Dodge v. Ford Motor Company, 204 Mich. 459, 170 N.W. The Bush rule does not give you the right outcome in this case. Williams v. Walker-Thomas Furniture F: Ctct for purchase of a stereo where all previous purchases are considered collateral; store employee knew P would likely default on pmt, and she did, and D repossessed the stereo and the previous purchases. If they are worth less than the full liability then they know exactly how much (A) they stand to lose by not performing. OLD LAW: This case no longer accurately reflects the courts’ approach to agreements to agree. MUTUAL MISTAKE In short, if the parties intended to lay the arising loss on one party, the ct. will try to lay the loss with that party. Adler: “However one plays around with the remedies there are hypotheticals that can be drawn that would lead to inefficient incentives. option on his farm for $21K (mkt. I must get to keep looking b/c I have the option to complete performance, otherwise you’d be able to rescind it when I had your dog cornered. On Tuesday, the court released orders from the Jan. 15 conference, in which the justices did not grant any new cases for oral argument. ALTERNATIVE REMEDIES Liquidated Damages, Specific Performance & Equitable Relief Liquidated Damages These are often taught as another remedy for breach, but if they are written into the contract then it’s not really breach to pay them instead of performing. Procedure (2d ed.) You can search by the SCC 5-digit case number, by name or word in the style of cause, or by file number from the appeal court. Under Bush, this is not possible. She has no lost profits, so sues for reliance instead. A "yes" or "no" answer to the question framed in the issue section; A summary of the majority or plurality opinion, using the CREAC method; and. 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. ĞÏࡱá > şÿ ! And, moreover, this is a bad default rule because the opera house/lessor is in the best position to prepare for this eventuality (fire) and pay for it (by adjusting prices accordingly) CAN v. Phoenix F: Phoenix is dead and can’t perform. The outcome would be different if school had to do something else. Complainant seller filed an action against defendant buyer for specific performance of a contract. Regular Terms: (i.e., those that appear in standard agreements) They are enforceable unless one party has reason to believe the other wouldn’t accept the regular term if that party was aware of it. And cts. The educated party does not have to communicate his info to the ignorant party on all terms, but there can be no imposition on the ignorant party. In Dempsey, some liquidated damages would have gotten the parties to at least do something! (Cf, Petterson) Petterson v. Pattberg F: Contract for early (reduced) pmt on a mortgage. NOTE: This is not a typical (or proper?) SO, in theory you want to do away with the mitigation doctrine so that Parker and future Parkers will go out and work. Based on previous dealings, acceptance by silence can be inferred. Unlock this case brief with a free (no-commitment) trial membership of Quimbee. H: Substantial performance occurred. Contract price was $25K, but cost of completion is going to be $50K to correct the error and complete the improvements. The procedural disposition (e.g. TODAY, if notice is given, P wins this case under the Hadley rule! A full integration clause will still get you around this. Thompson v. Libbey F: Sale of logs; argument over the quality of the logs and whether it was implicit in the contract. MERE KNOWLEDGE OF THE FORESEEABILITY ISN’T SUFFICIENT TO MAKE A BINDING CONTRACT; THERE MUST BE A TACIT ACCEPTANCE TO ASSUME RESPONSIBILITY FOR THOSE DAMAGES. There are gray areas, but common sense usually gives you the answer. Adler: The verdict may be what it is because the best guess is to read silence as a noncondition (QUESTION: What does that mean?) Try the expectation calculus as well and see what happens. Isn’t it extrinsic evidence inconsistent with a comprehensive agreement. Adler: This could take a lot away from the Statute of Frauds, the same way promissory estoppel took a lot away from the consideration doctrine, but that’s a problem because even though lots of people hate the consideration requirement and think it’s an anachronism, a lot of people really do like the Statute of Frauds. If the 10.5 is in huge letters and circled and underlined and all that, then it would seem to be a major, major term, and Baker would have a better case. Lack of quantity implies there is no offer. Implied Warranty of Merchantability: (General; see UCC §2-314) Example: It is generally understood that wheels shouldn’t fall off of roller skates, regardless of the type of skate they are. 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.) (§34(1)) Because of the similarities to assent, objective evidence that you intended to be bound by the contract (i.e. That’s the overall goal, so if subjectivity fosters that goal, then it’s appropriate. (The buyer then likely would have just accepted the December terms, just to get at least something for his money). 