Mehra Contracts

RS 1

RS 71 - 1
Requirement of Exchange

RS 71 - 2
Requirement of Exchange

RS 71 - 3
Requirement of Exchange

RS 71 - 4
Requirement of Exchange

Hamer (ROL)

Hamer (Facts)

Hamer (Historical Importance)

3 Benefits of the Consideration Model (Without Holmes)

Holmes's 2 Benefits of the Consideration Model

Mehra on Bargain for Exchange (2)

Dyer (ROL)

Dyer (Facts)

Dyer (Policy Harms to Invalidating the Agreement - 3)

How to Hamer and Dyer compare?

Dyer - Explain the objective vs. subjective model of looking at the term in question.

Boehm (ROL)

Boehm (Facts)

Boehm (Policy Issues supporting this agreement - 2)

RS 74
Settlement of Claims

What is a Peppercorn?

Feinberg (Consideration ROL)

Feinberg (Facts)

Mills (ROL)

Mills (Facts)

Mills (Policy Reasons for not finding a K)

Webb (ROL)

Webb (Facts)

Webb (Policy reason for upholding)

Webb: How do the specific terms of the agreement play a role?

Webb: What two main issues had to be overcome to find a contract?

Harrington (ROL)

Harrington (Facts)

Harrington: Why isn't this a K like in Webb?

RS 90 - 1
Promise Reasonably Inducing Action or Forbearance

RS 90 - 2
Promise Reasonably Inducing Action or Forbearance

RS 90 - 1: Name 4 things that changed between the 1st and 2nd RS.

RS 90 - 2: What changed between the 1st and 2nd RS?

What is the problem with BFE that leads to the need for promissory estoppel?

Kirksey (ROL)

Kirksey (Facts)

Kirksey: Why wasn't there promissory estoppel?

Ricketts (ROL)

Ricketts (Facts)

Ricketts: Why is there inducement?

Define promissory estoppel.

What good does promissory estoppel do?

Feinberg (Reliance ROL)

Feinberg: Where was the reliance?

Compare and contrast Feinberg (reliance) and Ricketts.

Feinberg (reliance): What issue from the 1st restatement resigning on the promise of retirement benefits fulfill?

Wright (ROL)

Wright (Facts)

Wright (Dissent Opinion)

Wright (Concurring Opinion Policy Issues - 2)

What effect does time have between promissory estoppel and bargain for exchange?

Cohen (ROL)

Cohen (Facts)

Cohen: When Cohen relied on that promise, was it reasonably expected?

Cohen: What effect did the 1st amendment have?

Why do we like BFE more than PE?

Define executory contracts.

Anson (Principles of Law) Quote on Discharging Executory Contracts.

When filling gaps, what are they moving away from and why?

Give the pros and cons of gap filling.

When are courts especially likely to use gap filling?

RS 75: Exchange of a Promise for a Promise

Wood v. Lucy, Lady-Duff Gordon (ROL)

Wood v. Lucy, Lady Duff-Gordon (Facts)

Lucy-Lady Quote about something being instinct with obligation.

What is the policy implication of gap filling?

UCC 2-306 - 1
Output, Requirements, and Exclusive Dealings

UCC 2-306 - 2
Output, Requirements, and Exclusive Dealigns

How was UCC 2-306 used in Lucy-Lady and EAL?

How does UCC 2-306 work as a gap filler, and what is the effect?

Strong (ROL)

Strong (Facts)

Compare and contrast Strong and Hamer.

What is an illusory promise?

Mattei (ROL)

Mattei (Facts)

Mattei: What are the policy issues involved here?

Compare and contrast the promises in Mattei and Strong.

Mattei: What is the type of satisfaction clause useful for objective values, and what is the standard?

Mattei: What is the type of satisfaction clause useful for subjective values, and what is the standard?

Easter Air Lines (ROL - 2)

Eastern Air Lines (Facts)

Eastern Air Lines: What is the policy consideration for not nullifying this contract?

