Contracts I - Tucker_2_ by wanghonghx

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									                                   CONTRACTS OUTLINE
                                       Tucker 2003

Contract Law – interplay of economics and morality.

Purpose of Contract Law – to enforce the formation stage, when the agreement was made &
risk allocation determined. (Key point & explanation to many of out cases.

                               Economic Basis of Contract Law

I.   GENERAL
     A. Economics
        1. Concerns the efficient allocation of scarce resources
        2. Economics tells why people make K’s. If known, can facilitate the efficient
           opportunities of the market
        3. Economist want to facilitate the greatest wealth maximization
        4. Econ is about scarcity.
        5. K law focuses on wealth creation not wealth distribution.
     B. Contract
        1. The agreement itself is the contract, the writing is the memorial of the agreement.
        2. The vast majority of the contract is never written down.
        3. The Contract is not the promise alone, but the entire package of things that has to
           happen, a promise is a covenant.
        4. It usually requires the assent of more than one person.
        5. People enter into K voluntarily to maximize their own utility.
        6. Economists don’t have a utility measure so we they use wealth maximization, instead
           of maximizing utility.
     C. Economics of Contracts
        1. In a free market society we permit voluntary exchanges (What was Intent)
        2. If we permit voluntary exchanges, then resources will gravitate toward their most
           valuable uses.
        3. Value is determined by someone’s willingness to pay.
           a. Effected by the existing distribution of income & resources
           b. Allocation of resources is greatly affected by this distribution of income &
                resources.
           c. Don’t confuse FAIRNESS (equity) & LAW (justice)
                (a) Two great Angels – one on lt side one on rt side
                    (i) Michael (mercy)& Gabriel (justice) &, Gabriel was great, but Michael
                        was greater, how do you want to be judged.

     Equity                             Law
     Change in Legal Status the         Change in Legal Status the
     Judge Must Value Adequacy          Judge may not Value Adequacy of Consideration
     of Consideration                   (The parties Decide it. Judge decides the intent)
     (Specific Performance              3 kinds of Legal Remedies
     of Contract)                       1. Expectation Damages (after K, has consideration)
                                        2. Reliance Damages (out of pocket loss, relied on K)
                                        3. Restitution Damages (restore before the K,
                                                                 one party unjustly enriched)
    D. Scarcity
       1. We don’t have limitless resources. Without scarcity there would be no economics
           and the law. Our desires always out-stripe our resources
           a. Checkbook at the end of the month
               (a) Have to make choices, because of those limited resources
       2. Society has limited resources. Courts will only enforce contracts that have
           CONSIDERATION. It is a way that we (courts) deal with scarcity.
    E. Adam Smith – father of classical liberal economic thought

Before the Exchange                       After the Exchange          Increase in Wealth
(A)$100(worth to me)                      (A)$125(sold for)
(B)$125($ to spend)                       (B)$150(worth to him)
   $225                              $275                ($275-$225=+50)


II. FREE MARKET ECONOMIC ANALYSIS
    A. Basic underlying assumption of K law
    B. If voluntary exchanges are permitted, resources will go to the most valuable uses.
       1. Can’t be state ordered; gov doesn’t know most valuable uses.
       2. Result is wealth maximization (efficient, P. Superior, “made better off”).
           a. Pareto Superior – type of efficiency. At least 1 person made better off w/o
               harming another. Law should facilitate such transactions.
           b. Efficient Exchange – tutu ex; is P. Sup; benefits individuals & society. Law
               should facilitate & legally enforce such exchanges.
           c. Gov doesn’t know how to max wealth; mkt is too big & complex.
           d. Free Market Theory
               (a) Get goods to highest value user; create wealth & people believe they’re
                    better off.
               (b) Value is measured by willingness & ability to pay.

III. FREEDOM OF CONTRACT (FOC)
     A. FOC is the right to enter into or decline to enter into a K (Key Pt)
     B. Gov cannot reason through all the efficiencies of human affairs, that is why they like
        freedom of contracts, so as to not have stipulate all possibilities.
     C. Freedom of contract allows parties to create within their own standards, contracts that
        work for them and create efficiencies.
        1. “I will not buy from you unless we contract that the seller to born the cost of
            shipping” freedom of contract allows for that.
     D. The system that frees itself to not restrict freedom of contract, will create the greatest
        wealth the world has ever seen. (United States Citizens)
     E. System of contracts needed to minimize cost of production
     F. Enforceability (law sanctions reneging on a contract):
        1. Since able to rely on complex, future K’s, creates more wealth
        2. Non-instant exchanges create opportunities for exploiting other party (cheating) if
            law didn’t enforce K’s.
     G. Legal Rules – standard set of risk allocation rules.
        1. Important because of transaction cost involved in exchanges.
            a. Costs of production minimized by reducing transaction costs.
            b. If something is not in a K, must look at rules.



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          c. Rules facilitate making K’s. If essential things are present, there is a K. Rules
               guard against events unanticipated by parties.
          d. Rules should reduce costs, by standardizing the risk allocations. Make it easier
               to contract.
       2. If parties don’t like standard risk allocation rules, can contract out of them; is a form
          of efficiency. (FOC allows mkt to contract out of inefficient standard risk allocation
          rules.)
          a. Arbitration - can skip the courts all together.
          b. Some rules can be contracted out, but not all
          c. Exceptions
               (a) Fraud, extortion, coercion, duress etc
                   (i) Courts have decided that these examples really did not have freedom of
                       contract.
    H. FOC:
       1. Minimizes cost of production
       2. Allows enforcement & reliance upon K’s
       3. Reduces transaction costs
       4. Permits contracting out of inefficient rules
    I. Summary:
       1. Contract Law presents us with intertwined economic & moral issues in the market
          place & assures economic efficiency by protecting voluntary market. (All stems
          from Freedom of Contracts.
       2. Purpose of rules of law is to produce economic efficiency (FOC).
       3. Rules should reduce trans cost by providing a standard set of risk allocation rules not
          thought of or agreed to by parties.