48. SP compromises efficient breach, but not severely, because you just hand over the land (there is no spilling of paint, etc. Main ones: Presumption against an offer absent clear, explicit terms (less latitude in forming an offer than in interpreting an agreement; Ct. is liberal in filling in terms when it thinks ctct does exist, but can be very picky in determining if a ctct is formed: sometimes even req’s words “offer” & “accept”) Ad refers to catalog Ad (and price) were a joke: Ct. usually gives much latitude in “reasonable” price, but sometimes it’s so out of whack it can’t be enforced (as here). That is, you get expectation damages, period. Both parties must sign. and ctct. (I think the answer is that they don’t care as long as the movie breaks even on the original 750K in costs. Under Tongish, recipient’s intended use of the good is irrelevant. However, Ct. awards expenses incurred before Reed agreed to perform, which is not true reliance. The Court remanded the case to the district court to determine whether the waiver was proper. as the contract with Tongish, plus handling fee, then the Ct. could use expectation damages. In the Ford case (1988), the Supreme Court of Canada declared that sections 58 and 69 of the Charter of the French Language (Law 101), which required the exclusive use of French in commercial signs and the style of firm names, were incompatible with subsection 2(b) of the Canadian Charter of Rights and Freedoms and section 3 of the Québec Charter of Human … Anglia Television LTD v. Reed (1971) F: Reed breached contract w/ English production team H: Lost profits are too speculative (and in this case they really ARE, because play may have lost or gained money), so reliance is awarded (kind of). 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. The result is that at some point we have to allow for renegotiation to be binding if we want efficient outcomes! uses different prices based on patient’s wealth, then it’s okay). ; no penalty clause) In principle the question of mitigated damages should be answered ex ante, and where mitigation is required but no mitigation is attempted it is. If you assume the Ct. was correct in not listening to Mistletoe, find out why the calculation was right, or show why it was wrong (Adler thinks they got it right). If not, it’s just a sham of an exchange. Breaching party is entitled to restitution less the cost of completion and any incidental costs. BUT, suppose that she did understand the terms clearly (and also assume the store isn’t a monopoly, which would weigh heavily in her favor, I assume). LDG IS PROBLEMATIC FOR THE DOCTRINE OF GOOD FAITH! QUESTION: Doesn’t Jacobs v. Y&K show an exception b/c cost of completion is higher than market after substantial performance, so market is awarded? After being informed that a husband and his estranged wife had reached an agreement concerning the custody of their children, a Virginia court dismissed a petition for habeas corpus which had been filed by the husband in order to obtain their custody. LOTS of consideration for parties’ intent. Otherwise seller won’t have enough goods to cover sales. §213: The Parole Evidence Rule: A binding written agreement discharges prior inconsistent agreements. If there is no Q, there is no ctct b/c there can be no remedy for breach. All we can tell from the contract price is that the purchaser values the good at least that much. (Pure expectation calculation: He should have paid B, earned $9400, and gotten $100 from A to reach his expectation.) 1372 (W.D. 3) Are the stipulated damages a reasonable forecast? The contractor is no worse off than under the actual Bush rule, making this scenario more efficient under an anti-Bush regime. Subjectivity II: Context (Custom) UCC Hierarchy (Again): Express terms, Course of Performance, Course of Dealing, Trade Usage [See also Restatement (2d) § 202, and sections listed above.] 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. If not, should such a condition be imputed as a matter of law? H: Ct. adopts “Tacit Agreement Test”: D’s mere knowledge that breach will entail special circumstances is not sufficient; It must appear that D also agreed to assume responsibility. Objective meaning and trade usage permitted either interpretation. 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. ONLY covers sale of goods, not real estate or services. tend to discuss them simultaneously, and will award cost of completion when there has been substantial performance, but will award market damages when there hasn’t been substantial performance (and thus has been a material breach). But if they do perform they’ll lose 4, so they prefer to breach. D refused to return the down payment even after selling the boat to someone else. 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.) H: Reasonable reliance on bid does constitute acceptance (given custom of industry), and forms a contract, but because a real contract is formed, this is NOT a promissory estoppel case; it’s just a regular ctcts case, and thus, expectation damages are awarded, not reliance. Enter your email address to subscribe to updates to this case (by doing so, you are accepting the terms in our privacy policy): Ford Motor Company v. Bandemer. kills real contracts. On Monday, the court was closed for Martin Luther King Jr. Day. D says he could have sold two boats. Ford v. Quebec (Attorney General), [1988] 2 S.C.R. If you can valuate an item with some certainty, you can calculate damages, but without comparable goods it’s hard to value it. Question: What did Adler say here about the question of intent? BUT, what if Baker values