ford v jermon case brief

Doctrine: Test defined: 1) Did the parties intend to provide for dmgs for a penalty? Jacob & Youngs v. Kent F: Contract for construction of house; Reading pipe not installed, but equally valuable pipe was; cost of completion damages extremely high, but mkt. Failure to award damages based on idiosyncratic value would lead to underinvestment (by promisor), while an award of damages for a holdup would lead to overinvestment (by promisor). This case is wrongly decided. If it’s a central term, it is likely very important, and thus cost of completion should be awarded. The car was struck from the rear end after stalling on the highway and due to the placement of the gas tank, it was … TODAY, if notice is given, P wins this case under the Hadley rule! H: Ct. does not use expectation. There are gray areas, but common sense usually gives you the answer. Step-Saver F: H: [see notes: warranty case, but could also be viewed as a consideration case.] This is wise given that plaintiff had a good argument that it was getting a good deal, not an impossibly good deal (QUESTION: Not sure what this means.) actually do now is much more limited than the early cases indicate. If Ct. can see the bargained-for exchange, they’ll treat it as contracts case, but if it’s hard to see, the ct. sometimes uses promissory estoppel and gets confused as hell. Shippers with unusual items must protect themselves. Seems to be law under Groves below.) The promisee is thus held to that more narrow meaning, in part because he helped draft the language and now claims it should have a different meaning. Texaco v. Pennzoil F: Parties agree “subject to written agreement”. Good default rule, because it protects shippers (keeps prices low) and carriers (limits liability). H: Liquidated damages clause was reasonable and not a penalty, and the consideration of its validity/enforceability is to be done independent of questions about mitigation. Duff v. Russell (NY, 1891) F: Russell agreed to perform in various operas for Duff but breaches & P is unable to replace her adequately. I think he must, since many of our cases here aren’t gratuitous promises; I believe he’s just reinforcing that we aren’t studying true promissory estoppel as seen in consideration, but rather general detrimental reliance.) There is no suggestion that he was incompetent at the time of the offense, at trial, or at sentencing. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school. Seller must have reason to know the buyer is relying on seller’s skill or judgment to furnish appropriate goods. Common law summarized in §§ 209, 210, 213, 214 and 216. Decided on November 1, 2011 … P wants expectation dmgs: value of coins less rental fees. H: Substantial performance occurred. Avoidability of Harm (Mitigation) Hypo: Fisherman has a load of fish worth $10K and ctct with delivery company A for $500. Truth is, the parties acted like they had a contract, so the ct. should fill in the missing terms and recognize the contract (and maybe say expectation damages are too speculative/uncertain, and award reliance framed as expectation with an assumption of zero profit: §349). ² Johanna Wagner (defendant) agreed to sing exclusively for Benjamin Lumley’s (plaintiff) theatre. The ex ante approach is the law (mostly), but ex post results outside an expected range may provide evidence of ex ante unreasonableness (See Wassenaar). Consider the effect on parties’ incentives to invest; Expectation damages are not always most efficient (Construction Company Hypo – below) What looks high isn’t always!! If it is easy enough to return an offer, the Ct. will usually expect you to; if there is any burden at all in giving it back, the court will probably just expect you to keep it. The information was given voluntarily. [This is a limit on efficient breach b/c efficient breach only works when the consequences for efficiency take effect at the time.] H: No bargained-for exchange b/c school has to pay off its debts anyway! The gamble was included in the price, and any warranty would have been express. will usually pay lip service to the ex ante approach, even if they are really using ex post reasons. Promisee would never make a concession. Quimbee might not work properly for you until you. This includes manifestations to others when those manifestations are public, but not when those manifestations are private (so manifestations to the SEC are relevant b/c public, but manifestations to Getty, b/c private, are not). UCC §2-706 Seller’s Resale (Neri Rule) UCC §2-708 Expectancy for Repudiation or non-acceptance UCC §2-710 Incidental Dmgs UCC §2-718 Restitution (Liquidated Dmgs. H: Parties manifested intent towards each other is all that matters. H: There was no implied promise to pay. Estoppel prevents a party from showing the truth contrary to a representation by him after another party has relied on the representation to a detriment. §2-308: Ct. can impute place; §2-309: