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David Phillips

Friday, January 4, 2002

Article II of UCC and Restatement most important texts to have in class

Westlaw TWEN Website contains important documents to course, including two discussion forums:


Going to look first at not whether a contract will be enforced but how it is enforced. This is why we start with remedies.

United States Naval Institute v. Charter Communications and Berkley Publishing Group

[936 F.2d 692]

Another reason for not appyling punitive damages, economic efficiency. Three notions of efficiency:


If we assume that Naval's lost profits $30K, Berkley's profits are $100K. Berkley can pay Naval $30K, Berkley is still up $70K, thus someone has been made better off without making someone else worse off (absent transaction costs). Thus this is a pareto superior (efficient) resolution.

In torts and criminal law, conduct is all undesirable. In contracts, however, not all breach is undesireable; sometimes more efficient resolution involves breach.

Award in Naval Academy is profits; i.e., expectation damages (what they expected to make), rather than reliance damages (what their costs were from breach). Court accepts August profits as basis of damages, although early September sales were much lower. Court finds it reasonable to be generous to injured party in this case of uncertainty.

Sullivan v. O'Connor

[296 N.E.2d 183]

For Monday: read assignment #2 (pages 22-39).

Monday, January 7, 1992 (Class 2)


Sullivan v. O'Connor


[296 N.E.2d 183] Supreme Judicial Court of Massachusetts 1973

Generally don't get restitution damages. E.g., Naval Institute case: damages were based on plaintiff's loss, not defendant's gain. Primary reason is that restitution damages would be punishment in many cases. Exceptions: spy case, copyright cases. These cases deal with property that is suspect in another person's hands. Also, in trust situations, restitution is granted. In corporations, directors and officers are considered fiduciaries as in trust situations. When trust situation is breached, no ambivalence--this is wrong. Thus restitution can be granted.

Remedy in these cases is damages not specific relief. Later in course we'll see frequent exceptions to this dogma.


Hamer v. Sidway

[27 N.E. 256] Court of Appeals of Maryland 1955

Tuesday, January 8, 2002 (Class 3)

In many cases, you will be grossly undercompensated, even with expectancy damages because of counsel costs. How to deal with this?

  1. Certain contractual actions have statutes that allow for counsel fees added to recovery (for example, consumer cases).
  2. Class actions; 'much larger pot' of damages.
  3. Statutes that cause losing party to pay all legal costs.
  4. Parties try to contract around the (American) rule: put in original contract, that prevailing party will get counsel fees in litigation.
  5. English rule: losing party pays for everything. Why not choose this system (see web discussion)?

Need to come up with dividing line between actionable and unactionable promises. Our legal system has come up with consideration as dividing line. But what does consideration mean?

Traditionally, there must have been either a benefit to promisor or a detriment to promisee (rooting in historical action of assumpsit). Question in Hamer v. Sidway [27 N.E. 256] was whether the nephew's not drinking and smoking consisted of a detriment.

Question of remedies: what are damages to promisor when only consideration is detriment to promisee?

E.g., if nephew had accepted contract and then breached it, Uncle could sue for breach of contract, but what damages might there be?

Second Restatement of Contracts abandons benefit to promisor/detriment to promisee. Question becomes: Was there something that was bargained for? As long as there was some kind of 'bargain' or 'exchange' (which can include forbearance) then there is consideration.

Why has consideration persisted?

In Hamer these functions were essentially met, perhaps lead to court's decision.

Fiege v. Boehm

[123 A.2d 316] 1956 Court of Appeals of Maryland (cb34)

Movement away from weighing whether consideration is 'sufficient'. Still certain situations exist where courts are willing to step in for public policy reasons and find consideration to be insufficient.

Feinberg v. Pfeiffer Co.

[322 S.W.2d 163] 1959 Saint Louis Court of Appeals, Missouri (cb39)

For next class, begin to read "Requirement of Bargain", also finish this section.

