Contracts

Introduction

  • 1.0
    A car repair shop makes repairs to a car without an explicit promise from the owner to pay.
  • 2.0
    A customer promises to buy an expensive, rare book and then refuses to perform. No opportunities are lost to the seller.
  • 2.1
    A CaseFile contains an overruled precedent. What is a sale of goods, who is a merchant, and the warranty of merchantability.

Enforcement Variables

  • 3.0
    A father makes a promise to give books to his child on the condition that a reconciliation be made with a sibling.
  • 3.1
    An equipment manufacturer withdraws a prize offer at a fishing contest.
  • 3.2
    Does an employment "contract" have consideration?
  • 3.3
    Defect in downloaded demo software corrupts a data base. Is there consideration and is the disclaimer binding?

Material Benefit Rule

Promissory Estopel

Offer and Acceptance

  • 7.0
    What words make offers and acceptances?
  • 8.0
    A commercial website makes a proposal. Is it an offer or an invitation to negotiate?
  • 8.1
    Is there a duty to negotiate in good faith?
  • 9.0
    Following a conversation about the commercial value of cigars, a businessman invests in a large quantity of Cuban cigars in Europe. Bilateral and unilateral contracts.
  • 10.0
    Perhaps to avoid paying a profession football player a contractual bonus, a team holds him out of the last regular-season game.
  • 11.0
    A subcontractor seeks to withdraw a mistaken bid after a general contractor has used it to compute its bid.
  • 12.0
    UCC, 2-207.

Indefiniteness

  • 13.0
    A businessman promises to pay "cost plus a nice profit." Are the terms indefinite?
  • 14.0
    A book publisher contracts with competing authors.
  • 15.0
    A requirements contract for the purchase of DVD disks becomes unprofitable after a shift in the market.

Subject Matter Limitations

  • 16.0
    A contract to produce a golf ball that would be used in (concealed) violation of the rules of professional golf tournaments.
  • 16.1
    A surrogacy contract

Modifications

  • 17.0
    A professional baseball player is successful in increasing his pay by threatening to breach his contract and play football.
  • 17.1
    Modifications under the UCC. What is good faith?

Regulating the Bargaining Process

  • 18.0
    A cryptic exchange of emails to sell golf clubs.
  • 18.1
    Contract to be performed within a year.
  • 19.0
    Members of a teen-age rock group disaffirm their contract with an agent after the group becomes successful.
  • 20.0
    An elderly person purchases more vitamins than she could consume in her lifetime.
  • 21.0
    A professional football player claims that he was forced to retire by the team's threat to disclose publicly that he bet on the Superbowl.
  • 22.0
    A bill of sale says a car is sold "as is." UCC disclaimers and fraud.
  • 23.0
    A door-to-door bible seller buys some old fishing equipment without disclosing its value.
  • 23.1
    A real estate developer sprays a pond for mosquitoes so prospects won't be put off.
  • 24.0
    A broad negligence waiver is attacked as unconscionable after a scuba accident.
  • 25.0
    May a franchisor insist on a clause forbidding a franchise from being assigned without the franchisor's consent?
  • 26.0
    Challenge to a promise not to compete.
  • 27.0
    The validity of an arbitration clause in a patient-HMO contract.

Interpretation - Parol Evidence Rule

  • 28.0
    A partner in a law firm is alleged to have promised that a year-end bonus to a new associate would be prorated if the associate left the firm before year's end.
  • 29.0
    The buyer of computer modems alleges an oral promise that the modems would be wrapped in static-resistant plastic.

Interpretation - Language

Performance Standards - Express Conditions and Crystal/Mud Analysis

  • 31.0
    A businessman has a termination clause that permits election of a termination- bonus sum if the election is made within a certain period following termination. The businessman misses this period by a short time.

Performance Standards - Constructive Conditions and Substantial Performance

  • 32.0
    A software firms contracts to trouble-shoot a database, promising to keep the existence of the database a secret. An employee of the software firm discloses the existence of the data base to a newspaper.

Performance Standards - Warranties

  • 33.0
    A puppy bought for the purpose of being shown and promised to be healthy is monorchid, and cannot be shown.
  • 33.1
    Software development as a sale. Merchantability and fitness for a particular purpose.
  • 33.2
    Overcoming warranty disclaimers.

