due to
Damages=KP-MP expectation breach.
59 United States A promisee is allowed to recover in
v. Algernon Federal government quantum meruit the value of service he
Blair (P) v. Prime gave the defendant who breached the
contractor (D); contract irrespective of whether he would
allowed to recover in Losing have lost money had the contract been
QM for BOC contracts performed.
60 Rockingham County
County v. commissioners (D) v.
Luten Bridge Bridge builder (P); After an absolute repudiation or refusal to
Bridge to nowhere; limitation perform by one party the other party
duty to mitigate on damages: cannot continue to perform and recover
damages avoidability damages based on full performance.
13

61 Tongish v. avoidability
Thomas under
Farmer (D) v. contracts When a seller breaches, market damages
Sunflower seed for sale of should be awarded even though in excess
purchaser (P) goods of the buyer’s actual loss.
62 Parker v. General measure of recovery for a
20th Century Actress (P) v. Film wrongfully discharged employee is the
Fox studio (D);Shirley avoidability amount of salary agree upon less the
MacLaine; new under amount which the employer proves the
employment offer is contracts employee has earned or with reasonable
inferior work; didn't for sale of effort might have earned from other
have to mitgate goods employment.
63 Groves v. 1. Value of the land as distinguished from
John Wunder the value of the intended product of the
contract, which ordinarily will be
equivalent to its reasonable cost, is no
proper part of any measure of damages
Gravel pit lessor (P) for willful breach of a building contract.
v. Lessee (D); cost of 2. A party cannot have the benefit of
completion for substantial performance if it willfully
willful breach; Avoidability breaches the contract.
opposite of Jacobs; and the cost 3. Groves is entitled to recover what it
restoring land to of remedy would cost to complete the grading of the
original condition defect soil as contemplated in the contract.
64 Peevyhouse v. Farm owner (P) v.
Garland Coal mining lease
(D); difference in
price to complete Where a contract provision is incidental to
29K, diminution in Avoidability the main purpose and the result of full
value is $300; and the cost performance is grossly disproportionate to
liquidated damages of remedy the cost of performance then damages are
not enforceable defect limited to the diminution in value.
14

65 Hadley v. The injured party can recover damages
Baxendale reasonably foreseeable and arising
naturally from the breach. Damages that
are supposed to have been in the
contemplation of the parties at the time
Mill operator (P) v. the contract was made. Liable for
Shipping company foreseeabilit everything that flows from the contract,
(D) y not just K value.
66 Kenford v. Landowner (P) v.
County of Erie County (D; could
have been To impose extraordinary damages those
considered b/c damages have to be brought within the
county knew π contemplation of the parties as a
brought surrounding foreseeabilit probable result of a breach at or prior to
property y the contract being formed.
67 Fera v. Village Prospective lessee
Plaza (P) v. Lessor (D);
(Certainty and open new liquor
liquidated store; overcame BOP A new business may recover lost profit
damages) on speculative damages for breach of a lease if the
damages certainty profits are not excessively speculative.
68 Wasserman’s Lessee (P) v. Provisions for liquidated damages are
v. Township of Municipality lessor enforceable only if they are a reasonable
Middletown (D; liquidation liquidated forecast of just compensation for the
damage clause damages harm caused by the breach.
69 Dave Liquidated damages: A liquidated
Gustafson v. damages provision for costs per day rather
State than a lump sum will be enforceable if
the amount stated indicates an endeavor
to fix fair compensation for the loss,
inconvenience and deprivation caused by
Contractor v. State; delay.
15

70 Luttinger v. Effects of conditions: A condition
Rosen Sellers (D) v. precedent is a fact which the parties
Purchasers (P); intend must exist or take place before
condition precedent; there is a right to performance and if the
interest rate effects of condition is not fulfilled the contract is
condition not met conditions not enforceable.
71 Internatio- Exporter (P) v. Rice
Rotterdam v. Processor (D);
River Bend contract to buy rice,
shipped to L.C. or Effects of conditions: A condition, which
Houston; Condition is an act or event other than a lapse of
precedent=two effects of time, must be literally complied with to
weeks notice conditions have an enforceable contract.
72 Peacock 1. Provisions in subcontracts that do not
Construction expressly shift the risk of payment failure
v. Modern Air by the owner to the subcontractor will not
Conditioning Builder (D) v. be considered a condition precedent
Subcontractor (P); before payment.
final pmt w/in 30 2. Parties can shift the risk of payment
days after Problems of failure by the owner to the subcontractor
completion, no shift interpretati but it must be by express and
to sub in this case on unambiguous contract language
73 Gibson v. Artist (P) v. Client Problems of A condition based on “personal
Cranage (D); illusory interpretati satisfaction” is subject to the express
agreement on satisfaction of that person.
74 Kingston v. Breach of a covenant by one party
Preston Business Owner (P) v. relieves the other party’s obligations to
Purchaser (D); perform where the performance of the
agreed to sell constructive first covenant was an implied condition
business for security conditions precedent to the duty to perform the
but failed to do so of exchange second covenant.
16