IV. COMPLICATIONS WITH ACHIEVING EFFECIENCY
    A. Are 4 models of efficiency; can come to diff conclusions by using diff ones.
       1. Pareto Superiority – at least 1 person made better off w/o harming another.
           a. If a legal move could be made that would make at least one person better off,
               without harming anyone else, the law should make that move. (very micro-
               economic test)
           b. There is a problem: at a certain point the law after making so many moves that it
               finds itself unable to benefit anyone else without harming someone else.
           c. Cidis v. White (Contact lenses)
       2. Pareto Inferior – if at least one person is worse off.
       3. Pareto Optimal – no one can be made better off w/o harming another.
           a. If you can not make any more legal moves without harming anyone else, you
               should stop making legal moves.
       4. Kaldor-Hicks – Efficiency can be achieved if someone is hurt, as long as winners
           gain enough from legal move to compensate losers & have some left over (profit).
           Comp does not actually need to be paid; society is better off.
           a. Flaw is that comp sys is very expensive. State bears costs, which means that we
               all pay.
               (a) Transaction costs
               (b) Administrative cost (court costs)
               (c) To evaluate efficiency, must calc trans/admin cost. May be so high would
                    eat up expected profit; society’s gains can be consumed by state forces comp
                    plan (cost of lawyer). Is why we have wealth max.
           b. US v. Causby (Chicken farm and B-52 Bombers)
       5. Wealth Maximization (Advocate - Judge Posner 7th Circuit.)


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           a. A legal move should be made as long as the winners could compensate the losers
                whether or not that compensation actually occurs. This would allow for no
                transaction or admin costs.
           b. The losers are not really that happy with this plan.
           c. Fed Gov Wealth ex. – EPA imposes new pollution reduction initiative on firms.
                Co’s either can’t afford & pass cost to consumers, or eat cost & win mkt share.
                EPA doesn’t comp losers.
                (a) Primary way Gov functions when you move away from common law.
           d. Contracts are part of Common Law, so wealth max doesn’t apply. Contract
                judges use pareto superior analysis.
           e. When gov acts & doesn’t comp, it assumes that it’s eff; gov is unwilling to pay
                and it’s impossible to gauge.
           f. Free Mkt – want to get products to highest value user (willingness & ability to
                pay). If gov had show w/a o pay, many reg’s would not exist.
           g. Is weakness of Posner’s posit. If gov knew what was eff, we would be heavily
                controlled (like USSR).
           h. Lesson – be careful about displacing a sys of voluntary tran’s (FOC.
           i. Economically, things should be left to people, not gov. We are the mkt. People
                vote w/ their $; if businessman misread mkt, will get instant feedback; ensure
                mkt efficiency.
           j. Is the economic reason we have FOC and why P. Sup analysis is used.
           k. Real Problem according to Tucker: South Carolina v Lucas (land dev.)
     B. Coase Theory (Barnes pp30)
        1. It doesn’t matter who gets legal entitlement as long as there is a free market so long
           as it goes to the most valuable uses. It does not matter if the judgment is wrong,
           because if it is wrong the party that wants it more will make a deal to get it. He got a
           Noble Prize, however, there are information and transaction costs.

                                                  CASES

I.   THE ROLE OF THE PROMISE – A PATH TO THE FUTURE

II. The Bargain as a Means to Create Wealth – Explanation
    A. The bargained-for exchange that induces current performance, offers detriment, and is
       binding.
    B. Bargained for Exchange
       1. A change in legal position must occur. This change must consist of an obligation to
           perform something that one is not obligated to do, or to forbear from performing an
           act that one is legally capable of performing. In most cases the law will not examine
           whether or not these exchanges are of equal economic or social value.
    C. Offers Detriment
       1. The bargained-for exchange must offer detriment, which means that each party must
           incur a legal liability. The majority tests this by examining whether the bargained-for
           exchange is any detriment to the promisor. The minority considers benefit to the
           promisor to be adequate even if the promisee incurs no detriment. Benefit includes
           economic value, personal gratification, peace of mind, and even forbearing smoking
           or drinking.
    D. Induces Current Performance
       1. The promise must induce or ask for current performance. This excludes promises to
           make gifts, and moral or past consideration.
    E. Exceptions:


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      1. Promises of payment barred by the statute of limitations are enforced only to the
         conditions of the new promise to pay. By statute this promise is usually required to
         be in writing. It may even be implied by part payment or unqualified
         acknowledgment.
      2. Promises to perform voidable obligations by the process of ratification involving
         matters of infancy, fraud in the inducement, and statute of frauds.
      3. Express promises to pay debts discharged by bankruptcy are enforceable, but may not
         be implied and do not need to be in writing.
   F. Binding
      1. Both parties must be bound by a legal detriment or neither will be bound to the terms
         of the contract. This is known as the rule of mutuality of obligation.
   G. Consideration:
      1. A validator must be present in order to create an enforceable K.
      2. Consideration is a relationship as between two parties; it is the identification and
         redistribution of pre-contractual risks and a change in legal status.
      3. Consideration allows recovery of the expectation damages.
      4. Parties determine con. In law, judge only determines if it exists, but does not value
         its adequacy (equity court), in order to maintain freedom of K.
      5. Contract Law ensures economic efficiency by protecting voluntary exchanges.
      6. Substantive rules should provide for standardized risk allocation & therefore keep
         down K costs.
      7. Law requires con to be present, quid pro quo; something for something.

III. The Bargain as a Means to Create Wealth – (Cases)

   A. Gold v Salem (nursing home case-home wins):
      1. Older gentleman 2 mths pays $8500 to stay for life, dies before date of contract, but
         both signed and money had changed hands. (Consideration-Salem Wins)
      2. 2 Causes of action: 1. Doctrine of Frustration, (unforeseen contingency), however it
         was foreseeable that death at 84 was foreseeable. 2. Not enforce because there was
         no consideration.
      3. Contract allocates the risk of how long elderly resident will live.
      4. Enforceable K arose when con passed (when P remitted check)
      5. Consideration – is a promise that results in a change in legal status. When the
         change occurs, con has passed (something of value has been exchanged) & a binding
         K is in effect.
      6. Dissent: ct should imply the condition that P would be alive when probationary
         period ended. Was never stated by/intended by parties. (claimed con is a service)
      7. If law is to have predictability, judges can’t simply imply whatever they want. Must
         be an unstated intent of the parties.
      8. Lesson – don’t look at whether a service has been performed. Also, date of K
         doesn’t tell when a K exists. Test is “change in legal status”
      9. RULES: Date of K does not constitute consideration, but a change in legal status.
         Consideration is not a service.
         a. A life contract is not subject to rescission or cancellation. (Coyne v Pacific
              Mutual Life)
         b. It is settled that if parties have contracted with reference to contemplated risks,
              they may not invoke the doctrine of frustration. (Lloyd v Murphy)
         c. Contracts must be read in the light of the knowledge of all mankind that death
              may come tomorrow. - Doctrine of frustration.



