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					CHAPTER 1: Bases for Enforcing Promises (1)

   1. Enforceable Promises: An Introduction (1)
                i. Hawkins v. McGee (2)
                       1. Doctor’s promise to fix a hand is enforceable because it
                           was made in an attempt to solicit services.
               ii. Bayliner Marine Corp. v. Crow (4)
                       1. Boat maker and seller did not make an enforceable
                           promise/warranty via prop matrices and brochure
                           because neither spoke of the specific boat.
                               a. Warranty – UCC § 2-313 – Is created if a fact or
                                   promise is presented that becomes the basis for
                                   sale, p. 247.
   2. Remedying Breach (8)
         a. The primary purpose for remedying a breach of contract is to receive
            the benefit of the bargain, the expectation interest.
                i. United States Naval Institute v. Charter Communications,
                   Inc. (9)
                       1. The Navy sued for B/K for the early release of the
                           paperback version of the Hunt for Red October.
                           Damages were determined by estimating the loss in
                           sales. No punitive damages are appropriate for B/K.
         b. The Purpose of Remedies: Three Protected Interests (13)
                i. Sullivan v. O’Connor (14)
                       1. A doctor botched a nose job. He was liable for reliance
                           interest but not expectation interest (§ 344), which is
                           best left to business situations (since it is very hard to
                           calculate in instances like this).
         c. The Economics of Remedies: An Introductory Note (20)
         d. Punitive Damages (23)
                i. White v. Benkowski (23)
                       1. Neighbors had a contract to share water. In anger, one
                           shut the other’s water off. There was a B/K and
                           compensatory damages for the cost of the water and the
                           time without water were conferred, but NO punitive
                           damages for B/K.
         e. Remedies in Practice (27)
   3. Consideration as a Basis for Enforcement (29)
         a. Restatement § 71. Requirement of Exchange; Types of Exchange
                i. To constitute consideration, a performance or a return promise
                   must be bargained for.
               ii. A performance or return promise is bargained for if it is sought
                   by the promisor in exchange for his promise and is given by the
                   promisee in exchange for that promise.
              iii. The performance may consist of
                       1. An act other than a promise, or
             2. A forbearance, or
             3. The creation, modification, or destruction of a legal
     iv. The performance or return promise may be given to the
          promisor or to some other person. It may be given by the
          promisee or some other person.
b. Not Good Enough Things:
       i. A preexisting duty,
      ii. An illusory promise, or
     iii. A bad faith assertion of an invalid claim.
c. Fundamentals of Consideration (29)
       i. Typical Categories of Agreement (32)
      ii. Family Contracts (33)
             1. Hamer v. Sidway (34)
                      a. An uncle promised his nephew money if he did
                         not drink, smoke, or gamble until he was 21.
                         This was a valid contract because there was
                         consideration in the forbearance of a legal right.
     iii. Gratuitous Promises (39)
             1. Fiege v. Boehm (40)
                      a. Fiege promised to pay for Boehm’s medical bills
                         from a pregnancy they believed was theirs in
                         exchange for Boehm not filing bastardy charges
                         against Fiege. The baby wasn’t Fiege’s but there
                         was consideration because although the claim
                         was invalid it was bona fide.
d. The Requirement of Exchange: Action in the Past (46)
             1. Feinberg v. Pfeiffer Co. (46)
                      a. Company promised to pay $200 for life after
                         Feinberg stopped working. There was no
                         enforceable promise because there was nothing
                         sought in exchange.
      ii. Moral Obligation (50)
             1. Mills v. Wyman (50)
                      a. A man’s son died on a ship. Before his death,
                         Mills took care of him. Wyman promised to pay
                         but didn’t. The promise was unenforceable
                         because past expenses are not sufficient for a
                         current bargain.
