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See the Restatement of Contracts, Second, Sec. 39, Illustration, for the principle that the offeree may state that he’s holding the offer under advisement (for the remainder of the 30 days) but if the offeror wants to close immediately he’ll take it for a lower amount. Such an answer does not abrogate the original offer. Of course, if the offeror tells the offeree, before the $10,000 is accepted, that the price has been increased to $12,500 then that will be effective. In this case, however, the offeror didn’t try to increase the price until after the offeree accepted the original offer and created an enforceable contract.
An oral promise which the promisor should reasonably expect to induce either action or forbearance on the part of the promisee is enforceable when injustice can be avoided only by enforcing the contract. See Restatement (Second) of Contracts § 217A. If a party has relied on an oral promise to his detriment, and rendered part performance the other party should be estopped from asserting the Statute of Frauds.
The instructions were definite in telling the mechanic to “check and repair”, and to “make sure” and to “tune it up” so that, along with a similar course of conduct in the past, the mechanic did not act outside of his normal and reasonable expectation of authority. The circumstances imply a contract when the facts are taken as a whole. The conduct of the parties, including through past experience, implied that there was a meeting of the minds and a contract between them.
If the contingency upon which the presupposition of damages is based never happens, then the presupposition is no longer valid. The presupposition was that the city would lose revenue and otherwise not service its citizens if the bridge was late, but that became a non-event and an impossibility when the city failed to have a road for traffic to the bridge. See City of Boston v. New England Sales & Mfg. Corp., 386 Mass. 820, 438 N.E.2d 68 (1982).
A purchase contract by a minor is voidable despite the participation of an adult in the transaction. The participation of the boy’s aunt and grandmother in the transaction did not change the rule that contracts by a minor regarding personal property are voidable. In this case, the sale was made between the minor and the dealer, and not one of the adults. The dealer was fully aware of the minor’s age and knew of the minor’s disaffirmation rights when the sale was negotiated. The dealer would have the burden of showing that the car was a necessity but there are no facts indicating that was done.
This is a third-party contract in which the two contracting parties, the woman and the first cousin, have established in effect a right to a third party, the co-worker, to sue on the contract if the debt to the co-worker is not paid.
The power to create a contract by acceptance of an offer terminates at the time specified in the offer, or after a reasonable time if no time is specified. A reasonable time is a question of fact based on the nature of the contract proposed, the usages of business, and other circumstances surrounding the offer. There was no unreasonable delay here, i.e., a reasonable time had not yet transpired. Further, the parties understood that there would be a delay in processing the financing. The delays sustained under these facts were not unusual. D breached the contract by having others perform the work.
The Restatement Second of Contracts (1981), Sec. 60, says that when an offer prescribes the place, time or manner of acceptance this must be complied with to create a contract. However, if an offer merely suggests a permitted place, time or manner of acceptance, another method of acceptance is not precluded. Here, the mention of return mail is not stated in the kind of unconditional terminology that would indicate exclusivity. The phone number was given to him by the seller and a course of dealing using that method of communicating was established.
A promise is said to be given for moral or past consideration when the promisor’s motivation for making the promise is a past benefit he received that now gives rise to a subsisting moral, but not legal, obligation to make compensation. The general rule is that a promise to pay a debt that is based on moral obligation is unenforceable. However, there are exceptions and one of those is where a debtor reaffirms a promise to pay on a debt previously discharged in bankruptcy. That is generally treated as an enforceable promise based in effect on “moral obligation,” despite the technical absence of consideration.
Duress is pressure so strong that it prevents free action and destroys the ability to reject a contract. It must be imminent, without present means of protection and such as would operate on the mind of a person of reasonable firmness. Here, however, there is no evidence to say that the widow was particularly frail, incapacitated or otherwise lacking in enough sense to protect herself by seeking legal assistance. She had a few days to think about it and signed it thinking that she was going to restore her husband’s good name instead of being in fear of going to jail.