Performance Standards - Perfect Tender

  • 34.0
    A buyer faced with a losing contract rejects goods on account of a trivial defect.
  • 35.0
    A guide orders a raft, which he later discovers does not meet his specifications. Revocation of acceptance under the UCC.

Discharge of Duty to Perform - Mistake

  • 36.0
    A professional football player signs a no-cut multi-year contract after a physical fails to disclose a preexisting injury that the player may have suspected.

Discharge of Duty to Perform - Impossibility

  • 37.0
    A contract between a handler and a dog owner is challenged when a happy romp causes the dog to be shaved.
  • 38.0
    A seller of flies refuses to perform when his supplier unexpectedly raises prices substantially.
  • 39.0
    Construction of a residential swimming pool is halted when the site is found to intrude on government land.

Discharge of Duty to Perform - Frustration of Purpose

  • 40.0
    Due to weather, a customer cancels his reservation with a fishing guide. Must the customer pay the guide's fee?

Breach - Anticipatory Repudiation

  • 41.0
    The installer of commercial exercise equipment announces that it will not install the equipment as it has promised. Common law.
  • 42.0
    The installer of commercial exercise equipment announces that it will not install the equipment as it has promised. UCC.
  • 42.1
    Minnesota Vikings terminate Cyrus William.
  • 43.0
    A grain contract is breached. Learned of the breach/repudiation under the UCC.

Breach - Successive Performances

Remedies - Measurement Basics

  • 45.0
    A skier undergoes an operation which he believes will improve his chances to make the U.S. Olympic team. As a result of the operation, he is injured and fails to make the team.

Remedies - Expectancy

  • 46.0
    A residential house is mislocated on a lot.

Remedies - Specific Performance

  • 47.0
    An actor sues to compel a studio to cast him as an actor in a movie.
  • 47.1
    A hunting guide switches firms after signing a one-year contract, but before trips are booked.
  • 47.2
    A tobacconist fails to deliver a distinctive set of pipes. Specific performance under the UCC.

Remedies - Stipulated Damages

  • 48.0
    A clause in a vacation trip contract limits the customer's right to cancel. The clause is challenged when the trip is filled following the cancellation.

Remedies - Reliance Damages

  • 49.0
    A professor going into the bread business remodels his kitchen to accommodate ovens that are not delivered.

Remedies - Restitution as a Remedy

  • 50.0
    A contract to construct a jogging course at an up-scale resort is breached by the resort.

Remedies - Punitive Damages

  • 51.0
    The refurbisher of a musical instrument cuts some corners and causes a customer considerable embarrassment.

Remedies - Qualifications Certainty

  • 52.0
    A rock group reneges on a contract to use a guitarist.

Remedies - Foreseeability

  • 53.0
    A misplaced order for fishing equipment causes a large loss to a commercial outfitter.

Remedies - Proportionality

  • 54.0
    The failure of a $17 part causes millions of dollars in damages.

Remedies - Mitigation

  • 55.0
    A lease tenant breaches the lease contract. The owner makes some attempts to re-rent, and refuses to re-rent to the breacher.

UCC Remedies - Buyers' Remedies

  • 56.0
    Specially ordered commemorative footballs are defective.
  • 57.0
    The electric motor in a toy fails in a public display of the product, ruining the market.
  • 57.1
    Buyer "covers" by manufacturing internally.
  • 57.2
    UCC market damages greater than economic loss.

UCC Remedies - Sellers' Remedies

  • 58.0
    Buyer orders a quantity of golf putters, only to see the market sour.
  • 59.0
    Lost volume sellers.

Third-Party Rights - Third-Party Beneficiaries

  • 60.0
    A suit by a third party on a performance bond.
  • 61.0
    A patient seeks to recover under a contract between a doctor and an HMO?

Third-Party Rights - Successors and Assigns

  • 61.1
    A customer ends a contract with a software company after the software company merges with a larger firm.

Third-Party Rights - Quantum Merut as an Alternative to Contract

  • 62.0
    A homeowner association sprays the lake in the development for mosquitoes and then finds itself without the authority to charge the residents.
  • 62.1
    A client saves money by discharging her attorney.
  • 62.2
    A roady makes a suggestion to a rock and roll group.
  • 62.3
    A graphics artist is not paid.

Torts

  • 63.0
    A lawyer tells a friend she should discharge her attorney. Inducement to breach a contract.