             2. Webb v. McGowin (52)
                      a. Webb severely injured himself in order to save
                         McGowin from a giant falling block. McGowin
                         promised to pay him for the rest of his life. The
                         promise was enforced because McGowin was
                         paying for services he received. (This is not
                       generally applicable, but only to similar
e. The Requirement of Bargain (56)
             1. Kirksey v. Kirksey (56)
                   a. The brother in law of a widow promised to give
                       the widow and her family a place to stay and
                       land to use if she would move in with him 60
                       miles from her home. There was no
                       consideration and the promise was a gratuity
                       (the court would not find this way today).
      ii. Employment Agreements (58)
             1. Lake Land Employment Group of Akron, LLC v.
                Columber (58)
                   a. Columber signed a non compete agreement
                       during his decade long at will employment with
                       Lake Land. Nothing specific was given for this
                       agreement. It is enforceable because Columber
                       was given continued employment in exchange.
                       (This is not consistent with other case law
     iii. Employee Handbooks (64)
     iv. Rewards (66)
f. Promises as Consideration (67)
       i. What Constitutes a Promise? (69)
             1. Strong v. Sheffield (69)
                   a. An uncle has his niece sign a promissory note for
                       a debt between him and her husband. It is not
                       enforceable because it is illusory on his part. He
                       promised not to sell until he wanted the money.
      ii. Contracts for the Sale of Real Estate (72)
             1. Mattei v. Hopper (72)
                   a. Hopper promised to sell property subject to the
                       buyer seeing satisfactory leases of future tenants
                       of a shopping center to be built. Hopper broke
                       the contract. He claimed that Mattei had made
                       an illusory promise. He hadn’t. His use of the
                       word satisfactory was clear AND Hopper
     iii. Contracts for the Sale of Goods (76)
             1. Eastern Air Lines, Inc. v. Golf Oil Corporation (76)
                   a. Eastern and Gulf has a contract to buy and sell jet
                       fuel. Gulf sought to stop when world prices went
                       up, but the indicator set in their contract was
                       fixed. They claimed the promise was illusory
                       and was at the whim of Eastern’s fuel
                       consumption. The contract was enforceable
                                 because assumptions were made in good faith
                                 and Eastern was not requesting a ridiculous
                                 amount of fuel.
                     2. Wood v. Lucy, Lady Duff-Gordon (83)
                             a. Wood had a contract to license Lucy’s
                                 endorsements exclusively. She claimed that the
                                 contract was not binding because Wood had no
                                 requirements. The court said that his
                                 requirement was implied by his exclusivity and
                                 fee as a percentage.
             iv. Substitutes for Consideration (86)
4. Reliance as a Basis of Enforcement (89)
               i. Ricketts v. Scothorn (89)
                     1. Ricketts promised his granddaughter $2000. His
                         promise was enforceable because she changed position
                         in reliance on the promise. Promissory Estoppel.
      b. The Development of Promissory Estoppel (91)
      c. Restatement, First, § 90 (93)
               i. Feinberg v. Pfeiffer Co. (94)
                     1. Promissory estoppel made the contract enforceable.
                             a. Now what we need for enforcement is:
                             b. An agreement
                             c. A basis
                                      i. Consideration
                                     ii. Reliance
                                    iii. Moral obligation with benefit.
      d. Restatement, Second, § 90 (95)
               i. Cohen v. Cowles Media Company (98)
                     1. Cohen was outed as a source. The promise of
                         anonymity was found to have no consideration, but
                         promissory estoppel was applied because it was the
                         only way to prevent injustice.
              ii. D & G Stout, Inc. v. Bacardi Imports, Inc (100)
                     1. Promissory estoppel allows recovery of reliance
                         damages and not expectancy damages.
5. Restitution as an Alternative Basis for Recovery (105)
      a. If one bestows a benefit on another in a way that is unjust for the
          recipient to retain, there may be restitution.
      b. Officious intermeddlers do not have rights to restition.
               i. Cotnam v. Wisdom (106)
                     1. Two doctors tried to save a man hit by a streetcar. He
                         died, and they sued for payment. There was an implied
                         contract. He could obviously not have assented.
              ii. Callano v. Oakwood Park Homes Corp. (110)
        1. There was no quasi-contractual recover allowed if there
           is an alternative remedy. Callanos could sue the estate
           of Pendergast.
iii. Pyeatte v. Pyeatte (113)
        1. Ex spouses are not entitled to restitution for usual
           duties. However, there may be restitution if there was
           an agreement and extraordinary efforts by one that
           benefitted the other solely. She paid for his lawschool.