Ct. can impute reasonable time. They are concerned with a different efficiency, that of the tripartite arrangement alone, not mkt. Lack of quantity implies there is no offer. Ford v. Quebec (Attorney General) - SCC Cases Any special circumstances must be made clear by promisee ex ante. Get Citation Alerts Toggle Dropdown. H: Kozinski disagrees vehemently with Traynor opening the door to endless interpretation of words that seem totally unambiguous. Hypo (Substantial Performance and Idiosyncratic Tastes)- A contracts to do renovations on oceanfront trailer (worth $25K) for B & A wrecks it (requiring $50K in work to repair it). If damages seem reasonable for most kinds of breach, but not the extraordinary type that occurs, the ct. can find them irrelevant for the actual breach that occurred. July 25, 1986) Brief Fact Summary. And cts. Rent or Buy Contracts : Cases and Doctrine - 9780735526341 by Barnett, Randy E. for as low as $4.37 at eCampus.com. RESTITUTION & QUASI-CONTRACT Restitution: Occurs where one party has, without intending to give a gift, conferred a benefit on another. Note: Contractor, if he knew of her chance to mitigate, would fire her right away and force her to mitigate. Restatement § 214, UCC 2-202. (I think this is in Towne Hall, but I’m not certain.) 477 U.S. 399. No one would have contracts for these things that weren’t put in writing, and ct. won’t even hear the evidence if there’s no writing.] Explicit Warranties: If I know the warranty to be false but buy the product anyway, can I sue to enforce the warranty when the product does not live up to the warranty? This seems like Hypo 2 above, because it’s common to expect compensation for such info, but this contract should have included an explicit price term (and should have been a real contract). Commercial Leases—Hypo: Abel starts selling cheaper bikes than previously, which reduces his revenues and thus reduces the amt he needs to pay to lessor. Note: Ct. would probably never tell a lessee that it should have made a change because it would have maximized joint welfare, because the ct. can’t/won’t be sure that the change would have worked; too speculative. 1 Facts 2 Issue 3 Decision 4 Reasons 5 Ratio Duff-Gordon was a celebrity who attached her name to products to help them sell in return for payment. Were it not for the boiler plate terms, the ct. would be on its own in determining the default rules. If they had agreed to keep option open for $5, then it’d be binding. I have increased the value of the property because all future buyers would want to get rid of the trailer, and now I’ve already incurred the costs of removing the trailer. It’s a hard question. Restatement (2d) § 374: Restitution in favor of a party in breach. Hypo: Assume prep cost is wasted, and then that it is not. This is not about breaching and suing: If you have substantially performed, you are more a performer than a breacher, and have rights to sue under the contract. Basically, under both common law and UCC, if the response is most reasonably interpreted as an acceptance, it is. Whether, under California law, a clinical psychologist is authorized to order the early release of a patient who is hospitalized voluntarily (i.e., the scope of psychologists' practice) Index Topic. If D is cognizant of the mistake in P’s bid, and P is unaware, D cannot claim that there was a meeting of the minds upon the price. Deviations trivial. Expenses prior to ctct were done at their risk and are not recoverable (conflict with Anglia). Where does the burden on the buyer come from? You breached and now owe me what it takes to get what I was promised.” The logic is always the same. This case has not yet been cited in our system. The ship represents a gamble on arrival time that would be reflected in the price, so it’s central, but, the seller wins under either term, and here cannot collect at all! That’s excluded because it should be in the contract. 668 (Mich 1919). DISSENT: “Different or inferior” is not a matter of law; it’s a matter of fact and should be decided at trial. Mostly though, if the parties act like they have a ctct, they DO, and the ct. fills in the missing terms. Goodman: P.E., not Ctct, RELIANCE DMGS (Only b/c ct. treats it as promissory estoppel, but should have treated it like a ctct case with expectation dmgs-works out the same anyway). Not unless you knew I was going to use them for that purpose: Seller must have reason to know the buyer’s particular purpose. Goldberg Corp. v. Levy F: Tenant tried to avoid liability for the lease by intentionally mismanaging/diverting business. kills real contracts. Specific performance of personal services in a country that recognizes equality would produce a feeling “more discordant and irritating than slavery itself.” (Ct. makes an exception for apprenticeship) Lumley v. Wagner (England, 1852) F: Opera singer had a ctct to perform, including a negative pledge not to perform elsewhere. Ct. ignores that he only had