75 Stewart v. Buider (P) v. Foundry
Newbury owner (D); paid in
the "usual manner";
a party must
perform before
being entitled
payment so
performance is a Where a contract is made to perform
constructive work and no agreement is made as to the
condition precedent payment, the work must be substantially
to payment; similar time for performed before payment can be
to parol evidence exchange demanded
76 Jacob and
Youngs v. Contractor (P) v.
Kent Customer (D); use of An omission, both trivial and innocent,
wrong pipes in home; will not always be considered a breach of
damage should be a condition and can be atoned for by
the difference in allowance of the remitting damage rather
value between the than forfeiture.For construction
house as specified in contracts, the owner is entitled merely to
the contract and the substantial the difference between the value of the
house as it is performanc structure if built to specifications and the
constructed now. e value it has as constructed.
17

77 Plante v. Contractor (P) v.
Jacobs Customer (D); When
applied to house
construction
substantial 1. Substantial performance is defined as
performance does where the performance meets the
not mean every essential purpose of the contract.
detail must be in 2. The damages awarded in this case
strict compliance should be the diminution in value and the
with the substantial cost of repair except where the
specifications (NOT performanc magnitude of the defect would make it an
moving a wall) e economical waste
78 Gill v. When consideration for work done is able
Johnstown Log driver (P) v. to be apportioned or apportioned in the
Lumber Sawmill (D); can contract then that contract will be
recover for the part interpreted as divisible (severable) in case
that he drove divisibility of part performance.
79 Britton v. Laborer (P) v.
Turner Employer (D);
RESTITUTION; K for a A defaulting party may recover under a
year but worked 9 quasi-contractual theory the reasonable
mos.; recover under value of his services less any damages to
QM and QC restitution the other party arising out of his default.
80 Kirkland v. General contractor
Archibold (P) v. Property
owner (D); worked
on house but D
stopped P b/c not
following specs;
recovery is based on A defaulting party may recover for partial
unjust enrichment performance the benefit received by the
QM; (QC)=benefits- other party diminished by the damages to
damages restitution that party resulting from the default.
18

81 Walker & Co. Sign servicer (P) v.
v. Harrison Dry cleaner (D);
stopped paying for after- A party attempting to repudiate a
sign b/c the servicer acquired contract must show that the other party
wouldn’t clean it. evidence has materially breached the contract.
82 K&G General contractor 1. Whenever possible, according to the
Construction (P) v. Subcontractor intentions of the parties and the good
Co. v. Harris (D); dependent sense of the case, mutual promises will be
covenant=>workmanl regarded as dependent covenants.
ike manner and after- 2. If another party breaches, the non-
running tractor into acquired breaching party can waive right to
a wall evidence terminate and hold to K.
83 Iron Trade
Products Co. Rail purchaser (P) v.
v. Wilkoff Co. Supplier (D); P
puchased from
competitors
increasing MP; D
assumed the
foreseeable
commercial risk
when it entered the
contract that rails hindrance Mere difficulty of performance will not
could become scarce and excuse a breach of contract even though
and increase in performanc the difficulty was created by the other
market price. e party.
84 New England In stating reasons for rejection a promisee
Structures v. has not excused other grounds upon which
Loranger hindrance he may reject performance unless the
Subcontractor (D) v. and promisor shows that it has made a
General contractor performanc detrimental reliance on the particular
(P) e ground stated.
19