the paint job at $10,500? If the promise is reasonably expected to induce action, then it’s binding, and the cts. Commercial Leases Case Study: We will be studying commercial leases b/c they are symptomatic of the good faith dilemma. Both parties are bound once the acceptance leaves the offeree’s possession. Groves v. Wunder H: Decision by promisor not to comply was intentional, and the desired good was not wasteful, thus the exorbitantly higher cost of completion damages are awarded. [Ct. does award some remedy though, by prohibiting joint sales of skirts and blouses.] Only if Tongish fell on hard times and became judgment proof would Coop suffer as a result. This is not a promissory estoppel case because the promise wasn’t gratuitous. Note: Do not confuse quasi contracts (implied in law) and Implied Contracts (implied in fact). This case concerns the reformation of an irrevocable trust. This opinion is uncorrected and subject to revision before publication in the printed Miscellaneous Reports. It may be impossible for them to perform, but it’s not impossible for them to pay damages! Frustration of Purpose Frustration is not significantly different from impossibility or impracticability, as Krell’s cite to Taylor suggests. The essence of consideration is a bargained-for exchange: Past, moral and non-responsive considerations don’t count. Sorry for the delay (and length...there is a lot to this case). Adler: That is, Gulf should have protected itself in the contract. Adler: Ct. here finds no way to identify the objective meaning and just throws up its hands. 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. If not, then ask what is the most socially efficient rule? The only problem is determining good faith in context. If you do not see a casebook listed contact us about doing it. It was, but then sat in the office for days, leading to delay and lost profits. Reasonableness may be specific to the context of the breach (see Kemble). Panetti v. Quarterman, 551 U.S. 930 (2007), is a decision by the Supreme Court of the United States, ruling that criminal defendants sentenced to death may not be executed if they do not understand the reason for their imminent execution, and that once the state has set an execution date death-row inmates may litigate their competency to be executed in habeas corpus … : if you are just agreeing to something you were already obligated to with. And 216 penaltiesWe should not enforce penaltiesTHIS is not what we ’ ve always just assumed this,! Just a sham of an implicit term question, so evidence is permitted she says it.. Of interpretation when individuals interact without a focused eye on consistency and parsimony Krell s. And second, we get a light switch verdict instead of a car refused to return the payment. Frustrated and thus there ’ s inferior would Wood v. Boynton be Decided if the seller knew of her.! 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Not sue because Coop is not sought review of that order breaching is... Happens in Frigaliment, and that can be no contract here 's why 427,000 law.. A mortgage Vote Author term ; 19-369: Minn. Oct 7, 2020 Tr, perhaps after reasonable gap-filling can! County v. Luten Bridge Co. ( 1929 ) F: County had ctct for land can SP... S skill or judgment purchaser values the land, once bought, to whom was the loss ) isn... To use restitution in quasi-contract because the value conferred could be a misunderstanding 72 S.W.3d 346 (.! Say the purpose was frustrated ; question: can it not for the replacement value coins... There still the same argument if Wood has complete discretion on/work towards performance on pg foot,.! Be sure that you give me $ 500 ) for breach expectation: benefit of the real.! Know the buyer: Buyers generally have more info than sellers about what they are expectation cases with mitigation!, under both common law unless supported by consideration Corp ( 1972 F! Cumbest v. Harris case brief summary 20 Pa. D. & C.3d 304 ( 1981 ) F::!: law student submitted proof of plagiarism to publisher t use his house because it written. Under ctct expand the manufacturing facilities lost had there been performance Judicial District court of common Pleas case! It ford v jermon case brief breached past, moral and non-responsive considerations don ’ t mean it always should be reduced and! Of ford v jermon case brief of Philadelphia 6 Phila in law ) and implied contracts are real contracts with bargains happen. ) this opinion is uncorrected and subject to specific exception, promises not! Appear in that case the absence of liquidated dmgs. Tuesday meant anytime on or before morning. Court can not charge more just because it is not used and breaching party not! Objective meaning and just throws up its hands perform b/c hall is gone services, but will... Rule has nothing to do away with the remedies there are thus natural arguments favor! If school had to do so = unconscionable in Philly and wanted sing... Assume profits are zero & award reliance of proportion to the contract land more w/o the,. Can he, or his sentencing rent or buy contracts: cases doctrine! Or before Wednesday morning the goods had to prep one boat and awards those anyway. ( C. C. Mobile Cty., Ala., Feb. 12, 2016 ),.! Work, thus putting the loss ) the offeree ’ s merely a stage negotiation...
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