to prep one boat and awards those costs anyway (wasteful). Ct. does not ultimately rely on price, though it seemed like it would. A. Strangely, the Ct. will not enforce damages that are too high, but it will enforce damages that are too low. (Especially easy to void if one party has no chance to understand the terms and the other party knows this.) LIMITATIONS ON DAMAGES 1. Unambiguous writing, even on a scrap of paper, is the most reliable manifestation of assent – signed writings: gold standard in ctcts. Yes. Also, he has a valid concern about endless and worthless litigation if words lose any and all objective meaning. Also, there are no debtors’ prisons now.We do uphold them, but only if they are narrow in scope. H: For personal goods, P must show that (1) damages are inadequate (2) the goods are of a peculiar or sentimental value, or (3) scarcity of the chattel is so complete that it is not replaceable. The problem, says Adler, is that he’s not sure there are any cases in which this is a legitimate outcome. Factors to consider: Gross inequality of bargaining power—when one party values the object so much he/she will do anything to get it. Adler: The ctct gave Wood an economic incentive to perform, and that’s all the parties bargained for and should be enough. Breaching party is entitled to restitution less the cost of completion and any incidental costs. If the market drops, builder will quickly reveal the special wood to show that a binding contract has been formed (by performance). If the prep is wasted, you get reimbursed for it, but if it’s not you don’t. # M X ™ › Ÿ ¬ µ » å ç ì   « \ s u € ‚ ³ Ü é ñåØÃØå´å° ñå´åñåñå´åñåñå´åñ�åñå´å{h{ñå°h %h&>Ñ 5�B*CJ OJ QJ \�^J ph ÿ %h&>Ñ 5�B*CJ OJ QJ \�^J phÿf "h&>Ñ 5�6�CJ OJ QJ \�]�^J h&>Ñ 5�>*CJ OJ QJ \�^J h&>Ñ h&>Ñ 6�CJ OJ QJ ]�^J (h&>Ñ 5�>*B*CJ OJ QJ \�^J phÿf h&>Ñ >*CJ OJ QJ ^J h&>Ñ CJ OJ QJ ^J h&>Ñ 5�CJ OJ QJ \�^J ( ¹ X Y < [119 Cal.App.3d 806] V. JURY MISCONDUCT Ford contends that the judgment should be reversed for jury misconduct. 2013-P-0091 - vs - : GENE A. FORD, et al., : Defendant-Appellant. FOX could offer $1M up front and then she would have burden of proof that she’s not being adequately compensated (not offered adequate mitigation opportunity), and it’d be much tougher for her. Hypo: Able agrees “in principle” to sell her painting business, and Baker agrees to buy same, “for $100,000 subject to further definitive agreement.” Later, a dispute arises over cash or credit. It is efficient for Tongish to breach and sell to Thomas, but this Ct. rejects that because the Coop-Bambino relationship is important. Search this section. Retrospective (provide parties their bargain, achieve socially desirable outcome) Prospective (Convenient set of default rules, socially desirable incentives) Where we use the UCC, the common law is usually no different, but UCC is not always binding. The Ct. will enforce them if 2 criteria are met: They are a reasonable estimate of what the damages might be, and The parties reasonably expect the calculation of actual damages will be difficult. If they are worth less than the full liability then they know exactly how much (A) they stand to lose by not performing. 371 U.S. 187. See § 161(b) PAGE PAGE 1 Y j o • Problem: We always make the ignorant party’s meaning the controlling one, but under mistakes we void the whole contract and absolve the mistaken party of any obligation, whereas under RST §201, we go with their interpretation. = Acceptance must be clearly communicated/manifested to offeror; carpenters buy lumber all the time, so here offeror couldn’t know that the purchase of lumber was acceptance by (partial) performance. §2-305: Ct. can impute market price if left out. Two reasons parties would include LD that look like penalties but aren’t: Possibility that breach will not be discovered readily. Adler: There is no shortcut around incisiveness and analysis. !Economic Argument: High liquidated damages prohibit efficient breach! H: Revocation is legitimate because it occurred prior to performance; no contract to accept. The contractor is no worse off than under the actual Bush rule, making this scenario more efficient under an anti-Bush regime. Value conferred (mkt) plus two levels of reduction: Employer’s loss as a result of breach (for time remaining) Contract price cannot be exceeded, no matter what the real market value DOCTRINE FOR QUANTUM MERUIT SHOWN IN BRITTON Adler: The damage really calculated here is an expectancy measure, but it’s strange because it’s flowing from the victim of breach to the breaching party. Restatement 151, 152, 154, 157, and 158 give little guidance. Otherwise, subjectivity doesn’t matter. Food Fair Stores, Inc. v. Blumberg F: Store expands in the area, opening up other stores, and increasing business’s overall profits, but probably not individual location’s profitability. CONFLICT w/ UCC §2-205 (Firm Offers): Under the UCC a written guarantee to leave the offer open is not