           He has to pay her back.
CHAPTER 2: Creating Contractual Obligations (116)

   1. The Nature of Assent (116)
                 i. Lucy v. Zehmer (117)
                        1. Zehmer sold his farm to Lucy at a bar. True assent is
                           not necessary for a contract to be enforceable as long as
                           the appearance of assent is reasonable.
        b. Intent to Be Bound (122)
        c. “Gentlemen’s Agreements” (123)
        d. “Formal Contract Contemplated” (124)
   2. The Offer (126)
        a. Corbin: “An offer is . . . an act whereby one person confers upon
            another the power to create contractual relations between them . . .”
            p. 126
        b. When one party gives the other party the unilateral power to close the
            deal. p. 126
                 i. Owen v. Tunison (127)
                        1. Tunison said he could not sell unless he received
                           $16,000. Owen said he accepted. Tunison had not
                           made an offer because a reasonable person would have
                           seen the reply as an invitation to negotiate, not an offer.
                ii. Harvey v. Facey (129)
                        1. [Jamaica] Harvey wrote Facey asking him if he was
                           willing to sell some property and what price he would
                           want. Facey only said the price. This was not seen as an
                           offer. It was the answer to a question (Davis thinks this
                           is wrong).
               iii. Fairmount Glass Works v. Crunden-Martin Woodenware Co.
                        1. Mason Jars. A price quote MAY be an offer depending
                           on the language. GENERALLY they are not.
        c. Advertisements as Offers (133)
                 i. Lefkowitz v. Great Minneapolis Surplus Store (134)
                        1. An advertisement which is definite, explicit, and which
                           leaves nothing open to negotiation creates a binding
                           contract upon the acceptance of a prospective
        d. Construction Contracts (137)
        e. Mistaken Bids (137)
                 i. Elsinore Union Elementary School District v. Kastorff (139)
                        1. A contractor’s mistaken bid CAN be the grounds foo
                               a. The mistake must be material and in good faith,
                               b. Not the result of neglect of a legal duty,
                               c. Enforcement must not be unconscionable,
                               d. The other party must be placed in status quo.
3. The Acceptance (147)
              i. International Filter Co. v. Conroe Gin, Ice & Light Co. (147)
                     1. Contract for water filter. The offeror controls the
                         method and means of acceptance by the language of the
             ii. White v. Corlies & Tift (152)
                     1. Contract to furnish a building. Mailbox Rule. In
                         absence of express provisions in the offer, an
                         acceptance must be by reasonable means given the
                         circumstances surrounding the offer. He started, but
                         there was no indication, given his use of those items in
                         all of his projects.
            iii. Ever-Tite Roofing Corporation v. Green (154)
                     1. In the absence of specific language, the offeror must
                         allow a reasonable amount of time for acceptance.
      b. The Significance of Contract Formation (156)
              i. Carlill v. Carbolic Smoke Ball Co. p. 157
                     1. If an offer seeks a performance, there is no need to
                         notify, but just to render the performance.
                         RESTATEMENT §54
      c. Notification of Acceptance in Unilateral Contracts (156)
              i. Allied Steel and Conveyors, Inc. v. Ford Motor Co. (158)
                     1. Allied did not need to send written acceptance. Their
                         performance was acceptance. Ford had merely
                         suggested that Allied should send it in writing.
      d. Shipment of Goods as Acceptance (166)
              i. Corinthian Pharmaceutical Systems, Inc. v. Lederle
                 Laboratories (161)
                     1. Lederle shipped only 50 vials of 1,000 but did so, stating
                         that they were merely an accommodation. Partial
                         shipment did not constitute acceptance because they
                         were non-conforming goods and a favor.