What does it take for a contract to be impracticable?

UCC 2-614 - 2

What is restitution?

Compare the Cotnam and Collano in terms of the policy implications of finding a contract.

Cotnam (ROL)

Cotnam (Facts)

Cotnam: Did the doctor receive full payment?

What does it mean when a contract is implied in fact vs. implied in law?

Cotnam: Name 3 policy reasons for enforcing a contract here.

Compare and contrast Cotnam and Webb.

Compare and contrast Cotnam and Collano.

Collano (ROL)

Collano (Facts)

Why do quasi-contracts (a theory of restitution) exist?

What is the common thread in quasi-contracts as expressed in Collano?

Define assent.

What does assent imply?

Explain the objective versus subjective theories of assent.

What does Learned Hand say about the objective theory of assent? Quote + 2

How does the objective theory of assent benefit contracts?

What is the concern about the objective theory of assent?

Under the objective theory of assent, can a party unintentionally enter into an enforceable contract?

Why does Judge Jerome Frank think the objective theory of intent has gone too far? (2 reasons)

Lucy (ROL -3)

Lucy (Facts)

Lucy: Does undisclosed intent matter to forming a contract?

Lucy: Gilmore (The Death of a Contract) says what about the difficulties of subjective intent?

According to Corbin, what is an offer?

According to Corbin, what is excluded from being an offer?

What medium is required of an offer?

Owen (ROL)

Owen (Facts)

Harvey (ROL)

Harvey (Facts)

Why wasn't there an offer in Harvey? (2 reasons)

What is an acceptance?

Must notice of acceptance be given?

When and how must notice of acceptance be given?

When can an offeror withdraw their offer?

When is an offeror bound?

At what point has acceptance occurred?

When is an offer revoked? (2 ways)

When is indirect revocation possible?

What is the mirror image rule?

Lefkowitz (ROL)

Lefkowitz (Facts)

But what about the Pepsi Points case?

International Filter (ROL)

International Filer (Facts)

White (ROL)

White (Facts)

White: Why weren't his acts an acceptance?

Ever-Tite (ROL - 2)

Ever-Tite (Facts)

What are the two possible methods of acceptance? (Given in White)

Carbolic Smoke (ROL)

Carbolic Smoke (Facts)

Allied Steel (ROL)

Allied Steel (Facts)

Corinthian Pharmaceutical (ROL)

Corinthian Pharmaceuticals (Facts)

UCC 2-206 is a default rule for goods that modifies the mirror image rule. Why?

How does UCC 2-206 accommodate business practices? (4 ways)

What is the major effect of UCC 2-206?

What is the major effect of UCC 2-207?

UCC 2-207 - 1
Additional Terms in Acceptance of Confirmation

UCC 2-207 - 2
Additional Terms in Acceptance of Confirmation

UCC 2-206 - 1
Offer and Acceptance in Formation of Contract

Dickinson (ROL - 2)

Dickinson (Facts)

What is the battle of the forms?

Step Saver (ROL)

Step-Saver (Facts)

ProCD (ROL)

ProCD: How was acceptance demonstrated?

UCC 2-204 - 1
Formation in General

UCC 2-204 - 2
Formation in General

UCC 2-204 - 3
Formation in General

UCC 2-606 - 1
What Constitutes Acceptance of Goods

Hill (ROL)

Hill (Facts)

Drennan (ROL)

Drennan (Facts)

Drennan: What is the reasoning for enforcing the subcontractors bid?

RS (1st) 45
Revocation of Offer for Unilateral Contract; Effect of Part Performance or Tender

RS (1st) 45
Revocation of Offer for Unilateral Contract; Effect of Part Performance or Tender

RS (2nd) 45
Option Contract Created by Part Performance or Tender

Define Type I Preliminary Binding Agreements

Define Type II Preliminary Binding Agreements

Channel (ROL)

Channel (Facts)

What are the policy reasons for Tribune Type II agreements?

What is the history of the UCC?

