Yes / No/ Maybe!
(Question 1)
(Question 1)
Is the release that Jherie modified on April 8 to include Joseph Foods enforceable? If it is not, are there any arguments Cherie, Therie, and Jherie could make as to why Ralphiano's ought to release them from all outstanding balances?
Unilateral Mistake
Facts: X contracted Y to build a home, multiple versions of the contract were made
Holding: Using the objective test, the court found that there was no claim of fraud, mistake, or duress and ruled for X
Ray v. Eurice
Is the following statement true or false: "The seller's acknowledgment containing a provision for arbitration constituted a counteroffer that was accepted by the buyer"
False
Neither real nor apparent intention that a promise be legally binding is essential to the formation of a contract, but a manifestation of intention that a promise shall not affect legal relations may prevent the formation of a contract.
21
Intention to Be Legally Bound
Jherie wants to know if BigMart's non-compete clause is enforceable?
*hint - defenses
May not be under unconscionability and duress
Assume that Pant's February 1st email constituted a valid offer. Did Jhulan effectively accept Pant's offer at 4:45pm on February 5?
Yes, because Pant received Jhulan's acceptance before Pant received Jhulan's rejection
Facts: X started doing contracting work for Y and discovered there was more work to do than was agreed; Y forced X to sign the contract as is or they would refuse payment
Holding: no fraud exception to be parol evidence rule because fraud must not relate directly to the subject of the contract
Sherrod, Inc. v. Morrison-KNudsen Co.
Is the term sheet an enforceable contract?
No
Preliminary Negotiations not agreement to agree
Promissory Estoppel likely fails
Unless the offer provides otherwise,
(a) An acceptance made in a manner and by a medium invited by an offer is operative and completes the manifestation of mutual assent as soon as put out of the offeree’s possession, without regard to whether it ever reaches the offeror
63 (Mailbox Rule)
Time when Acceptance Takes Effect
Do they have any potential claims against the stores in the Joseph Foods network for refusing to accept or pay for the March 2020 delivery
Depends on if the informal exchanges constituted legally enforceable agreements
Was Pant's promise to keep Brooklyn Justice's offer open until 5:00 pm on February 5 enforceable on other grounds?
Yes, under promissory estoppel
Facts: X sent a price quote to Y explicitly stating it wasn't an offer; Y submitted a purchase order without a provision; X sent an order acknowledgement with a provision
Holding: the terms in X's order acknowledgement are additional terms for proposal - not part of the contract
Brown Machine v. Hercules
Does Professor Worrell need to pay the roof brothers?
There is likely an enforceable contract
Textual approach - leave the contract as is
Contextual approach - allow PE for fraud
Void for vagueness
1) Except as state in Subsection (2), damages are not recoverable for loss that the injured party could have avoided without undue risk, burden, or humiliation.
2) The injured party is not precluded from recovery by the rule stated in Subsection (1) to the extent that he has made reasonable but unsuccessful efforts to avoid loss.
350
Avoidability as a Limitation on Damages
In her April 9th email, Wegman stated that "BigMart has futher agreed to pay you an amount commensurate with what Palphiano's was paying Joseph Foods to reward Joseph Foods for its many years of service to Ralphiano's." Is this an enforceable promise? If so, did BigMart break their promise by deducting Cherie, There, and Jherie's pay and then firing them?
Enforceable under Promissory Estoppel
Enforceable because BigMart violated implied term of good faith
Was Pant's promise to keep Brooklyn Justice's offer open until 5:00pm on February 5 an enforceable option contract?
Maybe
Facts: X bought land where an apartment building was located - a septic tank was installed in violation of the health code; the contract for sale contained a "present condition" clause
Holding: mistake by two equally innocent parties; clause in sale contract left risk of mistake to buyer
Lenawee v. Messerly
What arguments might you make to avoid eviction?
Governing Law (RST or common law)
Counterarguments by Landlord
You want RST
Baird (PE); Discretion
In case of doubt an offer is interpreted as inviting the offeree to accept either by promising to perform what the offer requests or by rendering the performance, as the offeree chooses.
32
Invitation of Promise or Performance
If so, can they bring claims against Ralphiano's for any of the following:
Deducting amounts from JF's pay after 2015
Providing them with the wrong produce in March 2020
Providing them with the wrong produce and refusing to pay JF in April 2020
No, JF likely does not have a claim against Ralphiano's for deducting amounts from JF's pay after 2015
Yes, JF likely does have a claim against Ralphiano's for providing them with the wrong produce in March 2020
Yes, JF likely does have a claim against Ralphiano's for providing them with the wrong produce and refusing to pay JF in April 2020
Could Jhulan argue that they had an enforceable contract with Omarova & Hockett
Maybe
Facts: X manufactured cutom brake assembly parts for inclusion in Y's motor; many negotiations took place but Y wanted a larger purchase commitment
Holding: there was no enforceable contract - essential terms must be specified
E.C. Styberg v. Eaton
Can Stafanie sue Trisnom for breach of contract?
Battle of the forms
Interpretation issues (x2)
Maybe
Terms are a part of the contract
"Plastic" and "Economically Favorable"
Every contract imposes upon each party a duty of good faith and fair dealing in its performance and its enforcement.
205
Duty of Good Faith and Fair Dealing
Do they actually owe BigMart and Ralphiano's any money based on the monthly invoices?:
Governing law?
What RST/UCC applies? Is formation sufficient under it?
Which contract governs (OG invoice or Wegman's new invoice)?
Does JF have any defenses?
It depends on the following:
UCC
2-204; yes
Wegman's
Unconscionability, Mistake, Waived/Lapse of Time