Interpretation
Concept(s) and Holding for Frigalment Importing Co.
Contra Proferenum | The court held the word 'chicken' was not used in the narrower, German sense as there was no proof the defendant knew of the trade usage of the word 'chicken', and the plaintiff should not have expected for the defendant to deliberately incur a loss for larger chickens.
What happened with the Pipe? Extra points if you go through the analysis in the case!
R2d §241 (BLAGS) | In Jacobs & Youngs v. Kent, the court held that, there was substantial performance though Reading pipe was not used as the pipe used instead was essentially the same thing and the innocent omission of the brand was neither fradulent nor willful.
Concept(s) and Holding for Hadley v. Baxendale
Foreseeability as limitation on Expectation Damages | In Hadley v. Baxendale, the Court held that because the plaintiff did not communicate special circumstances of need for quick fix of the crank, they were not entitled to lost profits as the defendant was operating under ordinary circumstances/assumption.
NOT A CASE, Fill in the blank: Assignment is for ______. Delegation is for ________.
1) Rights
2) Duties
Concept(s) and Holding for Bayliner Marine Corp v. Crow
Implied Warranties | In Bayliner Marine v. Crow, the Court concluded there was insufficient evidence to support breach of express, IWofM, and Fitness as the "prop matrixes" presented were not for the boat in issue, there was no evidence of boat not "passing in trade," for years defendants did use the boat for ordinary purpose, and he did not inform seller of purpose in buying the boat.
Concept(s) and Holding for Denbury Onshore
Incomplete Terms | In Denbury, the Court found a lack of time term with no requirement for the parties to agree to a time period in the future BUT there was no incomplete term because the Court could use whether it was terminable at will to supply its own interpretation of a reasonable term. The Court looked at the parties' relationship and found that the contract was for the construction of Barksdale 1.
Concept(s) and Holding for Smargon v. Grand Lodge
Repudiation, Adequate Assurance | In Smargon v. Grand Lodge, the Court held the Smargons did not breach their contract to close before GLP's repudiation as they were not provided with adequate assurance the noise and vibration problem would be resolved by GLP.
Concept(s) and Holding for Hawkins v. McGee
CL Measure of Damages (∆ value)+(I&C)-(expenses saved) | In Hawkins v. McGee, the Court held that the plaintiff was entitled to recover the difference between the value of the condition as promised (a "good or perfect hand") and the actual condition after the operation, including any incidental consequences that were reasonably foreseeable by the parties at the time the contract was made.
Concept(s) and Holding for Oliver v. Ball
Specific Performance, Land is unique | In Oliver v. Ball, the court reversed the judgment of a non-suit as they reinforced that Oliver had claim to specific performance because land has long been regarded as unique.
Concept(s) and Holding for JNA Realty v. Cross Bay Chelsea
In J.N.A. Realty, the court held that the defendant's breach could be equitably excused as D would suffer a forfeiture for negligently failing to renew its lease, from their made valuable improvements ($15K and $40K) to the restaurant, and if the location was lost, the restaurant would be sure to lose a considerable amount of its customer good will.
Concept(s) and Holding for Oswald v. Allen
Ambiguity (lack of certainty), Misunderstanding | In Oswald v. Allen, the court did not enforce a contract for the sale of Swiss coins as there was no mutual assent sent because it was vitiated by ambiguity surrounding what the "Swiss coins" for sale were.
Concept(s) and Holding for Roberts Contracting Company, Inc. v. Valentine-Wooten Road Public Facility Board
BLAGS § 241 | In Roberts Contracting, the Court held the plaintiff did not substantially perform his duty to provide an operational sewer system and the damages to the defendant should be offset with the damages to the plaintiff as they were both responsible for arranging permanent power.
Concept(s) and Holding for Lyons v. Belosky Construction
CL Measure of Damages, Cost of Completion (difference between the amount due on the contract and the amount necessary to properly complete the job or to replace the defect) | In Lyons v. Belosky, the Court held the amount of damages awarded to Lyon was appropriate as the defect in the roof was substantial and damages in the amount necessary to bring the roof into compliance with the design drawings would not result in unreasonable economic waste.