                     2. UCC § 2-206(1)(b): Unless otherwise ambiguously
                         indicated by the language or circumstances (b) an order
                         or other offer to but goods for prompt or current
                         shipment shall be construed as inciting acceptance
                         either by a prompt promise to ship or by the prompt or
                         current shipment of conforming or non-conforming
                         goods, but such a shipment of non-conforming goods
                         does not constitute an acceptance if the seller
                         seasonably notifies the buyer that the shipment is
                         offered only as an accommodation to the buyer.
      e. Silence Not Ordinarily Acceptance (166)
4. Termination of the Power of Acceptance (167)
      a. Lapse of an Offer (168)
              i. If not stipulated, a reasonable length of time.
     b. Revocation of Offers (170)
             i. Option Contracts (171)
                    1. Dickinson v. Dodds (171)
                           a. Busybody told Dickinson that Dodds was going
                               to contract with someone else. Without
                               consideration for the offer period, an offeror can
                               revoke an offer at anytime before the offeree’’s
                               deadline to accept the offer.
            ii. “Firm Offers” Under Article 2 (176)
                    1. Ragosta v. Wilder (177)
                           a. Sale for the Fork Shop was said not to be
                               accepted until at the bank with the loan.
                               Ragostas claimed their detriment was
                               consideration, but it was not bargained for.
     c. Death of an Offeror (180)
     d. Rejection and the Mirror Image Rule (182)
             i. MIRROR IMAGE PROBLEM – UCC 2-207: Gets rid of the mirror
                 image rule.
                    1. (1) An acceptance operates as an acceptance even
                       though it states terms additional to or different from
                       those offered or agreed upon, unless acceptance is
                       expressly made conditional on assent to the additional or
                       different terms.
                    2. (2) The additional terms are to be construed as proposals
                       for addition to the contract. Between merchants such
                       terms become part of the contract unless:
                           a. (a) the offer expressly limits acceptance to the
                               terms of the offer;
                           b. (b) they materially alter it; OR
                           c. (c) notification of objection to them has already
                               been given or is given within a reasonable time
                               after notice of them is received.
                    3. (3) Conduct by both parties which recognizes the
                       existence of a contract is sufficient to establish a contract
                       for sale although the writings of the parties do not
                       otherwise establish a contract. In such case the terms of
                       the particular contract consist of those terms on which
                       the writing of the parties agree, together with any
                       supplementary terms incorporated under any other
                       provision of this act.
            ii. Rejection of an Irrevocable Offer (184)
     e. The “Mailbox Rule”: Contracts by Correspondence (185)
5. The Battle of the Forms and the Uniform Commercial Code (188)
     a. Acceptance Varying Offer: The Traditional View (188)
     b. Transcending the Mirror Image Rule: UCC § 2-207 (191)
                    1. Dorton v. Collins & Aikman Corp. (193)
                            a. Dorton sued C&A for supplying lower quality
                                carperts. Under UCC 2-207 the arbitration
                                clause materially alters the existing agreement.
                                It is not incorporated unless both parties agree.
             ii. Materiality (198)
                     1. C. Itoh & Co. (America) Inc. v. Jordan Int’l Co. (199)
                            a. Even though the contract used mode B language,
                                it was put into mode C because the arbitration
                                clause was a material difference.
           iii. Different Terms (202)
                     1. Northrop Corp. v. Litronic Industries (202)
                            a. ???
            iv. Contract First, Terms Later: UCC § 2-207 or a New Method
                 of Contract Formation? (205)
                     1. Step-Saver Data Systems, Inc. v. Wise Technology
                            a. Box top licenses. UCC § 2-207 governs contracts
                                for the sale of goods where the parties have
                                multiple agreements with additional terms. UCC
                                applies to counteract the last shot doctrine.
                     2. ProCD, Inc. v. Zeidenberg (211)
                            a. Zeidenberg resold ProCDs product. He claimed
                                that their conditions were not binding since they
                                were not presented until after purchase. The
                                court dismissed this. They cited UCC § 2-204. C:
                                Even though one or more terms are left open a
                                contract for sale does not fail for indefiniteness if
                                the parties have intended to make a contract and
                                there is a reasonably certain basis for giving an
                                appropriate remedy.
                     3. Hill v. Gateway 2000, Inc. (215)
                            a. The terms apply even though they were not
                                given at the time of the purchase. Hills could
                                have found the terms before hand, but they did
                                not care to try.
             v. Revising Article Two (219)
6. Precontractual Liability (220)
      a. Revocability and Reliance (221)
              i. Drennan v. Star Paving Co. (222)
                     1. Star Paving revoked an offer that was calculated into a
                        big from a contractor. An offer may not be freely
                        revocable if the offeree has substantially relied on the
      b. Liability When Negotiations Fail (228)
              i. Hoffman v. Red Owl Stores (230)
                  1. It is not necessary for an offer to address every detail of
                      an afreement in order to support a promissory estoppel
           ii. Cyberchron Corp. v. Calldata Systems Development, Inc.