Friday, January 11, 2002 (Class 4)

Review up to this point:

Frequently the job of lawyer is not to litigate but to prevent these situations from happening. Feinberg v. Pfeiffer: board could have passed resolution 'in recognition of past years of service but in recognition of the next six months of work which will be very important to the company, etc. etc., you get pension of $200/month.' Would have been clear consideration.

Mills Case

Webb v. McGowin? et al.

[168 So. 199] 1936 Supreme Court of Alabama

How to distiguish between Mills and Webb?

Discussion of 'law, justice, morality'. Problem of inconsistent judgment or precedent being misused. History of Courts of Law vs. Courts of Equity (not as tightly held to legal rules).

Kirksey v. Kirksey

[8 Ala. 131] 1845 Supreme Court of Alabama

Central Adjustment Bureau, Inc. v. Ingram

[678 S.W.2d 28] 1984 Supreme Court of Tennessee

Will pick up with Central Adjustment Bureau case on Monday...

Monday, January 14, 2002 (Class 5)

Non-competition agreements, especially pervasive with hi-tech firms in Boston area

Central Adjustment Bureau, Inc. v. Ingram


[678 S.W.2d 28] 1984 Supreme Court of Tennessee (cb53)

Issue of employee handbooks with employee at will: 'you will not be terminated without cause', then handbook was changed to 'with or without cause'. Was there consideration for the original agreement or the modified one? Courts disagree on whether this sort of change can be made unilaterally. If no, employer may have disincentive to ever adopt this sort of policy if they can't ever get rid of it.

Promise as Consideration

Cases where promisee is trying to hold promisor to contract under theory that promisee made promise as well that is consideration. Promisor often responds that promisee's promise is 'illusory' and not sufficient consideration.

Why enforce promises as consideration?

Strong v. Sheffield

[144 N.E. 330] 1895 Court of Appeals of New York (cb69)

For tomorrow's class, look at 3-419, 3-303 of UCC, and 2-306 (for Eastern Air Lines case).

Tuesday, January 15, 2002 (Class 6)

Strong v. Sheffield


[39 N.E. 330] 1894 Court of Appeals of New York (cb69)

Uniform Commercial Code

Mattei v. Hopper

[330 P.2d 625] 1958 Supreme Court of California (cb72)

Eastern Air Lines v. Gulf Oil Corporation

[415 F.Supp 429] 1975 US District Court Southern District of Florida (cb76)

For next class, read promissory estoppel assignment. Seth Jackson and Karen Goldenberg TA group will be 'on'.

Friday, January 18, 2002 (Class 7)

Optional assignment: if you read on some topic dealing directly or indirectly with this course and post a review on TWEN, can get 'extra credit'. Example: 'The Lost Lawyer' book in the library.

Need to learn the details of these cases, important to know the client, also keeps work interesting and non-repetitive.

Eastern Air Lines v. Gulf Oil Corporation


[415 F.Supp 429] 1975 US District Court Southern District of Florida (cb76)

Wood v. Lucy, Lady Duff-Gordon

[118 N.E. 214] 1917 Court of Appeals of New York (cb83)

TA Group for Tuesday with Rebecca Rose, Io Cyrus is 'on'.

Tuesday, January 22, 2002 (Class 8)

Exclusive Dealings Arrangement: why distribute through one company when you can distribute through many? Distributors might not invest in product if it will help other distributors too.

(see Boston Globe example: car advertisements are actually being paid for by car company, not be distributor, through allowances)

Theory of giving property rights to inventors is person who bears costs of development does not gain benefits.

In Lucy, Lady Duff-Gordon case, Cordozo finds obligation in duty to market Duff-Gordon's fashions; reveals bias towards wanting to upheld contract (mutual vulnerabilities).

Reliance as a Basis for Enforcement

Example 1: Grandfather promises to pay for law school if you promise to go. You promise. No problem with consideration--promise for a promise.

Example 2: If you go to law school, he will pay for first year's tuition. Then you go to law school, he refuses, you see, grandfather claims lack of consideration. Unilateral contract, no problem with consideration.