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        10. (Court is looking at this in a much larger sense, what happens if contract was
            rescinded and all contracts they made money they would have to give back, then out
            of business and all the old folks without assets are out in the street.)

    B. Woollums v Horsley (land developer case-old man wins):
       1. The uneducated appellant of 60 years sold the mineral, gas & oil rights to his 200
          acres to appelle for 40 cents per acre. Appellee was represented by his agent who
          also received $80 for brokering the deal. Payments were to be broken up over
          several mths with $3 being pd immediately. The $ was not pd as stipulated. Nothing
          transpired for several months later when appellee demanded the deed.
       2. D (Horsley – developer) doesn’t want money damages (in law) due to breach because
          P is poor. D sued in equity for Specific Perf (convey mineral rights).
       3. In law, ct can’t value adequacy of con. In equity, ct must do so.
       4. D’s knowledge of a material fact (RR) as not dishonest, but was why ct refused to
          order equitable relief – must have “clean hands”
       5. RULE: It is a rule in equity that all the material facts must be known to both parties
          to render the agreement fair and just in all its parts; and it is against all the principle
          of equity that one party, knowing a material ingredient in an agreement, should be
          permitted to suppress it and still call for a specific performance.
       6. Fox case note (Fox is building a $100M land development):
          a. Scarcity is information! But developer not legally required to tell land owners
               anything. In law, don’t have to tell other party anything.
          b. If dev plans leak out, Fox would have to sue in equity (spec perf) because would
               never get $100M from landowner K breaches.
          c. Horsley (society loses nothing if required to share info; he’s passive – not
               bringing in the RR or building) is fundamentally econ difference from Fox (if he
               shares info, cost of dev will get so expensive, he won’t build it. Fox is active;
               investing & building. Even in equity, Fox wouldn’t have to disclose info. If he
               did, society would lose the development. Is it moral for the other citizens to gain
               financial from Fox’s risk in developing the land?)

IV. Historical of how we got to equity
    A. Ancient Anglo-Saxon Kings were the law.
    B. Why would the King want to get involved?
        1. Because we all were the Kings property. If you went and killed each other, he got
            poorer. All he really wanted a rule to help keep peace and order.
        2. Magna Carta 1215ad– Nothing to do with the common man. It gave rights to
            nobility. It was however, the beginning to start thinking about rights for common
            man. Several hundred years later created courts of Exchequer and Courts of Equity.
        3. If P brings claim for something entitled to it is Court of Law, if Claim for something
            not entitled to you go to court of Equity.
        4. 13th Amendment, bans slavery. (No private citizen has the right to force another
            citizen to force someone to do anything.) But the state can.

    C. These first cases are about the legal entitlement of when do parties have to share
       information. When will a judge have to make decisions of information (remember
       the scales) judges make fine decisions in ruling, that is why they are called judges.

    D. Whitman v Anglum (cow/milk case-milk purchaser wins):
       1. P (Whitman) entered into a 1yr milk purchasing contract with D (Anglum). 7 mths
          into contract D cows were quarantined by the Commissioner of Domestic Animals.


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         All D products an D himself were confined to the property. Shortly after the cows
         were killed.
    2.   CAUSE OF ACTION: Damages for Breach of Contract.
    3.   Court needs to decide the INTENT of the Parties. (Nothing stated in contract that
         the milk had to come from the D cows, therefore the D is making an argument on the
         IMPLIED TERMS (Argument) of the Contract rather than the EXPRESS
         TERMS. (Therefore the intent of the parties has been defeated, according to D)
    4.   Need to know the INTENT OF THE PARTIES not just one party. If the purpose
         was to sell “Betsy’s milk” then the contract would be FRUSRATED, however, that
         was not the combined INTENT. The court refuses to make the IMPLIED TERMS
         valid.
    5.   Risk being allocated was the price of milk in the future.
    6.   RULE: Contracts that are difficult or impossible to fulfill, but that are not illegal are
         still enforceable.
    7.   Excusable Non-Performance: What the D used as an excuse.
    8.   The scarcity is that no one has the specific information.

E. Hanna v Commercial Traveler’s (drowned guy in car-ins wins)
   1. An insured person, P’s husband, was last seen driving on rainy morning in 1913.
      There is a section of road that terminates in the Delaware river, where the only
      protection are some posts extending across the street. He was missing for nearly 4
      years when in 1917, while dredging the Delaware river, his car was found.
   2. CAUSE OF ACTION: To recover under a death and accident policy (Law, not
      equity)
   3. Majority said it wasn’t free to enlarge/alter K’s 10-day rule.
   4. Dissent cites Trippe, which said 10-day clause should be given “liberal &
      reasonable” interpretation.
   5. Intent was to give fair opp to investigate claims while facts still fresh. In Trippe, 2
      days over – functional purpose of clause not impaired.
   6. Majority calls Trippe dicta (not essential to holding).
   7. Dissent has correct reasoning, but majority was right in holding. Per Tucker, P
      (Hannah) shouldn’t win. The functional purpose of having the time limit was to
      allow the insurance company to investigate the claim, “the reasonableness” of it. The
      claim of drunkenness could not be proved/disproved, so 2 days during Trippe, did not
      mess up the investigation, but 4 years under water would mess up investigation.
      (doctrine of Substantial Performance).
   8. RULE: Liability can be no more extensive than the terms expressly agreed to
   9. Waiver – voluntary and relinquishing of a known right.

F. Newman & Snell’s State Bank v. Hunter (widow and note case – widow wins):
   1. Hunter (D) was the widow of Lee, D paid P (Newman) the interest earned and due
      upon the note for its surrender to her and gave P her note for the balance due. P sued
      D to recover payment.
   2. Want of Consideration: - a circumstance, in which consideration was bargained for
      but has become worthless, has ceased to exist, or has not been performed as
      promised.
   3. Intent necessary to establish Consideration, (Motive is absolutely different from
      Intent)
      a. Motive is subjective. (the WHY, the psychologist analyzes) (judge doesn’t care)
      b. Intent is objective. (the WHAT you did, actions you took) (judge cares and
          decides this) (look to pp 19 Judy v Louderman)