                  1. A party who relies on a promise that a contract is
                      forthcoming may recover under a promissory estoppel
     c. Preliminary Binding Agreements/Preliminary Binding
         Commitments (239)
            i. Channel Home Centers, Division of Grace Retail Corp. v.
               Grossman (239)
7. The Requirement of Definiteness (246)
            i. Toys, Inc. v. F.M. Burlington Company (249)
                  1. An option provision may be sufficiently definite to be
                      binding if it contains terms which enable the parties to
                      satisfy their subsequent agreements.
     b. Flexible Pricing (251)
            i. Oglebay Norton Co. v. Armco, Inc. (252)
                  1. The court can set a price if the parties agree to be
                      bound. The price does not need to be determined by
                      the contract (quantity does).
CHAPTER 3: Statutes of Frauds (257)

   1. Overview (257)
         a. Statutory Texts (257)
         b. Explaining the Legislative Choices (260)
         c. Ameliorating Rules (262)
         d. Ethical Practices and Statutes of Frauds (264)
   2. Writing, Signing, and Otherwise Recording and Authenticating (266)
         a. The Content of a Document (266)
         b. Signing (267)
         c. Electronic Documentation (268)
   3. Statutory Scope (269)
         a. Duration of Performance: The One-Year and Lifetime Clauses
                 i. C.R. Klewin, Inc. v. Flagship Properties, Inc. (270)
                ii. Informal Extensions of Employment (277)
               iii. Lifetime Agreements: Tuckwiller’s Case (278)
         b. Interests in Real Property (279)
                 i. Richard v. Richard (280)
         c. Sales of Goods (285)
                 i. UCC § 2-201(1) (285)
                        1. All contracts for the sales of goods over $500 must be in
                ii. UCC § 2-201(2) (286)
               iii. St. Ansgar Mills, Inc. v. Streit (289)
               iv. UCC § 2-201(3) (294)
                v. UCC § 2-201 Versus Law and Equity (295)
         d. The Suretyship Clause (297)
                 i. Suretyship Agreements (297)
                ii. Langman v. Alumni Association of the University of Virginia
                        1. A grantee of a deed who assumes an existing mortgage
                           is not a surety because he or she does not make a
                           promise to the mortgagee to pay the debt of another,
                           but instead promises the grantor to pay to the
                           mortgagee the debt the grantee owes to the grantor.
               iii. Current Obligation (301)
               iv. The Main-Purpose Rule (302)
                v. Central Ceilings, Inc. v. National Amusements, Inc. (302)
               vi. Of Nursing Care and Caterpillar’s Main Purpose (304)
   4. Reliance and Other Equities (305)
                 i. Monarco v. Lo Greco (305)
                        1. Natale, step-son. The doctrine of esoppel can be applied
                           to keep a party from relying on the statute of frauds to
                           block an oral contract when refusal to enforce a given
                           oral contract will result in fraud, as demonstrated by
either unconscionable injury after one party has been
induced by the other to seriously change his or her
position in reliance on the contract, or by one party
receiving unjust enrichment out of reliance on the
CHAPTER 4: Policing the Bargaining Process (310)

   1. Capacity (312)
                 i. Kiefer v. Fred Howe Motors, Inc. (312)
                        1. The contract of a minor, whether emancipated or not, is
                           either void or voidable at the option of the minor, unless
                           it is a contract for necessaries.
                ii. Ortelere v. Teachers’ Retirement Bd. (316)
                        1. A person’s contractual duties will be voidable if, by
                           reason of mental illness or defect, he or she is unable to
                           act in a reasonable manner in relation to the
                           transaction, and the other party has reason to know of
                           his or her condition.
               iii. Cundick v. Broadbent (319)
                        1. Mental capacity to contract depends upon whether the
                           allegedly disabled person possessed sufficient reason at
                           the time of entering the contract to enable him to
                           understand the nature and effect of the act in issue.