85 Hochster v. De Prospective A party who renounces his intention to
La Tour employee (P) v. perform may not complain if the other
Employer (D), party elects to sue immediately for
anticipatory Anticipatory breach of contract before performance is
repudiation; repudiation due.
86 Kanavos v. Option holder (P) v. A party’s ability to recover for breach of a
Hancock Bank Stock holder (D); had contract giving a right of first refusal
first right at buying Anticipatory depends on his having the financial
but gave to another repudiation resources to exercise the option.
87 C.L. Maddox POSNER; at the point
v. Coalfield Maddox didn’t sign
Services K, Coalfield could
walk
88 McCloskey v.
Minweld In order for a renunciation to amount to a
breach there must be an absolute and
unequivocal refusal to perform or a
positive statement of an inability to do
so.
Corbin: “Though where affirmative action
is promised mere failure to act, at the
time when action has been promised, is a
breach, failure to take prepatory action
before the time when any performance is
promised is not an anticipatory breach,
even though the promisor at the time of
Contractor v. Anticipatory the failure intends not to perform his
Subcontractor repudiation promise”
20

89 Raffles v. Cotton Seller v.
Wichelhaus Cotton Buyer
"Peerless" ship Where both parties either know or should
delivering cotton; objective have reason to know of ambiguity or
use parol evidence; interpretati neither party knows of it then the
no mutual assent on on and its ambiguity is given the meaning that
terms limits each party intended it to have.
90 Oswald v. When any of the terms used to express
Allen an agreement is ambivalent, and the
objective parties understand it in different ways,
Coin collector (P) v. interpretati there cannot be a contract, unless one of
Swiss coin collector on and its them should have been aware of the
(D) limits other’s understanding.”
91 Colfax objective A contract will not be rescinded merely
Envelope v. POSNER; interpretati because one or more of its terms is
Local No. 458 Manufacturer (P) v. on and its patently ambiguous and the parties have
Labor union (D) limits not attempted to clarify that ambiguity.
92 Stees v.
Leonard If one binds himself to an express contract
then one must perform unless prevented
Property owner (P) by act of God, the law, or the other party
v. Builder (D); to the contract and will not be excused by
quicksand, D has mutual hardship, unforeseen hindrance, or
liability to do it mistake difficulty short of absolute impossibility.
93 Renner v. Purchaser (P) v.
Kehl Seller (D); jojoba
unsupportable with
no water;
restitution;
rescission; no Mutual mistake of material fact that
consequential mutual constitutes an essential part or condition
damages mistake of the contract is a basis for rescission.
21

94 Wood v. (Diamond in the
Boynton rough case), not mutual
mutual mistake mistake
95 Sherwood v. Walker 1. A barren cow is substantially different
from a breeding one and this cow was not
in fact the animal that the parties
believed her to be.
2. In contracts where the performance
(Pregnant-Cow impracticabi depends on the existence of a person or
Case); pregnant cow lity of thing then a condition is implied that the
is not the same price performanc perishing of that person or thing shall
not pregnant one e excuse performance due to impossibility.
96 Mineral Park Builder (D) v.
Land v. Landowner (P); cost impracticabi A party is excused from performance
Howard to remove gravel lity of where the performance is so much more
below water level is performanc expensive than contemplated that it
12x more e would be impracticable to complete.
Paradine v. A contract should impose matching
Jane burdens on the parties, so that a party
that could take advantage of a favorable
intervening change in circumstances ought to bear the
rent pmt is a must events risk of an unfavorable one
97 Taylor v. In contracts where performance depends
Caldwell on the continued existence of a given
person or thing, a condition is implied
Lessee (P) v. Music that the impossibility of performance
hall owner (D); music supervening arising from the perishing of the person or
hall burned down events thing shall excuse performance.
22

98 Transatlantic When impossibility is raised the court
Financing v. must construct a condition of
US performance based on changed
circumstances involving:
1. A contingency, something unexpected
impossibility must have occurred
and 2. The risk of unexpected occurrence
Wheat Financing impracticali must not have been allocated by
Corporation (P) v. ty of agreement or custom
Federal gov’t (D); performanc 3. Occurrence of the contingency must
Suez Canal closes for e under have rendered performance commercially
shipment article 2 impracticable
99 Selland A partial failure of a seller’s source of
Pontiac v. supply has been treated as a foreseeable
King Buyer (P) v. Seller contingency, the risk of which is allocated
(D); school bus sale, risk-bearing to seller absent a provision to the
never manufactured analysis contrary.
10 Kiefer v. Fred Car purchaser (P) v.
0 Howe Motors Dealer (D);
emancipated minor One may rescind or disaffirm contracts
buys car capacity made while a minor.
10 Ortelere v. A contract can be voidable if the
1 Teachers’ transaction is entered by a person of
Retirement mental illness or defect if:
Board 1. He is unable to understand in a
reasonable manner the nature and
consequence of the transaction.
Decedent's husband 2. He is unable to act in a reasonable
(P) v. public manner in relation to the transaction and
retirement system the other party has reason to know of his
(D) capacity condition.
23