What is the general policy reason for the UCC as default rules for goods?

Ortelere (ROL)

Ortelere (Facts)

What are the policy concerns in Ortelere (as expressed by the Dissent (d-on other grounds)?

RS 15 - 1
Mental Illness or Defect

RS 15 - 2
Mental Illness or Defect

Black Industries (ROL - 2)

Black Industries (Facts)

Black Industries: What is the policy reason for not invalidating a contract based on vague public policy arguments? (3 reasons)

What is the pro and con of modifications without consideration?

Why are there statutes and guidelines that allow contracts to be modified without consideration?

Name a state whose statutes allow a contract modification without consideration, and under what circumstances it can happen.

What does the UCC say about modifications to contracts without consideration?

Watkins (ROL)

Watkins (Facts)

Watkins: In terms of general policy, what economic restraints are there on a party who attempts to opportunistically renegotiate terms? (6)

Watkins: What is Holmes's view of duress here?

Alaska Packers (ROL)

Alaska Packers (Facts)

Alaska Packers: Why does the court disallow renegotiation under duress/drastic differences in bargaining power?

Alaska Packers: What does Posner say about the circumstances in which the contract was renegotiated?

What is the pre-existing duty rule?

What's the problem with the pre-existing duty rule?

What is the UCC stance on the pre-existing duty rule?

What is the RS (2nd) stance on the pre-existing duty rule?

Alaska Packers: On what two grounds is the renegotiated contract void?

Why might advantages like expertise an experience be fair in a bargaining context?

How does expertise and experience pose problems for traditional contract theory?

How do we avoid the problem associated with one-sided information in the bargaining context?

Swinton (ROL)

Swinton (Facts)

Swinton: Even though it would be very difficult to discover the termites, why does the court hold for the seller?

Swinton: The charge is concealment and nothing more - what did they rule out?

Swinton: Here we had a strict application of caveat emptor, which also rewards parties who inform themselves and drive market prices.
What two things de facto changed this rule?

Kannavos (ROL)

Kannavos (ROL Quote)

Kannavos (Facts)

Kannavos: What's the big deal if he could have found out the zoning issue for himself?

What is another name for a no-reliance clause?

What is a no-reliance/big boy clause?

What is an adhesion contract?

O'Callaghan (ROL)

O'Callaghan (Facts)

O'Callaghan: Name two benefits and four problems to allowing an exculpatory clause in a lease like this.

O'Callaghan: Characterize the spectrum ends by the majority and dissent.

Henningson (ROL)

Henningson (Facts)

Henningson: On what grounds did the court find for the Henningsons?

Williams v. Walker-Thomas (ROL)

Williams v. Walker-Thomas (Facts)

Williams/Walker-Thomas: How can voiding unconscionable clauses harm in the end?

Define unconscionable.

Why is voiding an unconscionable contract said to be a double edged sword?

UCC 2-302 - 1
Unconscionable Contract or Clause

UCC 2-302 - 2
Unconscionable Contract or Clause

What is unconscionability as defined in Williams v. Walker-Thomas?

Baby M (ROL)

Baby M: What reasons does the court give for not wanting baby selling?

Baby M: There are some things money can't buy, but those tend to be what?

Baby M: Revocability was a big issue here, why?

Track the development of rulings involving charges of public policy.

What is the parole evidence rule?

The effect of the parol evidence rules is that prior and contemporaneous agreements merge. Does it affect a subsequent agreement?

Name 2 Pros and 1 Con of the Parol Evidence Rule.

What 2 effects does the Parol Evidence Rule have because it is a rule of substantive law?

What three cases look at how to figure out what's merged under the parol evidence rule?

Name 4 policy reasons for having the Parol Evidence Rule.

What two issues do we look at in the cases for parol evidence?

Parol Evidence Rule: When we look at the written agreement to see if the term is a natural fit, what two ways can we look at it?

What's an appropriate greeting in Boston?