The ad is usually considered to be an invitation to the customer to come in and make an offer. However, in this case the terms were so specific and definitive, that it was likely to be considered a legal offer. That there must have been some kind of clerical or typographical mistake does not save the seller, because the seller bears the risk. The seller could have informed the buyer before he picked up the sweaters and brought them to ring up a sale.
Such option contracts as applied players being traded are generally enforceable and so was this one absent any facts calling it into question. Team number two was entitled to an injunction to prevent the irreparable damage it would have suffered if the injunctive relief had not been issued. Money damages would not suffice to compensate team number two for the loss of the all-star player’s highly unique and specialized services.
There were the two implied warranties in this case. Section 2-314 of the U.C.C. provides that a warranty of merchantability is implied in a contract of sale (unless excluded or modified) "if the seller is a merchant with respect to goods of that kind." Moreover, to be merchantable, the goods "must be at least such as . . . are fit for the ordinary purposes for which such goods are used. . . ." The U.C.C. does not exclude used items in either of the implied warranty sections at issue. Further, Sec. 2-315 of the U.C.C. provides that "[w]here the seller at the time of contracting has reason to know any particular purpose for which the goods are required and that the buyer is relying on the seller's skill or judgment to select or furnish suitable goods, there is unless excluded or modified under the next section an implied warranty that the goods shall be fit for such purpose."
The painter cannot collect the full amount because a party must mitigate damages when an advance repudiation is communicated. The party must prevent all “avoidable consequences” when told to cease performance in a service contract. The painter is entitled to breach of contract damages for labor, supplies and probably for loss of the expectation interest, i.e., for lost profits. Alternatively, if the owner received and enjoyed the benefits of the painter’s work, despite the order to stop, there may be a claim for unjust enrichment or restitution by the painter against the owner for the value of the work received and not compensated.
An offer that the promisor should reasonably expect to induce action or forbearance by the promisee, and which does induce such action or forbearance, is binding if injustice can be avoided only by enforcing the promise. See Restatement (2d) of Contracts 90. In order for promissory estoppel to apply there must be: 1) a clear and definite offer; 2) a reasonable expectation that the offer will induce reliance in the other party; 3) actual and reasonable reliance by the offeree; and 4) a detriment which only can be avoided by enforcement of the offer.
The letter of revocation can be effective only when received. However, an acceptance is effective when put in the mailbox so that a contract was formed on Day 3 when the letter of acceptance was posted. That is pursuant to what is typically called the “mailbox rule.” At that point, it was too late for the roofer to revoke the contract.
A party may not avoid a contract on the grounds of mutual mistake when it assumed the risk of that mistake. Winter v. Skoglund, 404 N.W.2d 786, 793 (Minn.1987) (citing Restatement (Second) of Contracts § 152 (1981)). Practically every settlement involves the element of chance as to future consequences and developments. There are usually unknown and unknowable conditions that may affect the ultimate recovery or failure of recovery. Mutual ignorance of their existence cannot constitute mutual mistake. See, for example, Sheng v. Starkey Laboratories, Inc., 117 F. 3d 1081 (8th Cir. 1997).
Generally, all oral communications are integrated into a subsequent writing and thus such extraneous material is prohibited by oral testimony to modify or change the terms of the contract. The need for the rule is not necessary after the written contract is signed. Furthermore, oral modifications to the terms of the written contract are allowed as long as the oral modifications can be proved by clear and convincing evidence.
UCC Section 2-207 provides that a definite and seasonable acceptance with new terms forms a contract unless the acceptance was made expressly conditional on the new terms. That was not the case so there was a contract formed. The additional term, however, did not automatically become a part of the contract under 2-207(2) because it materially altered the agreement. 2-207(2)(b). In most instances, an arbitration clause materially alters the contract because it prohibits the parties from using the courts to resolve their dispute. There is a related doctrine that requires acceptance of an arbitration clause to be explicit and not by implication. The parties must clear and affirmative express consent to the clause.
There appears to be the basic elements of contract formation: there is a definitive offer setting forth specific terms, and the offeree's acceptance of those terms. The other two elements, consideration and an intent to create a binding agreement are objectively seen as being present. Although a date of delivery is left out, under the circumstances where there is sufficient specificity of the other terms, the date will be deemed to take place within a “reasonable time.”