10 Cundick v.
2 Broadbent Sheep rancher (P) v.
Property purchaser
(D); P set the
purchase price at
less than half of
what the land’s 1. Mental incapacity to contract depends
estimated value was. on whether the allegedly disable person
P's wife as his possessed sufficient reason to enable him
guardian ad litem to understand the nature and effect of
sought to rescind the the act in issue.
contract claiming her 2. Weak-mindedness alone does not
husband was constitute incompetence and the law does
incompetent; rose not require one to be intelligent to form a
price capacity contract.
10 McKinnon v. Homeowner (P) v.
3 Benedict Resort owner (D);
summer rental to
trailer park; interest Contracts that are oppressive which fail
free loan for to meet the test of reasonableness will
improvements unfairness not be enforced in equity.
24

10 Tuckwiller v. Caretaker (P) v.
4 Tuckwiller Estate executor (D);
Because of Mrs.
Morrison’s lack of
relatives, the
satisfaction
expressed by her
actions, and the fact
that Mrs. Tuckwiller Whenever a contract concerning real
quit her job to fulfill property is in its nature entirely
the bargain the court unobjectionable then as a matter of
can determine the course specific performance is just as
good intent of the acceptable a remedy as an award for
parties. unfairness damages.
10 Black Middleman (P) v.
5 Industries v. Manufacturer (D);
Bush terminating K's; took
the risk of the
difference in the
ultimate price from
the quoted price Differences in the relative values of
which is perhaps a consideration in a contract between
justification for businessmen dealing at arm’s length
receiving a high without fraud will not affect the validity
profit unfairness of the contract.
25
Terminolog
y EXPLANATION/DEFINITIONS CASES FOUND
A voluntary act of the offeree whereby he exercises the

power conferred upon him by the offer, and thereby
1 Acceptance creates the set of legal relations called a contract.
Actual
intent A subjective theory that puts emphasis on trying to
theory of determine the unique individual motivations behind
2 contracts each party’s actions.
Anticipator
y When the repudiation occurs before the time for Hochster v. de la
3 repudiation performance arrives Tour
Promisee sought to recover damages for physical injury
to person or property on the basis of a consensual
4 Assumpsit undertaking.
At will The rule that an employment relationship is subject to
employmen termination at any time, or for any cause, by an Lake Land, D & G
t/relationsh employee or an employer in the absence of a specific Stout v. Bacardi
5 ip agreement otherwise. Imports
Best efforts-put aside own well-being, for the other;
6 Best efforts reasonable efforts in Wood v. Lady Duff Wood v. Lady Duff
an agreement pursuant to which each party promises to
Bilateral undertake an obligation, or to forbear from acting, at
7 contract some time in the future.
the breach of a promise made by one party to a

contract that the other party may rely on a fact,
relieving that party from the obligations of determining Frigaliment
Breach of whether the fact s true and indemnifying the other Importing v. B.N.S.
8 Coase
warranty party from liability if that fact is shown to be false International Sales
9 theorem efficient breach
26
An agreement made prior to or contemporaneous with

1 Collateral a written agreement which is admissible so long as it is
0 agreement consistent with the writing. Masterson v. Sine
an event, not certain to occur, which must occur,
unless its non-occurrence is excued, before
performance on a K becomes due. Conditions can be
express, implied in fact (inferred from the K's express Luttinger v. Rosen;
1 provisions), or "constructive" (created by operation of Peacock v. Modern
1 Condition law). Air
Luttinger v. Rosen,
the happening of an uncertain occurrence which is Internatio-
1 Condition necessary before the action be performed or right Rotterdam v. River
2 precedent asserted Bend
1. Something given for something else
1 Considerati 2 Reciprocal conventional inducement
3 on 3. Good faith
1 Constructiv a condition not expressly stated or implied by the terms
4 e condition of the agreement but is imposed in law. Stewart v. Newbury
An obligation attached by the mere force of law to
1 certain acts of the parties, usually words, which
5 Contract ordinarily accompany and represent a known intent.
1 cost of the cost to bring the performance of contract Not in Jacob &
6 completion consistent with the terms Youngs
1 Counter a response that does not mirror the terms of the offer
7 offer is a rejection and considered a counter-offer
Used to enforce contracts made under seal so that once