Gianni (ROL)

Gianni (Facts)

RS 209
Integrated Agreements

RS 210
Completely and Partially Integrated Agreements

RS 215
Contradiction of Integrated Terms

RS 216
Consistent Additional Terms

What is a collateral agreement?

Masterson (ROL)

Masterson (Facts)

Traynor's opinion on looking at the collateral agreement, and RS 210 (cmt b) as seen in Masterson

How can a contract explicitly prove that it is fully integrated?

What quote best describes Traynor's view of only looking at the 4 corners to determine if a contract is integrated in Masterson?

What is the perspective of the dissent in Masterson?

Bollinger (ROL)

Bollinger (Facts)

In Bollinger, they found a mutual mistake based on the parties' actions - but what does the court say about the fact that the plaintiff didn't read the contract?

Frigaliment (ROL)

In Frigaliment, we learn about an exception to the Parol Evidence Rule for term interpretation. What is the hierarchy of interpretation?

Frigaliment (Facts)

There is an implied duty of good faith once you enter a contract. Why?

Dalton (ROL)

What is interesting about Dalton relating the Kannavos?

Dalton (Facts)

Based on Dalton, what does good faith mean?

Market Street (ROL from Posner)

Market Street (Facts)

Market Street: What is the difference between exercising discretion in a way that leads to the dissolution of the contract versus a way that is legitimate?

Market Street: In the bargain stage, it was okay to use your own knowledge. Why isn't that the case here?

Name 3 Pros and 2 Cons about allowing quick breaches.

RS 224 (Condition FKA Condition Precedent)
Condition Defined

RS 230 - 1 (Termination FKA Condition Subsequent)
Event that Terminates a Duty

RS 230 - 2 (Termination FKA Condition Subsequent)
Event that Terminates a Duty

RS 230 - 3 (Termination FKA Condition Subsequent)
Event that Terminates a Duty

Luttinger (ROL)

Luttinger (Facts)

After Acquired Evidence

What is the positive about after acquired evidence?

Name 3 cons to the After Acquired Evidence rule.

Walker & Co (ROL)

Walker & Co (Facts)

Based on Walker & Co., from RS 275 (1st), how to we determine if a breach is material? 6 considerations

K&G Construction (ROL)

K&G Construction (Facts)

In a contract, why would or wouldn't treat all breaches as partial breaches?

What damages are recoverable under total and partial breach?

How can a court determine if a partial breach of total breach is being charged?

How does a partial breach affect future claims?

US v. Peck (ROL and Facts)

How does cooperation affect a contract?

Kehm v. US (Facts)

Kehm v. US (ROL)

Iron Trade Products (ROL)

Iron Trade Products (Facts)

New England Structures (ROL)

New England Structures (ROL)

New England Structures (Facts)

New England Structures: How does the rule that you don't have to give all of the reasons for terminating a contract because of a breach work for and against the policy goal of contracting parties working together to resolve their disputes?

Define Anticipatory Repudiation.

How sure does the court need to be that a party has repudiated?

RS 250
When a Statement or an Act is a Repudiation

RS 253
Effect of a Repudiation as a Breach and on Other Party's Duties

Hochster: What is a pro and con of allowing anticipatory repudiation?

Hochster (ROL)

Hochster (Facts)

Hochster: What is the economic efficiency argument for anticipatory repudiation?

Hochster: Which state does not allow anticipatory repudiation?

Hochster: What does good faith have to do with allowing anticipatory repudiation?

Sullivan (ROL and Facts)

Sullivan: What could distinguish the importance of a promise form a plastic surgeon compared to, say, a heart surgeon?

Sullivan: Which damage formula is seen as almost a Goldilocks solution?

Sullivan: What are expectancy damages?

Sullivan: How do expectancy damages relate to the bargain for exchange model?

Sullivan: In this case, give two ways expectancy damages might be formulated and why.

Sullivan: Which type of damages do most typical contracts use?

Sullivan: What are reliance damages?

Sullivan: What are restitution damages?