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       4. Paternalism – Limitations which are paternalistic are inconsistent with conceptions
          of individual autonomy (“Freedom of Contract”). A limitation on an individual’s
          freedom of contract is paternalistic if the sole justification for imposing it is to
          promote or protect the individual’s own welfare. If a particular limitation is
          imposed in order to reduce costs of the bargaining process, or protect the interests of
          third parties, it can be justified on non-paternalistic economic grounds.
          a. (Paternalism always has the result of taking the protected class out of the market.
               Why would someone want to make a deal with someone whom the ct will not
               enforce the contract)
          b. (All the female widows (Snell’s v Hunter) seem to get off, but the male widowers
               have to pay (Judy v Louderman)
          c. The law can’t go to motive & inducement. Widow was most likely trying to save
               her credit by paying husbands debt and then something else happened. Since the
               cts are paternalistic, the Banks stop dealing with widows and women after this
               slew of cases and destroyed female credit worthiness.
       5. RULE: *The cases are in a conflict on what to do, no consistent rule*

The Concept of Enforceability: The Judicial Reception of the Private Bargain

V. The Seal: Legal Consequences of a Former Age

   A. Aller v. Aller (father note to daughter case-daughter wins):
      1. The day after wife’s death, Peter for his daughters, Leonora and Angelina, for one
          half the balances due that Peter owed Mary on the note; those notes were sealed.
      2. Cause of Action: Money damages in Law.
      3. Penumbra – The implied powers of the federal gov.
      4. Want of Consideration – a circumstance, in which consideration was bargained for
          but has become worthless, has ceased to exist, or has not been performed as
          promised.
      5. Nudum Pactum - a voluntary promise, without any other consideration than mere
          goodwill, or natural affection
      6. Legislation thinks the Document of Consideration is more economically viable
          than the Seal. Whereas the Judge like the Seal because it was easy.
      7. Legislation came back and says “all distinctions between sealed and unsealed
          instruments are abolished” so as to not allow any judicial wiggle room.
      8. *Seal does not really exist any more.

VI. Consideration: The Surprising Source of Animation

   A. Hamer v. Sidway (uncle/nephew no drinking case-nephew/assignee wins):
      1. Story (D) agreed with his nephew William (P) that if P would refrain from drinking,
         using tobacco, swearing, and playing cards or billiards for money until he became 21,
         D would pay him $5,000.
      2. CAUSE OF ACTION: This was an action for damages (LAW) for a breach of
         contact against the estate of William Story, $5000 + interest accrued since 1875.
      3. The court will not look at benefit to the promisor but the detriment to the promisee.
      4. Gift Intent: There must be intent to presently pass title. This is usually inferred from
         delivery. Note: Delivery and intent are two separate elements. It is the objective
         aspects of delivery that confirm or infer the intent to presently pass title.




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           5. Assignee – An assignee in fact is one to whom an assignment has been made in fact
              by the party having the right. An assignee in law is one in whom the law vest's the
              right, as an executor or administrator.
           6. Consideration either exists or it doesn’t, do not use the term “real consideration”
           7. Value Consideration – it is whether the parties legally valued the consideration.
              (Legal Value not economic Value)
              a. Economic Value – (Cts don’t care)
              b. Legal Value – “change in legal status”
              c. Illusory Promise – If, at the formation stage, one of the parties does not incur
                  legal detriment because he retains an unfettered election to perform or not, his
                  promise is “illusory”. (The promisor did not undertake any obligation at all.)

VII.       The “Value” Element of Valuable Consideration

       A. Walton Water v. Village of Walton (free water case-village wins at supreme):
          1. See Walton attachment

       B. Schumm V. Berg (illegitimate child with movie star case - ):
          1. Schumm has a sex with Berry and gets pregnant. In a effort to not have a paternity
             test he agrees to several monetary things for his child. One was to have his name be
             part of the offspring.
          2. CAUSE OF ACTION: *(Case in LAW, 3rd party beneficiary (Kay Whyner is
             guardian Ad Litem) Suing estate of Wallace Beery for damages of $104,135 for an
             unfulfilled contract.
          3. RISK: Beery believes $ is cheaper to give than would loose in public appeal.
             Schumm believes that she can get more $ upfront than in court.
          4. Gloria’s promise to name P after Beery was adequate consideration to support the
             contract. It was a detriment to Gloria, and a benefit to Beery. The Privilege of
             naming a child is valid consideration. (The lower ct “valued consideration” when
             they could not in a LEGAL CASE)
          5. The Ct says that the right and obligation to support the child is for both the mother
             and the father. If she did bring action and he did not pay she would have to bear it,
             however if she obtains relief she is relieved from that burden. HENCE,* in agreeing
             to refrain from suing she is thereby suffering a detriment.
          6. “But for”, part of duress may be made. Likely Beery would not have paid all that
             money but for the threat of paternity testing. (Again it does not matter, because the
             threat was not wrongful)
          7. When courts value consideration they usually don’t do a very good job.

       C. Walters v. Calderon (upper/lower ranch case):

       D. White Ex. of John Bluett v. William Bluett (ungrateful son case):
          1. William (D) owed some money to his father as the father had some note. Son
             complained to father that he was getting a smaller share of wealth than his other
             children. Father finally agrees and offers to release him from debt if he refrains from
             saying those things.
          2. Executor argues no Consideration. Court 2-2 Split and Chief Baron rules for (P)
          3. Intent and motivation are different. Court looks at Intent. One can’t be motivated to
             exchange $10 for a $60,000 not, but may intend to. (Walters)
          4. Legal Value is Different from Economic Value. No economic sense exchanging
             $10 for $60k, but effects change in legal status, so is legally valuable.


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    5. FOC – in a free society a person can do what ever, unless the state removes that right.
        Pollock’s argument is structured poorly, “the son has no rights to complain” is just
        not valid. *Sure the son has a right to complain. (Treats it like love an affection)
    6. Father kept the note, to shut him up. How do we prevent it. If son gave $1 for
        consideration. Would have been a peppercorn.
    7. What would make the $1 not good consideration?
        a. Parties need to objectively intend to change a peppercorn for a black acre.
    8. Objective intent – transaction has to be structured in such a way that when the ct
        looks at it, the court can say that you intended to structure it so to make it legally
        enforceable.
    9. Tucker believes it wrong to question nominal consideration b/c it has the net effect of
        dealing people out of the marketplace – will disenfranchise significant section of the
        market.
    10. Motive is subjective. (the WHY, the psychologist analyzes) (judge doesn’t care)
    11. Intent is objective. (the WHAT you did, actions you took) (judge cares and decides
        this) (look to pp 19 Judy v Louderman)
    12. Nominal Consideration cases give something that is real and tangible. Nominal
        consideration will make options and guarantees valid if they are contracts in writing.
        As for other transactions, nominal consideration will not make a donative promise
        valid nor allow the enforcement of any bargain which lacks the substance of a
        bargain.
    13. *§ 77, 81 (pp 181) in Restatement –

E. Next cases are different:
   1. FOC ensures efficiency by allowing parties to contract out rules; if don’t want a rule
      to apply to a transaction, get rid of it.
   2. Parties can mandate using economic v. legal value if they want. This is what happens
      in next cases.
      a. 1st type (Union) – agreement itself requires ct to make econ valuation.
      b. 2nd type (McGilvra) – step away from K law & look at torts. No FOC (voluntary
           exchange); don’t willingly enter into a tort. Valuation is set by ct; not intent by
           parties to value it.
   3. In all the next few cases, ct values things. How does this contrast to normal rule that
      doesn’t allow cts to value things (consideration). Is it a better way? Should we value
      in all cases; make them all equitable?