a written promise is sealed and delivered it made no
difference whether the promisor had bargained for or
1 received anything in exchange for the promise; severly
8 Covenant weakened in most states; now it is consideration
27
the purchase of an alternate supply of goods by a

buyer, after a seller has breached a contract for sale,
the cost of the substituted goods and the price of the
original goods pursuant to the contract, so long as the
1 buyer purchased the alternate goods in good faith and Klein v. Pepsi;
9 Cover without reasonable delay Laredo Hides;
Used to enforce some types of unsealed promises to pay
a definite sum of money. The promisor’s obligation in
2 debt was considered to rest upon receipt of a benefit
0 Debt from the promise.
2 Dependent can get out of the contract if the other party breached
1 covenacnce Options
2 first relating to frequently traded assets like
2 Derivatives securities
Mentioned in New
2 Detrimental action by one party that result in a loss which is based England Structures
3 reliance on the conduct or promises of another v. Loranger
2 Diminution Decrease in value of the subject matter of the contract Peevyhouse v.
4 in value as a result of the breach. Garland
Internatio-
Rotterdam v. River
2 Bend; Gill v.
5 Divisibility Contract can be divided; severable Johnstown Lumber
A thing is impossible in legal contemplation when it is
Doctrine of not practicable, and a thing is impracticable when it
2 Impossibilit can only be done at an excessive and unreasonable Transatlantic
6y cost. Financing v. U.S.
2 Executory a promise to perform an action that has not been
7 Promise performed
28
Damages awarded in actions for non-performance of a

contract, which are calculated by subtracting the
injured party’s actual dollar position as a result of the
breach from that party’s expected dollar position had
the breach not occurred; the goal or purpose of
protecting a promisee’s expectation interst is to put
2 Expectation the promisee “IN AS GOOD A POSITION AS HE WOULD
8 damages HAVE BEEN IN HAD THE CONTRACT BEEN PERFORMED” Morris v. Sparrow
evidence that is not contained in the text of the
document or contract but is derived from the parties' Greenfield v.
2 Extrinsic statementsor the circumstances under which the Philles Records,
9 Evidence agreement was made Inc.
1. the extent to which the K had been performed prior
Factors to to the breach
consider in 2. was the breach willful?
3 testing 3. was the breach "quantitatively" serious? Walker & Co. v.
0 Family
3 materiality 4. consequences if found material Harrison
1 Contracts generally not enforceable
where performance has taken place following an
exchange of messages showing the parties believe there
3 Firing the was a contract the party that sends the last message
2 Last Shot before performance begins usually prevails.
These are offers that are—for a time—not subject to
3 revocation. Irrevocability is the defining characteristics
3 Firm offer of an option contract Ragosta v. Wilder
a party anticipates one or more events that it cannot
readily prevent and that might impede its performance,
3 Force it introduces this term to excuse it from performing if
4 majeure the impediment arises.
3 Forebearan refraining from doing something that one has the legal Hamer v. Sidway,
5 ce right to do Fiege v. Boehm
29
What happens if, after the formal contract has been

drafted, one of the parties refuses to sign the formal
document? Can the other party still enforce the
agreement?
1. Absent an expressed intent that no contract shall
exist, mutual assent between the parties even though
oral or informal, to exchange acts or promises is
Formal sufficient to create a binding contract;
Contract 2. and that to avoid the obligation of a binding
3 Contemplat contract, at lease one of the parties must express an
6 ed intention not to be bound until writing is executed. Pennzoil
Look at:
1. contract terms
2. trade usage
3. price
3 Hierarchica 4. Course of performance
7 l Approach 5. subjective intent (parole evidence)
agreement in which one party gives as consideration a
promise that is so insubstantial as to impose no
3 Illusory obligation. The insubstantial promise renders the
8 contract agreement unenforceable
a promise that is not legally enforceable because Mattei v. Hopper;
3 Illusory performance of the obligation by the promisor is Strong v. Sheffield;
9 Promise completely within his discretion. Gibson v. Cranage
4 Implied a promise inferred by law from a document as a whole
0 promise and the circumstances surrounding its implementation. Wood v. Lady Duff
Mineral Park Land
v. Howard; Taylor
v. Caldwell;
4 impracticab Transatlantic
1 ility impossibility Financing v. US
4 Indemnity one whereby a party undertakes contingent liability for Allied Steel v.
2 Agreement a loss threatening another Ford, Pacific Gas
4 Intermeddl one who acts officiously in conferring a benefit cannot
3 er get restitution from the recipient
30
1. put into contracts to recoup damages for breaches;

