Contracts Cases

Embry v. Hargadine McKittrick Dry Goods Company

If a reasonable person would interpret a person’s outward manifestations as agreement to a contract, then a binding and enforceable contract exists.

Lucy v. Zehmer

The outward manifestation of a party’s intent to be bound in an agreement is all that matters when determining the existence of a binding and enforceable contract.

Nebraska Seed Co. v. Harsh

A general advertisement that lacks specific terms and is not addressed to a specific individual or group of individuals is an invitation to deal, not an offer that can be accepted.

Lefkowitz v. Great Minneapolis General Store

An advertisement constitutes an offer when the terms are clear, definite, and explicit, and leaves nothing open for negotiation.

Leonard v. PepsiCo

An advertisement does not constitute an offer if a reasonable person would perceive it as an obvious joke.

Empro Manufacturing v. Ball-Co Manufacturing

Letters of intent and agreements in principle do no more than set the stage for negotiations, the parties must show outward manifestations of intent to be bound for a binding contract to be formed.

Dickinson v. Dodds

An offer may be revoked at any time before acceptance and the offeror need not directly communicate the revocation with the offeree as long as the offeree is aware of conduct by the offeror demonstrating intent to revoke the offer. (grapevine)

Bjorkman v. Arctic Cat

An offer to make a contract may be revoked by words or conduct inconsistent with the offer at any time before the offer is accepted, but the intent to revoke must be communicated with the offeree. (severance)

Ragland v. IEC Holding

The parties’ objective manifestations of intent are used to establish a contract, therefore if one party explicitly rejects the terms of the offer there is no contract. (no refused)

Carlill v. Carbolic Smoke

When an offer implicitly waives the notice requirement, performance is acceptance.

White v. Corlies

To form a binding contract, acceptance by performance must be unequivocal and unambiguous and the offeror on notice that they are accepting. (offices)

Petterson v. Pattberg

An offer to enter a contract can be revoked at any time before acceptance. (door)

Hobbs v. Massoit

Silence can constitute an acceptance to an offer when past dealings and repeat players allow the offeror to reasonably assume acceptance

Nguyen v. Barnes and Noble

In order to determine if a user agrees to the terms of a website the court will look at the design and content to determine whether the website puts a reasonably prudent user on notice of important terms of use.

Johnson v. Otterbein

For there to be consideration there must either be a benefit to the promisor or a detriment to the promisee. (university)

Hamer v. Sidway

A waiver of any legal rights at the request of another party is sufficient consideration for a promise. (uncle)

Kirksey v. Kirksey

A gratuitous promise that is not bargained for is not an enforceable contract because it lacks consideration. (widow)

Moore v. Elmer

Acts or promises made in the past cannot serve as consideration for a promise that comes after. (psychic)

Passante v. McWilliam

Past consideration doesn’t serve as consideration (baseball)

Mills v. Wyman

Pass consideration does not serve as consideration unless there was a prior legal obligation. (sick son)

Webb v. McGowin

Moral obligation is sufficient consideration where the promisor has received a substantial material benefit. (fall)

Harris v. Watson

Performing an obligation you are already obligated to do does not constitute consideration for a new promise. (danger)

Stilk v. Myrick

Performing an obligation you are already obligated to do does not constitute consideration for a new promise. (2 quit)

Alaska Packer

Performing an obligation you are already obligated to do does not constitute consideration for a new promise. (bad nets)

Brian Construction

New work as a result of unforeseen circumstances that alter a contract constitutes new consideration. (debris)

Ricketts v. Scothorn

If someone voluntarily caused someone else to undertake some obligation or make expenditures on reliance of their promise then they should be estopped from denying liability. (grandfather)

Greiner v. Greiner

When a party makes a promise and can reasonably expect it to induce action or forbearance and it does in fact induce such action, the promise is binding only if injustice can be avoided only by enforcement of the promise. (disinherited)

Goodman v. Dicker

If they should have reasonably expected reliance on the promise and it did induce action, they are liable for costs incurred. (radio)

Hoffman v. Red Owl Stores

Parties are liable for expenses incurred on the reliance of a promise when the party’s words are definite enough to cause the other party to reasonably rely on them to their detriment.