Ricketts v. Scothorn

Feinberg v. Pfeiffer

Moving away from seal/consideration tests, more towards 'equitable' basis. General principle of civil liability: if you do something which reasonably you can expect will harm, damage, effect me in a way on which I can rely, the law will find a remedy, whether in torts, contract, etc..

Restatement 90 labels 'promise reasonably inducing definite and substantial action' (rather than promissory estoppel).

Equitable estoppel: somebody makes a statement, knowing or reasonably expecting someone to rely on statement, person relies on statement, then sues. Turns out statement was false, but person is estopped from denying truth of statement.

Example: person claims to be Donald Trump's partner in public forum, Trump is there, doesn't deny it, person gets line of credit on this basis. Trump is then estopped from denying he is partner.

Promissory estoppel extends basis from misrepresentation of fact to mere promise.

First Restatement of Contracts: history of Corbin and Williston. Section 90 authored by Corbin as a way to deal with situations that weren't fitting as well into Williston's classical views.

Cohen v. Cowles Media Company

[479 N.W.2d 387] 1992 Minnesota Supreme Court

D & G Stout v. Bacardi Imports

[923 F.2d 566] 1990 7th Circuit Court of Appeals

Remedy may differ depending on consideration basis vs. promissory estoppel.

Group for Friday's class: Sean's group.

Friday, January 25, 2002 (Class 9)

Promissory Estoppel

Difference between First Restatement 90 and Second Restatement 90: deleted requirement that reliance be of definite and substantial character. Requirement was initially included to allow promissory estoppel into First Restatement (despite no case law on the subject). By Second Restatement, reliance itself was considered to be enough of a basis of consideration.

Second Restatement: remedy for breach may be limited as justice requires. Damages may not be expectancy damages but rather just reliance damages.

Promissory Estoppel is highly debated:

Alternative theories: economic activity should be basis for enforcement.

Descriptive: You are describing something. Descriptive argument between set of scholars is disagreement on what is reality, or on what cases stand for.

Normative: What should be the case.

As emphasis moves more towards promise from reliance, then expectation damages begins to make more sense as basis for damages. (Third debate: what should remedy be?).

Cases where facts are extreme to one side or another are generally not litigated since it's not worth it for either side. Most cases are at the margin; one would expect roughly 50% on each side. Yet, promissory estoppel cases prevail very rarely; contract cases in general prevail ten times as often.

D & G Stout v. Bacardi Imports


[923 F.2d 566] 1991 Seventh Circut Court of Appeals


Cotnam v. Wisdom

[104 S.W. 164] 1907 Arkansas Supreme Court

For Monday or Tuesday, prepare assignment 8 (Nature of Assent).

Monday, January 28, 2002 (Class 10) (Assignment 7)


When you can't recover on traditional contract grounds nor on reliance grounds, restitution is 'another way around the field'.

Callano v. Oakwood Park Homes

[219 A.2d 332] 1966 New Jersey Superior Court

Pyeatte v. Pyeatte

[661 P.2d 196] 1982 Arizona Court of Appeals

Posner's theory: person decides to donate certain amount over period of time. Promisee can't be sure they will receive the money, even if it promisor is sure, since promise is not legally binding. Under Present Value Analysis, Promisor will need to give a lot more money to give a gift equal to that which they wanted to if the promise were actually binding.

Nature of Assent

Lucy v. Zehmer

[84 S.E.2d 516] 1954 Virginia Supreme Court

What factors may have moved towards 'assent'? ('subjective' vs. 'objective' standard).

Will try to cover all of The Offer materials for tomorrow.

Tuesday, January 29, 2002 (Class 11)

If test is subjective test of what promisor actually intended, then focus of inquiry will be on promisor.

If test is objective test, then focus of inquiry will be on promisee.

Subjective test focusing on promisee: Could the promisee have reasonably believed this to be valid offer, and is there evidence that he actually did believe it?

Over twentieth century, test moved from being more subjective to being more objective. Why?

Efficiency now being used not in pareto superior sense but in Caldor-Hicks sense.