F. Union Tank Car Co. v. Louisiana Oil: (value/depreciation case):
   1. Parties disagree on value of prop – at trial, P claims $44k, D asserts prop worth $0 (D
      changes amt to $2200) on appeal.
   2. K says must be valued economically.
   3. Appeals Ct – 2 very diff ways (econ tests) to value prop:
      a. Value in Use – “utility” what can the owner use the property for
      b. Value in Exchange – “market value” what would other people pay
   4. Ct must also consider:
      a. Depreciation: decrease in value (orig cost) caused by wear & tear
      b. Obsolescence: decrease in value caused by mkt changes brought about by
          improved technology.
   5. K is badly drafted and does not say which value test to use.
      a. For P to win, must get ct to use value in use; D can still use cars to generate
          income.



                                                                                           10
             b. For D to win, ct must use value in exchange; no one is buying the cars, so they’re
                 worthless.
        6.   When there is no ambiguity in the K, “the contract is the law of the parties” Larguier
             v. White. (However we look to the intent not “grammer”) pp 78
        7.   P drafted the K, it was unclear whether they wanted to use Market v. Use Value.
        8.   § 206 – Interpretation Against the Draftsman
             a. In choosing the reasonable meaning of a promise or agreement or a term thereof,
                 that meaning is generally preferred which operates against the party who supplies
                 the words or from whom a writing otherwise proceeds.
                 (a) “If you wrote it and there are ambiguities in the K then the court will rule
                      against you.” (It is a rule of thumb that we can go with or against)
        9.   The court uses a Functional Analysis, instead of Black Letter Law. Does a good job
             of functional purpose to define Intent.
             a. P orig pd D $1M for cars using value in exch (mkt value)
             b. Risk allocation – obsolescence of cars. D sold to P while they were still worth
                 something. P (owner) bore risk of obsol., not D (renter).
                 (a) The owner takes on absolute risk of obsolescence whereas the renter takes on
                      none of them.
                 (b) He pd you $1,000,000 to remove himself from the obsolescence of
                      ownership.

    G. Notes: In torts, ct must set value; is very difficult.
       1. If don’t use value in exchange (mkt value), are just guessing.
       2. Owner’s value, extrinsic value & other “values in use” (non-mkt values) are
          arbitrary/capricious. Is a problem in torts (value of a leg?)
       3. In K-law, ct doesn’t assess value because parties do so. “With adequacy of
          consideration, we (the ct) are not concerned”

    H. McGilva v. Minneapolis, St. Paul RR (burning hay case):
       1. Tort action – P wants value of lost hay grown (not bought).
       2. Issue – Judge’s jury instructions; use exchange (mkt) value if mkt nearby & price is
          fair.
       3. D – too speculative. Should use mkts in nearby towns.
       4. Ct – don’t have to use nearby mkts because farmers only sell hay under exceptional
          circumstances (surplus). Buying & selling occurred so infrequently, can’t set a mkt
          price.
       5. This is why K-law (Doctrine of Consideration) avoids setting a value.

VIII.   The Fate of A Promise Wanting in Valuable Consideration

    A. Philans v. Van Mierop (between merchants no con needed case):
       1. Merchant convinces P to loan him money in return for a (LOC) Letter of Credit,
           Guarantee that White will pay and if not we Δ will pay. Later White failed
           (bankrupt) and could not pay P so then Π asks Van Mierop to pay and Δ would not
           honor. (P wins on appeal)
       2. Case is between merchants; con is not required because.
           a. Parties are professional traders/businesses
           b. Is evidence in the writings (LOC)
       3. Professor Fuller 3 Formalities.
           a. Evidentiary Function – Is there evidence, “a letter”



                                                                                                11
       b. Cautionary Function – Was there a cautionary function – “was not a quick
           decision”
       c. Channeling Function – Is there a channeling function “mercantile function”
           (a) not enough judicial resources to hear all cases.
    4. Don’t enforce all promises. Law tries to channel resources to where there is an actual
       exchange (valuable consideration)
    5. Mercantile transaction (exception rule), doesn’t apply to laymen; exception for
       merchants exits because they’re professionals.
    6. Prof Notes:
       a. Lower ct –applies black letter of law mechanically (mechanical jurisprudence);
           rules decide case. Trial ct rules nudum pactum and won’t honor.
       b. Mansfield – asks “what is the purpose or principle behind the rule?”
           (jurisprudence) Best judges do this.
           (a) + Will apply the rule implement or defeat the reason for its existence.
           (b) + If reason rule was created would not be served by applying it, make and
                exception
       c. Here, all 3 formalities are present; is no reason to let D (bank) walk away from
           its LOC.
       d. Must be just in bringing about a just result (bridge metaphor)
           (a) Can we legally build a bridge to from A to B?
           (b) Bank was clearly the bad guy; knew other would rely on their LOC. Bank
                broke their word.
           (c) Lower ct couldn’t find a bridge to legally get to B.
           (d) Easy to know the just (moral) result, but can we get there legally?

B. Rann v. Hughes (family version of Pillans):
   1. Isabella Hughes (D)-(J. Hughes Administratrix) Promises debt of J Hughes to
      Rann (P)-(M. Hughes Administratrix) Isabella later refuses & Rann sues for $.
      a. Executor – appointed by decedent
      b. Administrator – appointed by the ct
      c. Bonis propriis - if a executor/administrator pays a claim out of a estate that
           he/she is not allowed, the heirs can sue them personally.
   2. KB relies on Pillans. Is why House of Lords takes the case; doesn’t normally.
      a. Reverses KB & wipes Pillans off the books – no con, not enforceable.
      b. Could have just reversed Rann because it was between family members, not
           merchants (KB misapplied Pillans)
      c. Chose to wipe Pillans off books after 13 years because it was dangerous – cts
           misapplying it.
      d. House was worried about the consistency & predictability of the rule; merchants
           exception had swallowed the rule.
      e. By eliminating Pillans, get consistency but may loose some justice
   3. Choice – try to get just results in as many cases as possible or recognize limitation of
      people (etc judges trying to apply rules/exceptions) & try for consistency (which mkt
      needs) but loose justice.
   4. Today, Pillans is in UCC; common law couldn’t make work.