Not penalties, but calculated to keep the performance,
provide certainty when a situation could have
speculative damages
2. Consider the party's reasoning behind damages Wasserman's, Inc.
4 liquidated calculation, the duty to mitigate, and the market value v. Township of
4 damages of replacements in determining accuracy Middleton
The potential value of income earned or goods which
are the subject to the contract may be used in R.E. Davis
4 calculating damages where the contract has been Chemicals v.
5 Lost profits breached Diasonics
Once dispatch of an acceptance has been made the
offeror’s power to revoke is terminated, the offeree’s
power to reject is ended, and the risks of transmission
4 Mailbox are placed on the offeror. Acceptance must be made in
6 Rule a manner invited by OR.
an advantage gained by entering into a contract that is
essential to the performance of the agreement and
4 Material without which the contract would not have been
7 Benefit entered into.
1. If additional terms do not materially alter the
original bargain they will be incorporated unless notice
of objection has already been given or is given within a
reasonable time.
2. Terms may be found to materially alter if they would
4 result in a “surprise or hardship if incorporated without
8 Materiality express awareness by the other party.”
Under common law (not the UCC) acceptance must be
4 Mirror on the terms proposed by the offeror, without the
9 Image Rule slightest variation.
5 Mitigating Rockingham County
0 damages cannot sue for loss that could be avoided v. Luten Bridge
5 moral sufficient consideration to support a subsequent
1 obligation promise wher the promisor received a material benefit Webb v. McGowin
31
1. Necessity of giving notice is less obvious than in

Notification bilateral contracts because unilateral contracts invite
of acceptance by means of performance rather than a
Acceptance promise
in 2. A contract in which only one party makes an express
5 unilateral promise, or undertakes a performance without first
2 contracts securing a reciprocal agreement from the other party.
Objective uses the standard of reasonable man to deternmine
theory of intent by asking how would a reasonable person view
5 assent in the actions of the party as manifesting intent. Contrast
3 contracts with subjective theory
A promise made by an offeror that limits the OR’s
power to revoke; a contract pursuant to which a seller
agrees that property will be available for the buyer to
5 Option purchase at a specified price and within a certain time
4 Contract period Masterson v. Sine
contract that calls for the seller to deliver and the
5 Output buyer to take all of the goods that may be produced by Campbells Soup v.
5 Contract the seller. Wentz
necessary costs associated with the operation of a
5 business that are constant and are unrelated to the
6 Overhead costs of production Vitex v. Caribtex
Prior or contemporaneous negotiations or agreements Gianni v. Russell,

Parol that contradict or modify contractual terms will not be Bollinger,
5 Evidence admitted if there is a written contract that is intended Greenfield v.
7 Rule to be the complete and final expression of the parties. Philles
Performanc
e
5 specificatio Requires a contractor to produce a specific result
8 ns without specifying the means for achieveing that result Stees v. Leonard
32
If the writing appears unambiguous on its face the

Plain meaning must be determined from the “four corners”
5 Meaning of the writing without extrinsic evidence. Used by the
9 Rule trial court.
A promise is a manifestation of intention to act or
refrain from acting in a specified way, so made as to
6 justify a promisee in understanding that a commitment
0 Promise has been made.
The principle that a promise made without
consideration may nonetheless be enforced to prevent
injustice if the promisor should have reasonably
Promissory expected the promisee to rely on the promise and if the
6 (Equitable) promisee did actually rely on the promise to his or her Ricketts v.
1 Estoppel detriment. Scothorn
1. Party to be estopped must know the facts.
2. The party being estopped must intend that his
conduct shall be acted upon or the acts must be such
Promissory that the party asserting the estoppel has a right to
(Equitable) believe it is so intended.
Estoppel: 4 3. The latter must be ignorant of true facts.
6 Essential 4. The party asserting estoppel must rely on the
2 Elements conduct of the party to be estopped to his detriment
1. Family Promises
Promissory 2. Promises to Convey Land
6 Estoppel: 4 3. Promises with Gratuitous Bailments
3 categories 4. Charitable Subscriptions
Equitable doctrine allowing recovery for labor and
materials provided by one party, even though no
contract was entered into, in order to avoid unjust
enrichment by the benefitted party; measured by the
reasonable value of performance and is undiminished U.S. v. Algernon
6 Quantum by any loss which would have been incurred by Blair; Britton v.
4 Meruit complete performance. Turner
6 Quantum
5 valebat as much as they were worth
33
A legal fiction that is not a claim based on a true

