Lucy v. Zehmer Case: Contract on Bar Napkin Rule: Objective intent is what counts Venture Associates v. Zenith Data Systems Case: Zenith wanted to buy a company for 11 million. Letters of intent were exchanged. Rule: Letters of Intent can become binding of intended to do so and mail box rule. Arnold Palmer Golf v. Fuqua Industries Case: Tried to reach agreement for development of golf club company Rule: If parties have come to an agreement of terms and that these agreed upon terms will be shown in a contract then the formal contract is merely a formality. The agreed upon terms that will be later included in a contract are then binding. Southwest v. Oliver Case: P made offer to several people for sale of land Rule: If under the objective test a price quote is an offer, then it can be accepted and enforceable. Rhen Marshall v. Purolator Case: Advertisement sent out in mail Rule: Advertisements are not offers most of the time. Maryland Supreme Corp. v. Blake Co. Case: Sub made quote and then later tried to pull it after mistake. Rule: In the construction industry bids from subcontractors to general contractors are considered to be offers because of the nature of the business and because they are relied upon
Antonucci v. Stevens Dodge, Inc Case: P ordered car. D never signed order form Rule: When the parties agree to something and the written instrument is a mere formality they can be held to that agreement without a written contract.
Vaskie v. West American Insurance Co. Case:(P) was offered a claim by the (D). A couple years later she accepted. The (D) said that the 2 year statute on liability had run out and that she would not receive the money. Rule: if offer does not state time, then it is a reasonable amount of time. Chaplin v. Consolidated Edison Co. of New York Case: D sent offer, P declined and sent their offer. Tired to accept original offer. Rule: a counter offer will kill an old offer. Farley v. Champs Rule: An offer may be revoked at any time before its acceptance is communicated to the proposer, but not afterwards. Even if a definite time in which acceptance may be made is named in a proposal, the proposer may revoke his proposal within that period unless it was given for consideration. Dickinson v. Dodds Case: D made offer to P. P learned that he made offer to someone else and they accepted. P tried to accept offer. Rule: there can be indirect or direct revocation.
Beall v. Beall Death or incapacity renders an offer void unless there is an option. Orlowski v. Moore One way to make an offer irrevocable is for the offeror to grant the offeree an option to enter into the contract. This is then called an option contract. There must be some kind of consideration for the option contract to be formed.
Pavel Enterprises v. A.S. Johnson Part performance or detrimental reliance by the offeree may render the offer temporarily irrevocable. The reliance must be ―substantial and definite‖ or justice will not compel enforcement.
Dahl v. HEM Pharm. Corp Case: Drug testing case for year supply Rule: Part performance on a unilateral contract renders offer temp. irrevocable.
Petterson v. Pattberg Case: P showed up to pay mortgage. D revoked offer Rule: tendered payment could have left offer open.
Simmons v. U.S. Rule: offeree must know of the offer prior to acceptance or performance. (fish case)
Corinthain Pharm. Systems v. Lederle Laboratories Case: order vaccines before price increase Rule: mailing of non conforming goods with notice can make it a counter offer killing original offer. Peterson v. Thompson Case: P wanted to but tractor. Paid and picked it up. Rule: If normally there is no duty to notify when it is reasonable that the offer can find out about the information, but if it is not direct or not obvious or no reasonable way to obtain knowledge then notice is required.
Baker v. Allied Supermarkets Self-service contracts Court held that in self service areas that there are three ways to a) accept an offer i) the putting of the chosen goods in the cart w/ implied ii) promise to deliver goods at checkout iii) delivery of goods to checkout
Step-Saver Data Systems, Inc. v. Wyse Technology
Case: Box top license case Rule: even though there was a license, it would not kill the deal. Not enough to trigger expressly conditional clause.
Hamer v. Sidway Case: 5K for not doing bad stuff. Rule: Person has to suffer a legal detriment. Harris v. Time Detriment has to be substantial. (not just opening mail).
Schnell v. Nell Cannot bargain for past performance and love and affection Fisher v. Jackson The mere giving up of a job by one who decides to accept a contract for alleged life employment is but an incident necessary on his part to place himself in a position to accept and perform the contract; it is not consideration for a contract of life employment. It also must be bargained for. Pick Kwik Food Stores, Inc. v. Tenser Because the original agreement has no mutuality of agreement, there is no contract so any business that occurs between the parties is at will—because it is at will on the part of both sides, the termination by the ∆ was ok and the ∆ is not liable for future losses
Hay v. Fortier However, although the π was not bound by the original promise to forbear, because he did forbear, the ∆ was unjustly enriched and so the ∆ must perform their part of the agreement –the ∆ is estopped from refusing to perform
McMichael v. Price
As long as you show some element of obligation for good faith obligation that you will actually order what you will need then there is consideration.
Empire Gas Corp. v. American Bakeries Co Case: trucks wanted to turn in gas vehicles. Good faith: Honesty in fact in conduct or transaction performed. If you contract to buy what you need in good faith you have to buy all that you need. If you say you will buy all you desire you do not have to buy any if you buy none.
Slattery v. Wells Fargo Armored Truck Rule: A preexisting duty: P was already bound to give the info, so when he tried to accept the offer he was doing no more than he was required to do. P was already paid for acting in that capacity
Angel v. Murry Case: trash case. If there are unforeseen circumstances there can be modifications to a contract without consideration if there is a mutual agreement.
Betterton v. First interstate Bank of Arizona Case: if there is any new detriment if can be binding to a preexisting duty. This is the bank case where even though he had to pay he changed it to an automatic withdrawal.
Dyer v. National By-Products Guy promised to forebear on something he could not have sued on. Even though he did not have a right, the good-faith belief in forbearance will enough even if it is unfounded.
Miles Homes Division v. First State Bank of Joplin
The P asked the D to notify the P if a bank member started to default on a mortgage for their financial protection. The D agreed and the P proceeded with a sale. When the buyer defaulted the D did not tell the P. P sued because they relied one the promise of the D to sell to that particular buyer.
Fienberg v. Pfieffer Promissory Estoppel Analysis: E. The company reasonably foresaw that the old woman would rely on the promise F. The woman did in fact rely on the promise for 7 years, and the pension is what made her retire from her job while she was still in good health. G. There was no other way to remedy the injustice
Pop’s Cones, Inc. v. Resorts International Hotel, Inc. P wanted to rent space to move her business to D’s location. P contacted D repeatedly. D told the P that the contract was 95 percent there and that P should give notice and pack up from her old location. P’s lease ended and she put everything into storage and continued to finalize new lease. D wrote letter withdrawing the offer, the deal fell through and P had to find another location. P was unable to reopen for business for quite some time.
Columbia Nitrigen Corp. v. Royster Co. Davenport v. Beck Mistake in writing