Concept(s) and Holding for Houseman v. Dare
Specific Performance | In Houseman v. Dare, the court held a claim to specific performance may be available to remedy a breach of an oral agreement of the possession of a dog by its joint owners because a pet is a property which has ‘subjective value,’ making it unique and giving it a special value.
Concept(s) and Holding for American Aerial Services, Inc. v. Terex USA, LLC
CONSPICUOUS WAIVER | In American Aerial Services, the Court held that because the American Aerial Services, Inc. did not make the waiver conspicuous, i.e. in all caps, they could not sue to get the crane back.
Concept(s) and Holding for Market Street Associates Limited Partnership v. Frey
Duty of Good Faith | In Market Street Associates, the Court held that because they could not ascertain whether J.C. Penney’s state of mind in not mentioning the critical term in the lease clause was done in bad faith, the case was remanded.
Concept(s) and Holding for Wholesale Sand & Gravel Inc. v. James Decker
R2d§ 251—When Failure to Give Assurance may be Repudiation | In Wholesale Sand & Gravel, the Court held the plaintiff's conduct constituted an anticipatory repudiation as Wholesale removed their equipment though they promised to get "right to work" on the driveway (their form of adequate assurance) and failed to do so.
Certainty limitation, Reliance damages may not be proved based on speculation. | In Hollywood Fantasy, the Court reduced the amount of damages Gabor owed from breach of contract because the HF had no objective facts, figures, or data to prove lost profits with "reasonable certainty" based on reliance.
Daily Double: Name the two assignment cases and give which one was held to be valid.
Assignment; In Traffic Control Services, the court held that an employer may only assign a noncompete covenant with the employee's consent, and only when the consent is supported by new consideration. Assignment invalid.
Assignment; In Herzog v. Race, the Court found the defendant to have been assigned the right to pay the plaintiff, as the assignor clearly manifested his intent for them to pay the plaintiff directly, regardless of the assignment note using the words "request for payment . . . ." Assignment valid.
Constructive/Implied Condition | In Pisani, the court affirmed that the defendant could retain the last payment due to the plaintiff not substantially performing its obligations under the contract (building 3'' too tall). Here, the Court constructed a condition that if constructing a building, it is inherent that it exactitude in performance is part of the condition to be satisfied for payment.
Concept(s) and Holding for Joyner v. Allen
Information Asymmetry, Contra Proferenum | The Court used the plaintiff's meaning at the time of contracting, and whether the defendant knew or had a reason to know of the plaintiffs meaning to hold a leasee in the defendants position would not have been reasonably induced to believe that he must complete all buildings by the recomputation deadline.
Concept(s) and Holding for Sackett v. Spindler
R2d § 236—Total Breach | In Sackett, the Court held Sackett's failure to pay for the stock in escrow was "gross negligence" rather than an innocent departure from contractual duties and therefore, the non-performance could be treated as total breach.
Concept(s) and Holding for Schneberger v. Apache Corp.
CL Measure of Damages, Diminution in Value; In Apache, the Court held that diminution in value was the correct measure of damages as there was a clear agreement that Apache would remediate the environment damage BUT there is a dramatic disparity between the cost of completion and creation of value from performance.
Concept(s) and Holding for Dobson Bay Club II DD, LLC v. La Sonrisa de Siena, LLC
R2d § 356—Liquidated Damages. Enforceable if the predetermined amount for damages seeks to compensate the non-breaching party rather than penalize the breaching party. | In Dobson Bay, the court held a provision to be unenforceable in favor of Dobson Bay as that the late fee (balloon payment) did not reasonably forecast anticipated damages for the losses identified in the position, nor did it reasonably approximate actual losses.
Concept(s) and Holding for CBS, Inc. v. Ziff-Davis Publishing Co. et. Al.
Express Warranties | In CBS, Inc. v. Ziff-Davis, the Court held Z-D could not be relieved from any contractual obligation under these warranties because the reliance placed on CBS following through to purchase the newspapers companies was because of Z-D projections, not in their failure to cancel the transactions and rely on their own projections.