revocable for lack of consideration during the time stated (or, if not stated, for a reasonable time not to exceed 3 months). A “we really meant it” clause, disclaiming any use of past dealings as evidence of current meaning, will do the job just fine. Abel: It’s a reputational bond against backtracking only, but I’m still allowed to backtrack if I find the reason to be legitimate. The court rules the opposite of Paradine and finds that the possibility was not considered, but the best default rule is one that relieves the party of its burden if performance is genuinely impossible through no fault of the promisor. The Ct. in Frigaliment shifts the burden of proof to one party to prove its own subjective meaning, which is something of a tie-breaker. Sought injunction but court refused since it felt it was slavery forcing her to sing where she did not want to. (Posner) (Valid, but not determinative argument, because that shifts risk onto other party to assume the overage.) Note: This is not a true restitution case because no benefit was actually conferred. In an agreement where one party can only win (Wood), the court may find a lack of consideration, but this is not correct because there is no gratuitous promise in this case; there is something in it for both parties, and if there is something in it for both parties then there is consideration. Laidlaw v. Organ F: Contract for sale of tobacco where buyer knew of the Treaty of Ghent (ending war of 1812) but the seller did not. Question: Is it true that buyer always wins in UCC cases, or is there still the same argument? not recoverable that party in breach did not have reason to foresee as a consequence of breach Loss foreseeable if it follows from the breach In the ordinary course of events, or As a result of special circumstances, beyond the ordinary course of events, that the party in breach had reason to know. No one takes issue with this implied duty. Is that case different because Coop benefited and reaped a surplus? No contracts or commitments. Decided December 10, 1962 . Now, if there are sufficient terms to identify breach, and to calculate a remedy for that breach, the court will fill in the rest (and the core terms must be ascertainable to a reasonable degree of certainty). Sorry for the delay (and length...there is a lot to this case). [Cite as Kent State Univ. There is no objective meaning. briefs keyed to 223 law school casebooks. What if he said it was applicable to Plot I inside Green Acres only? DOCTRINE: Enforceability turns on the same issues as determining whether an offer was, or reasonably could have been interpreted as, assent to be bound upon acceptance. efficiency generally. (Blatant rejection of prior precedent in this case.) WARRANTIES Warranties can be explicit or implicit. CONSIDERATION As a general matter, subject to specific exception, promises are not enforceable under the common law unless supported by consideration. Does not matter if uncle derives no financial benefit.) Issues That makes the argument for NO consideration rule for modification more compelling. We do not use restitution in quasi-contract because the value conferred could be infinitely valuable; instead we use the reasonable market value. The justices also heard oral argument in FCC v.Prometheus Radio Project and BP P.L.C. Restatement (2d) §29: Manifested intentions of the offeror determines who has the power to accept MISSING TERMS: Restatement (2d) §33; UCC §2-204: Few terms are essential to formation of an enforceable ctct; Must only provide a basis for determining existence of a breach and for giving appropriate remedy. Opinion delivered November 16, 1931. But the distinction doesn’t matter much.] Notes on SP and Personal Services: We don’t enforce it because of (1) abject humiliation, (2) no mechanism for enforcing it, and (3) performer will surely do a worse job {but, Adler says this isn’t a reason not to do it if the other party knows this and still wants performance}. (At least one court has required mitigation anyway.) Cumbest: Stereo equipment is unique. Ct. awards reliance damages as though it were promissory estoppel, but in fact it is just a contracts case where reliance damages are awarded. Arguments Ford: If she won’t act for me, she should be specifically barred from acting anywhere during the period agreed to. Adler: Ct. here finds no way to identify the objective meaning and just throws up its hands. The court doesn’t always do so, though, and that can get dangerous if it affects damages. Abel is also an electrician and could earn $15/period as such. H: No meeting of the minds b/c Dickinson knew Dodds wanted to rescind, so it was rescinded. If you agree to do something you were already compelled to do, but for more compensation, the ct. will not uphold the second agreement as there is no real consideration; you were merely promising to do something you were already obligated to do. 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