C. Mills v. Wyman (dying son case):
   1. Levi Wyman was 25 and on a return voyage from sea and was helped by Mills (P).
       Levi died. Wyman (D), Levi's father, then wrote a letter to P to pay all the expenses
       for the care of his son. (D wins on appeal)
       A. No legal consideration, but D had a moral obligation.


                                                                                            12
          B. Must be a contemporaneous exchange; past consideration not allowed.
          C. D’s promise was made after actions that benefited son occurred.
    2.    Exceptions to Rule of Consideration: (purple book pp 51 Fuller)
          A. Debts barred by the Statute of Limitation
          B. Debts incurred by Infants/Minors
          C. Debts of Bankruptcy
    3.    In all the exceptions there was at one time consideration, (antecedent or impaired
          Consideration) But with Moral Consideration there never was consideration
    4.    Court would be violating rule of Consideration in ruling for P. (want to though)
    5.    What is dangerous about ruling for Morality?
          A. Same as Rann, to dangerous, would be on a slippery slope, we would loose
               predictability and consistency. Therefore we will have to leave up to the inner
               self, but can not find a way to get there in law.
    6.    To preserve general rules, will have some injustices. But have to protect the rule.
    7.    Implication: – an unstated intention of the parties
    8.    Constructive: - something not intended by the parties but created by the courts.
    9.    *We want cts to avoid coming in (ex post) after the fact and assigning consideration
          to things that have already transpired. (General Rule: no “past” consideration.)
    10.   Fuller – moral obligation (ought) that is widely accepted in society/cts and a
          voluntary promise should be sufficient for liability; if have both, won’t be on slippery
          slope.
    11.   Fuller is minority view. Mills is a majority.
    12.   pp 589 last paragraph (Cordozo)

Did other Courts Recognize Mills?
D. Ferguson:
    1. Rejected Mills because its rule (moral ob not con) was not very credible to the
        Common Law. Are many exceptions to rule (eg bankruptcy)
    2. Prof – problem is past consideration (no contemporaneous exchange)
    3. Court – moral obligation + promise is enough to have exception to consideration.
E. Webb: (Falling logs, McGowin dies & executor refuses to pay (Bonis propriis)
    1. Rule of past consideration – no on for M’s promise; was made after M received
        benefit.
    2. Same problem as in Mills. But, ct distinguishes Webb fm Mills based on “material
        benefit”
    3. Ct constructs an implied promise – I’ll save your life if you promise to pay me for
        life.
    4. Ct – M would agree because it’s a direct material benefit to him; would have
        promised in exchange for benefit.
    5. Ct – is more than just a moral ob; no slippery slope. Ct is creating a channeling
        function – create exception [that won’t swallow rule]
    6. But is there a diff between Mills & Webb? Mills ct could have constructed an
        implied promise based on material benefit, too – I’ll take care of your son if you
        promise to pay me the costs. Cons is jus as past in both case! Should imply or not in
        both. (Tucker has a hard time reconciling the differences between Mills and Webb.
        Feels that there is a lack of imagination if finding the bridge.)
    7. Posner – interdependent benefits: I benefit by benefiting others.
    8. Would have to believe people (parents) are dirt bags in Mills to distinguish the cases.
        Webb – estate has moral, not legal obligation because the rule of past con.
    9. In law, moral obligation is not binding. Must ask if there was consideration.



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F. Fischer v. Union Trust Co. (incompetent daughter case):
   1. Fisher Sr. deeded property to his incompetent daughter in front of the entire family.
       Brother gives Bertha a $1 to trade for the deed. Dad dies without paying off
       mortgages, bank forecloses and kicks Bertha out.
   2. Court doesn’t believe he was motivated by the $1 to exchange the property (Not his
       Motive)
   3. Important Points:
   4. Only unexecuted gifts are unenforceable.
   5. Consideration deals w/ future (unexecuted) promises.
   6. Ct uses phrase “real intent” – is looking at Dad’s subjective intent.
   7. Can determine intent in K’s 2 ways.
       a. Objectively “Intent” – what you say & do (words, deeds, actions)
       b. Subjectively “Motive” - (Courts are not suppose to look at motive)
   8. To determine if a K is valid (was intent) judges look at evidence of the promise in 3
       legal formalities. Then see if we can find consideration.
       a. Evidentiary – Yes, group ceremony.
       b. Cautionary – Yes, deed.
       c. Channeling – Yes, parties took time to structure the event as an exchange
           through $1 transfer. (Seal Consideration)
           (a) (Channeling relates to scarcity, law has limited resources and can only hear
                cases which are enforceable.
   9. The only way the law can determine objective intent is to look at the 3 functions.
   10. Through words, deeds & actions, Dad intended the agreement to be binding.
   11. §81. Consideration as Motive or Inducing Cause
       a. The fact that what is bargained for does not of itself induce the making of a
           promise does not prevent it from being consideration for the promise.

G. Dale System v. American Fixture (security co. case):
   1. P is a private investigation firm. D contracted with P for service to be determined at
      a date of their choosing.
   2. K with no start date is Illusory.
   3. D had a rational reason for not including start date.
   4. Ct – is a condition precedent; ct can’t rewrite K.
   5. Holmes – ct can imply anything it wants in a condition.
   6. Judge – duty is to find intent of parties when not written.
   7. P – ct should imply that a condition was met.
   8. But, ct refuses to look to IMPLIED INTENT that D (store) give notice in a
      reasonable time (when D had hired most employees – seasonable business).
   9. Dale had a detriment of an “obligation” to supply an under-cover operative when
      ever D wanted, and D had the benefit of having the operative when ever requested.
      The court should have seen this change in legal status

H. De Cicco v. Schweizer (engagement case):
   1. Schweizer (D) made an agreement with his daughter and her fiancé, the Count
      Oberto Gullintelli, to pay an annual sum if they kept their promise to marry. The sum
      was to be $2,500 per annum for her lifetime.
   2. A promise by two parties to a contract made to a third person not to rescind that
      contract has valid consideration if the two parties are free to abandon the contract.
   3. Because both the daughter and the Count were free to postpone the marriage or
      terminate their relationship, there is valid consideration.