Sullivan: How does the amount typically given in restitution damages compare to expectancy or reliance damages?

Peevyhouse (ROL)

Peeveyhouse (Facts)

Peeveyhouse: How does the majority view the clause to repair the land?

Peeveyhouse: The court has wide latitude for damages. What are some of the reasons that, if they so wanted, they could use to justify giving more to the Peevyhouses?

Peevyhouse: The court here limits this ruling to specific situations involving mining contracts, specifically rejecting this as a construction contract. In what case does this issue come up in a construction contract and how is it dealt with?

Peevyhouse: What does the dissent hold?

Peevyhouse: What four problems does the dissent see with not giving them specific performance?

Hadley (ROL)

Hadley (Facts)

Hadley: As a general rule, what should damages be?

Hadley: What is the exception to the general rule that damages must be normally thought of as a consequence of the breach?

Hadley: What can parties do to get around the general rule of foreseeability and why?

Virtue v. Bird SQUIB: ROL

RS 350
Avoidability as a Liquidation on Damages

UCC 2-713
Buyer's Damages for Non-Delivery or Repudiation

Rockingham County (ROL)

Rockingham County (Facts)

Rockingham: What two reasons does the court give?

How is mitigation involved in the UCC version?

UCC: Buyers mitigation

UCC: Seller mitigation

UCC: How does the substitute transaction system work in mitigation if either the buyer or seller doesn't find a substitute?

Tongish (ROL)

Tongish (Facts)

Tongish: In addition to the actual sunflower seeds, what did the buyer bargain for?

Tongish: What does the Scott article say?

Tongish: What is the effect of the Scott quote?

Parker (ROL 1)

Parker (ROL 2)

Parker (Facts)

Jacobs & Young (ROL)

Jacobs & Young (Facts)

Jacobs & Youngs: What is considered in the question of the measurements of damages? (3 things)

Jacobs & Youngs: How does subject and objective intent matter?

Why, historically speaking, do courts carefully evaluate liquidated damages clauses?

Gustafson (ROL)

Gustafson (Facts)

Gustafson: Ex ante and ex post, how is this liquidated damages clause viewed by the court?

Lake River (ROL)

Lake River (Facts)

Lake River: What policy reason is there for penalty clauses being bad?

Lake River: Compared to penalty clauses, why are compensatory clauses better?

Wassermans (ROL)

Wassermans (Facts)

Wassermans: Which Restatement and which UCC provision embrace the two looks idea?

Wassermans: How does the court view remedies?

RS 356
Liquidated Damages and Penalties

UCC 2-718
Liquidated or Limitation of Damages

UCC 2-716
Buyer's Right to Specific Performance or Replevin

Klein v. Pepsi (ROL)

Klein v. Pepsi (Facts)

Morris (ROL)

Morris (Facts)

Curtice Brothers v. Catts (SQUIB p. 628-9) (ROL and Facts)

Name four reasons personal services often don't result in specific performance.

Laclede (ROL)

Laclede (Facts)

Laclede: What was the public policy interest involved here?

Laclede: There was another natural gas company - why did they still order Amoco to provide natural gas?

Laclede: How does the court address the administrability issue?

What is an injunction?

Walgreen (ROL)

What are the two types of equitable relief?

What is equitable relief?

What is the difference between specific performance and an injunction?

Walgreen (Facts)

Walgreen: What in this case is calculable but unique?

In general, specific performance isn't ordered in construction contracts. What is the big exception?

Walgreen: Posner gives the benefits in costs of allowing specific/injunctive relief - what are they?

Walgreen: How does Posner weight the pros and cons of injunctive relieve versus damages?

Walgreen: What does Posner actually say about the balancing test from an appellate point of view?

Mehra's Last Thoughts (they come from Posner)

Northern Delaware (ROL)

Northern Delaware (Facts)

Northern Delaware: On what two grounds does the court avoid specific performance?

In cases like Henningson and O'Callaghan, what three things should be considered in whether or not to allow an exculpatory clause?