Boone v. Coe

Contracts not to be performed in one year of making must be in writing to be enforceable. (farm)

C.R. Klewin v. Flagship Properties Inc

A contract does not fall under the statute of frauds unless by the specific terms of the contract, it is impossible for performance to be completed in one year. (construction/indefinite)

Riley v. Capital Airlines

The statute of frauds will void a contract that has not been reduced to writing if it cannot, by its terms, be completed in one year. (supply 5 years)

Raffles v. Wichelhaus

A contract is unenforceable when a material term is ambiguous and parties attach different meanings to it. (peerless)

Oswald v. Allen

When a term is ambiguous and the parties understand it in different ways there cannot be a contract unless one of them should have been aware of the other’s understanding. (Swiss)

Frigaliment Importing Co. v. B.N.S. International Sales Company

When a contract term is vague, the court will look at objective, external evidence to determine its meaning. (chicken)

Robinson v. Liberty Mutual Insurance

When a term is vague, courts must construe the terms according to their ordinary and everyday meaning. (insects)

Sun Printing & Publishing v. Remington Paper & Power

A contract is unenforceable if it leaves essential terms open for negotiation, in this case it is simply an agreement to agree. (P+Q open)

New York Central Iron Works v. United States Radiator Company

The obligation of good faith and fair dealing towards each other is implied of every contract of this character.

Eastern Air Lines v. Gulf Oil Corporation

Requirements contracts are enforceable as long as they are acting in good faith.

Carnival Cruise Lines v. Shute

Terms in a form contract are enforceable, as long as they are fundamentally fair and reasonable.

Step Saver Data Systems v. Wyse technologies

Under UCC 2-207, between merchants, additional terms become a part of the contract unless they materially alter it.

Union Carbide Corp. v. Oscar Mayer Food Corp

Under UCC 2-207, between merchants, additional terms become a part of the contract unless they materially alter it.

Thompson v. Libby

(traditional four corners approach) When there is a complete written contract, it is presumed to be the final expression, oral evidence cannot be used to add additional terms, the contract must be judged on the writing itself. (logs)

Masterson v. Sine

(modern) Allow extrinsic evidence in determining whether writing is a final expression. (sell back)

Carter Drilling

not a UCC but uses UCC 2-202, Usage of trade, course of performance, course of dealing can be introduced to explain or supplement an agreement, provided it is consistent with the express terms of the underlying contract. (agent)

Pacific Gas v. Drayage

Extrinsic evidence can be used to interpret a written contract if it is relevant to prove a meaning to which the language is reasonably susceptible. (indemnity)

Trident

A party always has the right to introduce extrinsic evidence to prove that the contract is reasonably susceptible to an alternate interpretation. (loan early)

Goldberg Corp. v. Levy

A party preached the implied covenant of good faith if their sole purpose is to get around some express provision in the contract. (next door)

Mutual Life Insurance v. Tailored Women

The implied covenant of good faith does not prevent a party from exercising rights under the contract.

Stop & Shop v. Gannet

A lease containing a rent provision does not require continuous operation if the tenant pays a substantial base rent.

Vlases v. Montgomery

A seller is liable for a breach of the implied warranties of merchantability and fitness for a particular purpose if the goods are defective at the time of delivery, even if the defect is impossible to detect, and entirely unavoidable by the seller. (coop)

Royal Business Machines v. Lorraine

Express warranties is made up of an affirmation of fact or promise, that relates to the goods, and becomes the basis of the bargain between the parties. (copier)

Schneider v. Miller

A contract for the sale of goods containing a clear and conspicuous "as is" clause excludes all implied warranties, including the warranties of merchantability and fitness for a particular purpose. (stepson)

Ardente v. Horan

To constitute an effective acceptance, the acceptance must be definite and unequivocal. (swing)