contract but rather seeks to redress unjust enrichment;
involve a direct relationship between the parties or a
6 Quasi- mistake on the part of the person conferring the Cotnam v. Wisdom,
6 contract benefit Britton v. Turner
A promise which the promisor should reasonably
expect to induce action or forbearance of the part of
the promisee or a third person and which does induce
such action or forbearance is binding if injustice can be Feinberg v.
avoided only by enforcement of the promise the Pfieffer; D & G
6 remedy granted for breach may be limited as justice Stout v. Bacardi
7 R.S. 90, 1st requires Imports, Inc.
A promise which the promisor should reasonably expect
to induce action or forbearance of a definite and
substantial character on the part of the promisee and
which foes induce such action or forbearance is binding
6 R.S. 90, if injustice can be avoided only by enforcement of the
8 2nd promise
The essence of consideration, that, by the terms of the
agreement, it is given and accepted as the motive or
inducement of the promise. Conversely, the promise
must be made and accepted as the conventional motive
Reciprocal or inducement for furnishing the consideration. The
convention root of the whole matter is the relation of reciprocal
6 al conventional inducement each for the other, between
9 inducement consideration and promise.
loss in value in costs avoided + other losso; protect the
promisee’s interest in being reimbursed for loss caused
7 Reliance by reliance “IN AS GOOD A POSITION AS HE WOULD
0 damages HAVE BEEN IN HAD THE CONTRACT NOT BEEN MADE” Vitex v. Caribtex
U.S. v. Algernon
7 Actions or statements of a party that evidence his Blair; Walker & Co.
1 Repudiation intent not to perform his duties and obligations v. Harrison
34
Requireme an agreement pursuant to which one party agrees to

7 nts purchase all his required goods or services from the Eastern Airlines v.
2 contract other party exclusively for a specified time period. Gulf Oil
1. A contingency—something unexpected—must have

occurred
Requireme 2. The risk of the unexpected occurrence must not have
nts for been allocated either by agreement or by custom.
7 Impossibilit 3. Occurrence of the contingency must have rendered
3 y (3) performance commercially impracticable
Restatemen 1. act other than a promise
t: 2. a forbearance
Considerati 3. the creation, destruction, or modification of a legal
7 on for a relation
4 promise is 4. return promise Feinberg v. Pfieffer
Recovery based on the prevention of unjust enrichment
even where there has been no promise; gains through
another's loss are unjust and should be restored;
Restitution damages have the effect of “undoing” the
promise by putting the promisor in the position in
which it would have been had the promise not been
made “INTERST IN HAVING RESTORED TO HIM ANY Callano v. Oakwood
7 BENEFIT THAT HE HAS CONFERRED ON THE OTHER Park Homes;
5 Restitution PARTY” Cotnam v. Wisdom
Rules in Aid 1. Statutory analogy
of 2. Purpose interpretation
Interpretati 3. Public interest
on 4. Maxims (ejusdem generis-of the same kind; expressio
regarding unius est exclusio alterius-expression of one thing is the
7 extrinsic exclusion of another; noscitur a soliis-it is known from
6 evidence its asscoiates
7 Satisfaction
7 clause made to the satisfaction of a party-condition precedent Gibson v. Cranage
35
1.Where an offeree takes the benefit of offered

services with reasonable opportunity to reject them
and reason to know that they were offered with the
expectation of compensation.
2.Where the offeror has stated that assent may be
manifested by silence or inaction, and the offeree in
remaining silent and inactive intends to accept the
offer.
3.Where because of previous dealings it is reasonable
that the offeree should notify the offeror if he does not
intend to accept.
4.The UCC §2-207(2) alters this approach some and
Silence is allows nonmaterial terms to become part of the
not contract unless they are objected to by the other party
7 acceptance within 10 days of receipt.
8 , except:
1. relief in equity; normally not granted; requires them
Specific to perform contractual obligations
relief/speci 2. reluctant to give b/c puts burden on the courts to
fic enforce and party being forced may give poor
7 performanc performance
9e 3. allow when goods are unique
where constructive rather than express conditions are