   2. Overreaching (322)
         a. Pressure in Bargaining (322)
                 i. The Pre-Existing Duty Rule
         b. Restatement §73:
                 i. Performance of a legal duty owed to a promisor which is
                    neither doubtful nor the subject to honest dispute is not
                ii. Alaska Packers’ Ass’n v. Domenico (325)
                        1. If a contractual party demands additional compensation
                           to perform a duty it is already contractually obligated to
                           perform, any agreement to pay more compensation is
                           unenforceable as lacking consideration. (According to
                           UC 2-209, there is no consideration necessary). The
                           issue here is that Domenico had no choice.
               iii. Avoiding the Pre-Existing Duty Rule: Recission and
                    Modification (329)
               iv. Watkins & Son v. Carrig (331)
                        1. Watkins was going to excavate for a set price, then
                           during the process hit solid rock. A new promise by the
                           parties to an existing contract constitutes a mutual
                           rescission of the existing contract and the formation of a
                           new one. Restatement § 89: A modification to a duty
                           can be binding (a) if the modification is fair and
                           equitable in view of circumstances not anticipated by
                           the parties . . .
                v. Yielding to Threat (334)
               vi. Avoiding the Pre-Existing Duty Rule: New Consideration
     vii.  Partial Payment (337)
    viii.  Pre-Existing Duty to a Third Party (338)
      ix.  Duress in Business (340)
       x.  Austin Instrument, Inc. v. Loral Corporation (340)
              1. Austin contracted with Loral for radar parts. A contract
                  is voidable when it is established that the party making
                  the claim was forced to agree against his free will (by
                  threat). The other party must be responsible for the
      xi. Undue Influence (345)
     xii. Odorizzi v. Bloomfield School District (346)
              1. Gay teacher forced out. Contracts secured by
                  excessively coercive persuasion are voidable at the
                  victim’s option, even if the threat was legal.
              2. (some) Characteristics:
                      a. Discussion at an unusual or inappropriate time
                      b. Unusual place
                      c. Insistence on speed
                      d. Emphasis on delay
                      e. Many vs. one
                      f. No advisors to the one
                      g. No time for consultation
c. Concealment and Misrepresentation (352)
        i. Swinton v. Whitinsville Sav. Bank (352)
              1. A house was infested with termites. There was no duty
                  to disclose. This was bare nondisclosure. There were
                  no misrepresentations made. There were no half-truths
                  or implications. The parties were dealing at arm’s
       ii. Kannavos v. Annino (356)
              1. Apartment was sold as such despite breaking zoning
                  laws. The seller was liable because they told half truths.
                  There must be an intentional misrepresentation of
                  material fact. If you speak on a point of information,
                  you must give all the information.
     iii. Misrepresentation (360)
      iv. Vokes v. Arthur Murray, Inc. (362)
              1. Dance instruction. False statements of opinion by
                  EXPERTS with superior knowledge are actionable.

  1. The Parol Evidence Rule (366)
                i. Gianni v. R. Russell & Co. (368)
               ii. Masterson v. Sine (371)
              iii. Bollinger v. Central Pennsylvania Quarry Stripping and
                   Construction Co. (377)
        b. Parol Evidence and Contracts for the Sale of Goods (379)
        c. No-Oral-Modification Clauses (380)
  2. The Use of Extrinsic Evidence of the Parties’ Intent (381)
                i. Pacific Gas & Electric Co. v. G. W. Thomas Drayage & Rigging
                   Co. (382)
               ii. Delta Dynamics, Inc. v. Arioto (386)
              iii. Greenfield v. Philles Records, Inc (386)
              iv. W.W.W. Associates, Inc. v. Giancontieri (390)
               v. Trident Center v. Connecticut General Life Ins. Co. (392)
        b. Methods of Interpreting Ambiguous Contracts (395)
        c. Rules in Aid of Interpretation (398)
        d. Functions of Judge and Jury (400)
  3. The Use of Extrinsic Evidence from Commercial Context (401)
                i. Frigalment Importing Co. v. B.N.S. International Sales Corp.