                                                                                          14
     4. Bilateral: Two promises are given. A bilateral contract is a contract that has two parts
         or involves two parties. (A says to B if you “promise” to attend all the home games I
         will pay you $500) (looking for a return promise)
     5. Unilateral: Only one promise is given. One party is not looking for a return promise,
         but a return ACT. (A says to B if you go to all the home games I will pay you $500,
         only way to accept is to attend all home games, not just by saying yes I accept)
     6. The obstacle to overcome for the court: *Pre-existing Legal Duty – (Cop, doughnut,
         mugging & $1000 ex)
     7. Back then marriage was part of K law. Look to Bible for examples. Therefore an
         engagement to be married is a K, not like today, and one party could sue the other for
         damages if broke off.
     8. Father has some doubt that the Count was going to call it off.
     9. “In consideration for $2500 you will marry my daughter” After 10 years dad gets
         tired of paying and says there is no consideration, and they were already engaged and
         there was a pre-existing legal duty for them to get married. (It was really a “gift”,
         since there was no consideration)
         a. A---------B (already K with each other, new inducement won’t be valid)
         b. C---------A (to induce performance to B) (No - already obligated)
         c. C---------A & B (Both have the opportunity to break, then valid)
              (a) (They changed their legal status by giving up their ability to modify the
                  engagement)
         d. If the formation was 4 days earlier (bilateral), but if unilateral, the act of the
              marriage, Blanch must know about new K (Walters v. Calderon) and must agree
              to give up her right to call it off. Cardozo says that off coarse she knew about it,
              he implied it. pp115)
     10. Normative:
         a. Is it reasonable? It was a Unilateral (promise don’t mean squat, the ACT is what
              counts, the only reason for K2 is because he doubts Counts promise, there was no
              reason to hide this from Blanch, so she new and BAM good K)
     11. **This case pulled together all the rules we have learned so far.** Cardozo will
         make any implications he needs to punish the transgressor.
         a. Cardozo could have made implication to bind Dad whether K was bilateral or
              unilateral (juris not mech juris)

I.   Wood v. Lucy, Lady Duff-Gordon (Clothing case):
     1. Lucy “recognized authority on female garments” (D) gave Wood (P) an exclusive
        right to endorse designs with her name and to market and license all of her designs.
     2. Consideration is any change in position; the use of best efforts would be a
        change in position.
     3. Demurrer: A motion that takes objection or exception to a complaint as a matter of
        law. Under a demurrer even if the statements of the opposition are taken as true, there
        cannot be any relief granted by the court.
     4. Her argument is Mutuality of Obligation - Both parties must be bound by a legal
        detriment or neither will be bound to the terms and conditions of the contract. She
        further states that in the agreement he does not state that he will go out and market it.
     5. Express Language – not mentioned, however in the implied sense it was.
     6. She claims he made an Illusory Promise because it lacks mutuality of obligation.
     7. Cardozo says that yes it is not in the written K, but “we think, however, that such a
        promise is fairly to be implied. The law has outgrown its primitive state of
        formalism when the precise word was the sovereign talisman, and every slip was
        fatal.”


                                                                                               15
       8. The court wants to reduce the transaction costs. Don’t have to think of every
           possible outcome, it is not rational. Can it be rationally implied that it was the
           original UNSTATED INTENT of the parties.
       9. $64K Question (Fundamental Issue) – When & on what basis can you make
           implications [Homes & Cardozo differ]
       10. UCC - §2 306 (pp37 green book) - Use his “Best Efforts” or “Reasonable Efforts”
           even if not stated.
       11. Have created a statute like Cardozo’s ruling because many judges wouldn’t apply the
           rule (mech juris, hurts the common law) so Congress legislated it.
       12. In “Dale Systems” the court refused to imply a start date. Would every court rule this
           way? No (Other courts especially one with Cardozo would have ruled different)

   J. Welsh v. Barnes-Duluth Shipbuilding Co. (Pd Salary & Dismissal Case):
      1. Co’s promise of employment (no stated period) illusory – no con.
      2. After K, co employed P just long enough to get $1650 worth of work from him.
      3. Judge seemed to confuse:
         a. Want of Consideration: where consideration that was bargained for has
              become worthless, has ceased to exist, or has not been performed.
         b. Want of Mutuality – (Mutuality of a K) means an obligation on each to do, or
              permit to be done, something in consideration of the act or promise of the other.
         c. Consideration Mutuality of Obligation - Both parties must be bound by a legal
              detriment or neither will be bound to the terms and conditions of the contract.
      4. Executory Contract – K w/ some performance remaining to be accomplished.
      5. Π claims the contract was Illusory, does the court agree that as an executory K it was
         Illusory. (yes) However, as an executed K cured it.
      6. RULE of CASE: *Full performance of an executory contract fills the lack of
         consideration.
      7. pp 126 dicta “partial or full performance is ok” in Brack v. Brack, not holding in
         Welsh though.

   K. Bernstein v. W.B. Manufacturing Co. (Shirt Order Case):
      1. D cancels K & asserts no mutuality of obligation (con). P sues.
      2. P argues that even though it was Illusory, he performed “partial” performance
      3. The court finds that only FULL PERFORMANCE will cure a lack of
         consideration in an Illusory Promise.
      4. pp 129 the ct Declared: an inaccuracy occurs here. “They cite Welsh as a partial
         performance case when it was a full performance case”
      5. Lesson – don’t take opponents cites at face value.
      6. Look to §79 Mutuality of Consideration; Mutuality of Obligation. The validator
         is Consideration not Mutuality of Obligation.
      7. There are cases where there is no Mutuality of Obligation and enforceable. (ex Cidis
         v. White – Contracting with minors makes K voidable at minor’s option; only 1 party
         (adult) is bound.)
      8. Key to all cases – Only relevant question is whether con has been offered by both
         contracting parties.




Transition: (May want to add more from casenotes)
1. What is the appropriate use of rules?


                                                                                              16
     A. Principle = an enduring truth that derives/creates precedent.
     B. Policy = entirely situational.
2.   CL is not created, it is discovered. (Kube book example, did the judge create a right or did he
     just discover her property interest in the book. This is a Principle. Policies are conveniences
     to the State. State offers a tax break to defense contractors and then later on repeals it - the
     statute was based on policy not a pre-existing principle)
3.   Bible for the most part is based on Principles, however there are policies. You might not
     have to sacrifice in the Temple, but the principle behind it may still stand.
4.   If the principle is not at stake in the case, but the rule is not met but still should apply. A
     good judge will make an exception or will change the rule. Cardozo is very sensitive to
     situation to that. Other judges only know the rule.
5.   Earlier: “I will give you $500 if you climb up and get me that flag.” (Unilateral K)
6.   Later: “When flags are worth only $300…”
7.   Under “rule” the person would be allowed to revoke.
          i. Morality – he had an obligation because she relied on the promise
          ii. Efficiency – hurts efficiency because people would be wary to enter in.
8.   (He sees the useful phraseology of Unilateral v. Bilateral, to do so is to only do Mechanical
     Jurisprudence or Black Letter Law ruling.)

