Ray y. William G. Eurice Bros

Summary: D Eurice & Bros., Inc., entered into a contract to build a house for P Ray. After signing the contract, the parties disagreed as to which specifications were to be used.

BLL: Unilateral mistake, unlike mutual mistake, does not prevent the meeting of the minds required for contract formation.

Lonergan v. Scolnick 

Summary: P Lonergan, responded to an ad placed by D, Scolnick for land the D was interested in selling. P corresponded with D through a series of letters. D sold the land to a third party.

BLL: An invitation for offers does not operate as an offer to create an enforceable contract.

Izadi v. Machado Ford 

Summary: P Izadi attempted to purchase a vehicle from D Machado Ford, but ultimately did not when he was unable to take advantage of D’s advertised trade-in allowance. The advertisement contained small print indicating it was only good towards two vehicle models and that the trade-in must be worth at least $3,000 to apply to other models.

BLL: A misleading advertisement may operate as an offer based on the misunderstood meaning even if the party creating the advertisement does not subjectively intend for it to be an offer.

Summary: Ps Normile and Segal both attempted to purchase a piece of real estate from D Miller. Normile first submitted a bid, but P responded with a counteroffer. Prior to Normile’s acceptance of D’s counteroffer, D sold the property to Segal.

BLL: A counteroffer acts as a rejection of the original offer and does not contain the terms of the original offer. The counteroffer, like the original offer, must be accepted before it is revoked.

Summary: D was the owner of a bond executed by PP. D told P that if he paid the installment on time and paid the remaining principal in cash at any time before the end of May, D would deduct $780 from the amount owed. P paid the installment on time. In late May, P came to D’s home and indicated that he was there to pay the remaining principal. D refused to accept the money and told Petterson that he had sold the bond and mortgage to a third party. As a result, Petterson was required to pay the full amount of the remaining principal.

BLL: An offer to enter into a unilateral contract is not accepted until the requested action is performed. An offer to enter into a unilateral contract may be revoked at any time prior to acceptance.

Cook v Coldwell Banker

Summary: P Cook was a real estate salesperson for D Coldwell Banker at the time D instituted a bonus program. After receiving the first part of her bonus, P was informed that receiving the remaining portion of her bonus was contingent on continued employment. When P left her job, D refused to give her the remainder of her bonus.

BLL: An offer to enter into a unilateral contract may not be revoked once the offeree has made substantial performance.

Harlow & Jones, Inc. y. Advance Steel co.

FIX

Summary: D had several telephone conversations with William VanAs, a broker for the P. During these conversations.

BLL: Under the UCC, the D could only reject if there was a “material delay” steel was shipped by date, but arrived after, and that is ok

Hamer v. Sidway

Summary: William E. Story, Sr. (hereinafter Uncle) promised to give William E. Story, 2d (hereinafter Nephew) $5,000 if he refrained from certain behavior prior to reaching the age of twenty-one. P, an assignee of Nephew, has brought this claim against D, executor of Uncle, to enforce the promise made by Uncle.

BLL: Refraining from behavior one has a legal right to engage in may be sufficient consideration to make an agreement enforceable.

Pennsy Suply v. American Ash

Summary: P used D product for free, but D gave it away to not deal with disposal costs. Trial court said there was no consideration. On appeal it was determined that the detriment was bargained for consideration.

BLL: Bargained for consideration exists when the promise induces the detriment and the detriment induces the promise. Words of condition in a promise are generally determined to be consideration as opposed to a gift by whether the condition would benefit the promissor.

Dougherty v. Salt

Summary: P Dougherty, at eight years old received a promissory note from his aunt for $3,000 payable at her death. D Salt is representing Aunt’s estate.

BLL: Although a note states that value has been received, if value has not in fact been received, the note is unenforceable as a contract for lack of consideration.

Summary: P, Batsakis, loaned D, Demotsis, 500,000 drachmae. In exchange for the loan, D signed an instrument promising to pay P $2,000 in U.S. currency. The 500,000 drachmae were worth approximately $25.00 at the time.