Substantial concerned, the rule is often of substantial performance Stewart v.
8 Performanc rather than strict compliance; performance of all the Newbury; Jacobs
0e essential obligations pursuant to the agreement and Young v. Kent
Supervenin
g
8 impracticab performance that becomes impracticable because of
1 ility some even occurring after the contract is formed. Taylor v. Caldwell
36
There are three types of contracts that are void against

public policy
1. Contract by which the defendant pays the plaintiff to
induce a public official to act in a certain manner
2. Contract to do an illegal act
Terminable 3. A contract contemplating collusive bidding on a
8 contracts public contract Black Industries v.
2 (3) Bush
1. A clause giving a party the power to terminate at any
time at will, without more, will be held illusory.
2. A termination clause requiring that notice be given
8 Terminatio some period of time before it becomes effective will
3 n clause not be held illusory. Wood v. Lady Duff
Four ways to terminate the power of acceptance:
Terminatio 1. Lapse of the offer
n of power 2. Revocation of the offer.
8 of 3. Offeror's death or incapacity
4 acceptance 4. OE's rejection of the offer.
A course of dealing or practice commonly used in a Frigaliment
particular trade. Trade usage and course of Importing v. B.N.S.
8 performance is often used to fill gaps in contracts International Sales,
5 Trade usage created by unexpected contingencies. Nanakuli
1. Mutual and independent-where either party may
recover damages from the other
2. Conditional and dependent- performance of one
depends on prior performance of another
3. Mutual conditions to be performed at the same time-
Types of If one party is ready to perform but the other isn’t then
8 covenants he who is ready may maintain an action against the
6 (3) other party Kingston v. Preston
37
Additional terms are to be construed as proposals for

addition to the contract unless:
1. The offer expressly limits acceptance to the terms
of the offer.
2. They materially alter it.
8 UCC 2-207 3. Notification of objection to them is given in a
7 (2) reasonable time
UCC 2-207 1. The majority view of the knockout doctrine states
(2)- that the non-identical terms drop out and default terms
Treatment found in the UCC replace them filling the gap.
of terms 2. Another view is the offeree’s discrepant terms drop
that are out and the offeror’s become part of the contract; i.e.
different the offeror retains control of the offer.
not 3. A third view equates different with additional and
8 additional makes the turn on whether the new terms are
8 under materially different from the terms of the offer.
An expression of acceptance may indeed operate as an
8 UCC 2- acceptance even thought it states terms additional to
9 207(1) or different from those offered and agreed upon
1. Conduct by both parties which recognizes the
existence of a contract is sufficient to establish a
contract although the writings do not otherwise
establish one.
2. A seller accepts the potential risk of not getting
additional terms when he elects to proceed without
9 UCC 2- first obtaining the buyer’s assent to those terms
0 207(3) 3.
A contract in which only one party makes an express
promise, or undertakes a performance without first
9 Unilateral securing a reciprocal agreement from the other party;
1 contract i.e. Martin’s MS River Bridge example
38
A contract can be voidable if the transaction is entered

by a person of mental illness or defect if:
1. He is unable to understand in a reasonable manner
the nature and consequence of the transaction.
2. He is unable to act in a reasonable manner in Ortelere v.
9 Voidable relation to the transaction and the other party has Teachers’
2 contracts reason to know of his condition. Retirement Board
39

Case Hawkins V. Mcgee: Justin Mannino'S Contracts Outline: Martin-Fall 2010

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19 C. Itoh v. coils gap fillers The supplementary terms contemplated

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A voluntary act of the offeree whereby he exercises the

the breach of a promise made by one party to a

An agreement made prior to or contemporaneous with

Used to enforce contracts made under seal so that once

the purchase of an alternate supply of goods by a

Damages awarded in actions for non-performance of a

What happens if, after the formal contract has been

1. put into contracts to recoup damages for breaches;

1. Necessity of giving notice is less obvious than in

Prior or contemporaneous negotiations or agreements Gianni v. Russell,

If the writing appears unambiguous on its face the

A legal fiction that is not a claim based on a true

Requireme an agreement pursuant to which one party agrees to

1. A contingency—something unexpected—must have

1.Where an offeree takes the benefit of offered

where constructive rather than express conditions are

There are three types of contracts that are void against

Additional terms are to be construed as proposals for

A contract can be voidable if the transaction is entered

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