9. §1-103 – Supplementary General Principles of Law Applicable
    A. UCC has the effect of Precedent (adopted by 49 states)
    B. Exists because there are some dumb judges out there. The code by statute now tells them
        what we should do.
10. All K have a duty of good faith, but not all judges can see it or accept it.
11. §1-203 Obligation of Good Faith
    A. Every K or duty within this Act imposes an obligation or good faith in its performance or
        enforcement.
12. Adam Smith feels his crowning achievement was “The Theory of Moral Sentiments” and
    wrote “Wealth of Nations” to prove that his theory would work in the real world.
13. Prof feels that it is a sham that a statute has to tell a judge to use good faith.
14. §2-206 Offer and Acceptance in Formation of Contract
15. §2-306 Output, Requirements and Exclusive Dealings
16. §1-204 Time; Reasonable Time; “Seasonably”
17. §2-309(1)
18. §2-204
19. §2-305
20. The only time the UCC will let a K fail for not expressly stating something is when there is
    no quantity mentioned in the K.
21. Restatement 2d § 45 (UCC does not use the word bilateral & unilateral)

(K law is the way in which one barters and sells all the other rights the law gives you.)




UCC: (May want to add more from casenotes)
1. Refusal to use the phraseology of bi & unilateral
2. By Statute: Only applies when there is a sale of goods.
3. What do we do when it applies to a service?
4. What do you do if you have a case in which the UCC does not apply?
   A. #1 – Judge can apply UCC by analogy, however, it is unlikely.


                                                                                                  17
    B. #2 – the restatement applies to all CL and is suggesting without using the phraseology.
       i. However, it is just secondary authority and does not bind the judge.
    C. #3 – Avoids the effects of an illusory promise by treating the express language of
       condition attached to the promise as implied language of promise. (In effect turning the
       unilateral contract into a bilateral contract by construction)
       i. Used for a stubborn judge that won’t look at anything else and is completely rule
           laden.
       ii. *Real Estate Example*
           a. Open – any broker can sell it (1st broker that sells it gets $)
           b. Exclusive – only that broker can get the $
           c. The owner lists an exclusive listing to sell
               (a) The owner is looking for the ACT. They have to bring in a buyer and good
                    be considered a unilateral K.
               (b) Neighbor comes over and wants to buy, so Owner calls broker and revokes
                    K. The owner will state that mutuality of obligation exists because you have
                    not fully performed. (Some cts have protected the broker, and have inferred
                    the brokers “best efforts” and by the Owners willingness to pay)
                    (i) *Good Lawyers are very good at bridge building*

IX. Promissory Estoppel – occurs when there is no consideration
       1. A promise when the promisor should reasonably expect to induce action or
           forbearance of a definite and substantial character or part of promise and is binding if
           injustice can be avoided by enforcing.
    B. Law creates a substitute for consideration
    C. Based on foreseeable detrimental reliance
    D. *Promissory Estoppel - A promise on which the promisor should reasonably expect to
       induce action or forbearance by the promisee or third person is enforceable at law even if
       the promise was made without consideration. This is a consideration substitute.
    E. Under Restatement 2nd Section 90, substantial reliance is no longer required and
       enforcement of the promise is limited to the extent of the reliance.
    F. Consideration is legal remedy; promissory estoppel is not equity, but not rights of
       consideration so limit expectation damages. Best you get is reliance damages (may not
       get all of reliance damage, up to the judge)

    G. Fried v. Fisher (Flower Shop Case):
       1. Ct-was foreseeable that he would move & start a new business.
       2. Is diff from con; turns on reliance
       3. Damages
           a. Con cases – expectation damages (profit had K been completed)
           b. Reliance damages – bring to status quo had K never bee done
               (a) Eg. out of pocket expenses
               (b) Limited remedy – judge had much discretion
       4. *There was no consideration and was a nudum pactum k. The court says so what.
       5. There was Promissory Estoppel - because D relied on the announcement by P of the
           intended abandonment of his right to enforce Fisher’s liability for the rent, know that
           such announcement would be relied upon by him to the extent of his embarking on a
           new business venture.
       6. *Court goes back to PILANS. House of Lords overruled that in Rann. How can they
           use it. It is persuasive not mandatory and they can use whatever they want. In there
           mind Pilans had it right and Rann had it wrong.
       7. *Court looks at the 1st restatement (132)


                                                                                                18
            a. R2K §90
               (a) Judge does not have to enforce the promise entirely, rarely is it as good or
                   high as consideration.
        8.
        9. Rule: An estoppel might arise from the making of a promise, even without
            consideration if it was intended that the promise be relied upon and in fact it was
            relied upon, and a refusal to enforce it would be virtually to sanction the perpetration
            of fraud or result in other injustice.
        10. Langer v. Superior – person retires, promises annuity for life if he does not go to
            work for another firm, he does, $ stops after 4 years. He wins because he was
            induced by the promise not to seek other employment.

     H. Allegheny College v. National Chautauqua County Bank of Jamestown

Chapter II. The Parameters of an Acceptable Socio Economic Relationship

I.  Where the Social Treat is the End to Be Accomplished
    A. McGinley v. Cleary
    B. Scheneck v. Hirshfield
    C. Lachman v. Sperry-Sun Well Surveying Co.
    D. Weaver v. American Oil
    E. American Home Improvement v. MacIver
II. Where the End is Permissible, the Means are Offensive
    A. Rood v. Midwest
    B. Lewis v. Foy
    C. Anders v. Tri-State Home Improvement
    D. Scheinberg v. Scheinberg
    E. Johnson, Drake & Piper, Inc. v. United States
    F. Noban v. Shoup
    G. Jackson v. Seymour
    H. Wagbo v. Smiseth
    I. Odorizzi v. Blomfield Schoold District
    J. Williams v. Walker-Thomas Furnitur Co.
    K. Capitol Furniture & Appliance Co. v. Morris
    L. Neal v. Lacob
    M. O’Callaghan v. Waller & Beckwith Reality Co.




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