BLL: Inadequacy of consideration alone will not void a contract

Summary: Ps, Plowman and seventeen others similarly situated or their estates, worked for D Indian Refining Co., for many years. D offered to pay Ps one-half of the wages currently being earned. Ps remained on the payroll, receiving the offered money, but did not render any services other than coming to the office for their remittance.

BLL: Past consideration or past performance is not consideration.

Summary: P received a bid from D that was used in compiling a bid. P was awarded the work and is suing to enforce D’s bid.

BLL: A general contractor may enforce a subcontractor’s bid where there is reasonable detrimental reliance under a theory of promissory estoppel.

Berryman v. Kinoch

Summary: P Berryman, filed a declaratory judgment action seeking to have an option contract between himself and D Kmoch, declared null and void. D seeks damages for P’s failure to convey the land.

BLL: An option contract without consideration is an offer to sell which may be withdrawn at any time before acceptance.

Pop's Cones, Inc v. Resorts International Hotel, Inc

Summary: P, Pop’s Cones, Inc., is seeking damages from the D, Resorts International Hotel, Inc., for losses they claim resulted from reliance on promises made by D during lease negotiations.

BLL: A P may survive a motion for summary judgment on a promissory estoppel claim by presenting evidence allowing a reasonable jury to find that a D made a promise with the expectation that a P would rely on that promise and that a P did reasonably and detrimentally rely on a D’s promise.

Princess Cruises v. General Electric

Summary: P, Princess Cruises, Inc., entered into a contract with the D General Electric Co. for D to perform inspection and repair services on one of P’s ships. P’s purchase order and D’s price quotations contain different terms and conditions. D’s terms and conditions limit D’s liability and the type of damages that can be recovered from D.

BLL: A counteroffer acts as a rejection of the original offer. If the counteroffer is accepted, the terms and conditions of the counteroffer apply.

Summary: P, Brown Machine, Inc. sold a trim press to D, Hercules, Inc. An indemnity provision was included in P’s acknowledgement of order form, but not in D’s purchase order. P is bringing the present cause of action to enforce the indemnity provision.

BLL: Under the UCC, additional terms become part of a contract between merchants unless the offer expressly limits acceptance to the terms included in the offer, the additional terms materially alter the contract, or notification of objection to the additional terms has been given or is given within a reasonable time.

Walker v. Keith

Summary: P lessee, entered into a 10 year lease agreement with the D lessor. The lease agreement included an option to renew the lease for an additional ten years, but did not set the rent amount for the additional ten years.

BLL: Under the traditional approach, there must be substantial certainty as to the material terms for an agreement to be enforceable. Courts using the traditional approach will not enforce an agreement if a material term is indefinite or ambiguous.

Quake Construction v. American Airlines

Summary: The Ds, American Airlines, Inc. (hereinafter D) and Jones Brothers Construction Corporation (hereinafter Jones)

BLL: Parol evidence of intent may be introduced to show intent when a writing is ambiguous.

Summary: D named P in a class action brought this case after buying a computer from gateway online or by phone/mail. Upon delivery the computers had a shrinkwrap agreement on the outside of the box. This agreement contained an arbitration clause which is at dispute here.

BLL: Issue: Under NY law, does a consumer who buys a computer online have to abide by the shrinkwrap agreement on the box when it contains an arbitration clause that uses an obscure, expensive arbitrator?

Holding: No, though the claim is struck down on 6 counts, the substantive element of the unconscionable claim is found to be satisfied.

Register.com v. Verio

Issue:

-Under Federal Law, does a buyer become bound by terms in essence electronic shrinkwrap, when it downloads information which comes with terms attached and prohibits its use by terms that differ from its parent company’s?

Holding:

-Yes, the court held that Verio was bound by the terms, not b/c they downloaded once, but because they downloaded multiple times a day and saw the terms multiple times a day.