There is a duty of good faith and fair dealing attributed to each party in a contract. In this case, the reasons to cut drastically the marketing were not particularly ethical reasons. That was a violation of the publisher’s duty to act in good faith and fair dealing toward the author. See Zilg v. Prentice-Hall, Inc., 717 F.2d 671 (2d Cir.1983), cert. denied, 466 U.S. 938, 104 S.Ct. 1911, 80 L.Ed.2d 460 (1984) (publisher must make good faith initial promotional efforts notwithstanding contract clause giving it sole authority as to number of volumes printed and amount of advertising expenditures).
There was an implied condition, known to the parties through a course of dealing in the farming industry, that the amount of production could vary by natural causes. See, for example, Snipes Mountain Co. v. Benz Bros. & Co., 162 Wash. 334, 298 P. 714 (1931)
The contract in question does violate public policy, which supports marriage and contemplates certain values including to stay by one’s spouse “in sickness and in health.” In order for title of property to properly pass from one spouse to another in similar situations, it must be expressly written into a will or other document stating intent. To transfer property in this situation deeds or a will would have been appropriate.
This is a unilateral contract where the offeree accepts the offer by performing an act which indicates his or her agreement with the bargain. In this case, it’s clear that the offeror was intending to contract with anyone who was willing to perform the action requested. That’s why rules and inspections were set up. This is to be distinguished from a bilateral contract which is an exchange of promises between the parties.
The presumed intention of the parties was established by implication from the clear history of the facts. It was not essentially a meretricious undertaking, but was based founded legally on principles of contract. There was offer, acceptance and consideration. The contractual relationship was formed by contracting parties independently of any issue of whether there was a marriage. Courts don’t favor “common law” marriages but the formation of a contract is a much easier legal conclusion based on the outward manifestations and intentions of the parties.
If a person makes a gratuitous promise, and then enters upon the performance of it, he may be held to a contractual obligation under promissory estoppel. When she relied on his promise and turned the jewelry over to him, the law implied a contract. Promissory estoppel makes a promise binding where "all the other elements of a contract exist, but consideration is lacking." Dumas v. Infinity Broadcasting Corp., 416 F.3d 671, 677 (7th Cir. 2005). To establish the elements of promissory estoppel, the plaintiff must prove that (1) defendant made an unambiguous promise to plaintiff, (2) plaintiff relied on such promise, (3) plaintiff's reliance was expected and foreseeable by defendants, and (4) plaintiff relied on the promise to the plaintiff’s detriment. Newton Tractor Sales, Inc. v. Kubota Tractor Corp., 233 Ill.2d 46, 329 Ill. Dec. 322, 906 N.E.2d 520, 523-24 (2009); Wigod v. Wells Fargo Bank, NA, 673 F. 3d 547, 566 (7th Cir. 2012). Here, there has been a justifiable reliance, which induces action or forbearance, and there would be an injustice if the promise is not enforced.
The parol evidence rule prohibits oral testimony regarding material already covered in the writing. However, testimony to explain what the parties really intended, or to interpret the meaning of the writing is generally allowed.
Temporary insurance contracts are standard in the industry. Generally, an application for insurance coverage, a deposit premium receipt, and some kind of interim or conditional receipt constitutes a contract to provide temporary insurance for the period of time between the delivery of the certificate and the subsequent decision of the insurer at its home office of whether to issue the policy applied for or reject the application.
Consequential damages such as for lost profits will not be awarded if they are based on general speculation. Such losses must be specifically proved and attributed to the breaching party. However, here that proof was not submitted and in addition, people had other access through adjoining parking which made it doubtful that any possible losses were due to the paver.
An offer to award a prize in a contest will result in an enforceable unilateral contract if the offer is properly accepted by the requested performance prior to revocation. The only acceptance of the offer that is necessary is the performance of the act requested to win the prize. The contract does not fail for lack of consideration because this is nothing more than a requirement that there be a bargained for exchange. The car was to be given in exchange for the making a hole-in-one, which was adequate consideration to support the contract.