               ii. Hurst v. W.J. Lake & Co. (407)
  4. The Use of Extrinsic Evidence to Supplement or Qualify the Agreement:
     Course of Dealing, Usage of Trade, and Course of Performance (410)
                i. Nanakuli Paving & Rock Co. v. Shell Oil Co. (410)
               ii. Columbia Nitrogen Corp. v. Royster Co. (419)
  5. Objective Interpretation and Its Limits (421)
                i. Raffles v. Wichelhaus (422)
               ii. Oswald v. Allen (424)
              iii. Colfax Envelope Corp v. Local No. 458-3M (426)
  6. Supplementing the Agreement with Terms Supplied by Law: Gap Fillers,
     Warranties, and Mandatory Terms (430)
        a. Filling Contractual Gaps – Generally (431)
        b. Filling Common Contractual Gaps by Statute (432)
        c. Gap Filling with Respect to Product Quality – Implied Warranties
           in Article 2 (433)
                i. The Implied Warranty of Merchantability (433)
                       1. Koken v. Black & Veatch Construction, Inc (434)
               ii. The Implied Warranty of Fitness for Particular Purpose
                       1. Lewis v. Mobil Oil Corporation (437)
              iii. Excluding Implied Warranties from the Contract (441)
                       1. South Carolina Electric and Gas Co. v. Combustion
                          Engineering, Inc. (441)
              iv. Other Limits on Excluding Implied Warranties (445)
            1. Henningsen v. Bloomfield Motors, Inc (445)
d. Express Warranties (450)
e. Supplementing the Contract with Mandatory Terms – Good Faith
CHAPTER 6: Limits on the Bargain and its Performance (453)

   1. Unfairness (454)
                 i. McKinnon v. Benedict (455)
                ii. Tuckwiller v. Tuckwiller (458)
               iii. Black Industries, Inc. v. Bush
         b. Public Policies, Excessive Profits, and Government Contracts
   2. Standard Form and Adhesion Contracts (465)
                 i. O’Callaghan v. Waller & Beckwith Realty Co. (467)
         b. Agreeing to Boilerplate (473)
                 i. Graham v. Scissor-Tail, Inc. (475)
         c. The Duty to Read and the Duty to Disclose (477)
                 i. Carnival Cruise Lines, Inc. v. Shute (480)
         d. Sources of Policing: Courts, Legislatures, and Agencies (487)
                 i. Doe v. Great Expectations (489)
   3. Unconscionability (494)
         a. Unconscionability: Two Views (496)
                 i. Williams v. Walker-Thomas Furniture Co. (497)
         b. Price Unconscionability (503)
                 i. Jones v. Star Credit Corp. (503)
         c. Unconscionability in Franchises (507)
         d. Unconscionability: Arbitration Clauses (509)
                 i. Armendariz v. Foundation Health Psychare Services, Inc
                ii. Scott v. Cingular Wireless (516)
   4. Performing in Good Faith (522)
                 i. Dalton v. Educational Testing Service (522)
                ii. Eastern Air Lines, Inc. v. Gulf Oil Corporation (526)
               iii. Market Street Associates v. Frey (529)
               iv. Bloor v. Falstaff Brewing Corp. (532)
         b. Percentage Leases (539)
         c. Good Faith in Termination (540)
                 i. Lockewill, Inc. v. United States Shoe Corp. (540)
   5. Public Policy (543)
         a. Illegal Contracts (545)
                 i. Bovard v. American Horse Enterprises, Inc (546)
                ii. X.L.O. Concrete Corp. v. Rivergate Corp. (549)
               iii. Inducing Official Action (552)
               iv. Commercial Bribery (553)
                v. Licensing Laws (554)
         b. Judicially Created Public Policy (556)
                 i. Restraints on Trade (557)
                ii. Hopper v. All Pet Animal Clinic (557)
               iii. Public Policy and Termination of At-Will Employees (562)
               iv. Sheets v. Teddy’s Frosted Foods (562)
   v.   Balla v. Gambro, Inc. (568)
  vi.   Family Relations (571)
 vii.   Simeone v. Simeone (571)
viii.   In the Matter of Baby M (575)

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