Gentleman's Agreements

Contract may exist even if it hasn't actually been written down if there is agreement at end of complex negotiation. If you want to make sure that contract is not binding yet, start with agreement that there will be no agreement until all terms are agreed upon and put into writing.

Can be held responsible for inducing breach of contract. e.g., Texaco v. Pennzoil, [729 S.W.2d 768], in which Getty Oil was in negotiations to be purchased by Pennzoil. Texaco purchased Getty, was then sued by Pennzoil and lost with punitive damages, bankrupted company.


Owen v. Tunison

[158 A. 926] 1932 Maine Supreme Judicial Court

Harvey v. Facey

1893 Jamaica Privy Council

Fairmount Glass Works v. Crunden-Martin Wooden Ware Co.

[51 S.W. 196] 1899 Kentucy Court of Appeals

For Friday, finish Offer materials, do Acceptance reading. Brian Polk's T.A. group is on for Friday.

Friday, February 1, 2002 (Class 12) (Assignments 8-9)


Lefkowitz v. Great Minneapolis Surplus Store

[86 N.W.2d 689] 1957 Minnesota Supreme Court

Building Contracts

Elsinore Union Elementary School District v. Kastorff

[353 P.2d 713] 1960 California Supreme Court (cb143)


International Filter Co. v. Conroe Gin, Ice & Light Co.

[277 S.W. 631] 1925 Texas Appeals Commission (cb132)

White v. Corlies & Tift

[46 N.Y. 467] 1871 New York Appeals Court (cb136)

Next week: bring statutory supplement, UCC materials. In particular, look at 2-207 of UCC and proposed revision. For Monday, finish The Accepatnce and go on to Termination of the Power of Acceptance. Andrew Weiner's TA group will be 'on' Monday.

Monday, February 4, 2002 (Class 13) (Assignment 10)

Acceptance: Exercise of power conferred by offer to create legally binding agreemnet.

Offer and acceptance are not always signified by the words 'offer' and 'accept'. Sometimes 'I accept' actually can constitute an offer.

Ever-Tite Roofing Corporation v. G.T. Green

[83 So. 2d 449] 1955 Louisiana Appeals Court

Frequently find in contractual situations involving something to be made, credit checks, etc., there will be a provision of approval by home office.

Allied Steel and Conveyors v. Ford Motor Company

[277 F.2d 907] 1960 6th Circuit Court of Appeals

Corinthian Pharmaceutical Systems v. Lederle Laboratories

[724 F. Supp. 605] 1989 United States District Court for Southern District of Indiana

Termination of Power of Acceptance

Circumstances where power to accept no longer exists:

Dickinson v. Dodds

Be sure to bring UCC tomorrow.

Tuesday, February 5, 2002 (Class 14) (Assignments 10-12)

Firm offer cannot be revoked during its period--power of termination is given up for time being.

Ragosta v. Wilder

[592 A.2d 367] 1991 Vermont Supreme Court (cb181)

Firm offer is kind of option contract. Contract where one party holds the option, has right or power to exexercise option, but is not bound to do so. Used extensively in securities tradings.

Purpose of interpretation: language has to be interpreted in context, not always visible from language. Used by Llewelyn in UCC development, explains extensive comments in UCC.

Mirror Image Rule: under common law, if one makes an offer, and reply to offer is not identical to original offer, then it constitutes a counteroffer rather than an acceptance.

Last Shot Doctrine: another way of talking about Mirror Image Rule. Last party sending something in writing back which was then acting upon by both parties is the contract.

Battle of the forms: Even though buyers and sellers were sending each other forms that differed, they thought they were binding contracts. Legal realism--mirror image rule does not reflect reality of how people think about contracts.

Standardized forms: advantage--saves transaction costs. Disadvantage--not always the same form between parties; buyers and sellers forms rarely agree.

Friday, February 8, 2002 (Class 15) (Assignment 12)

(missed beginning of class, sorry!)

Dorton v. Collins & Aikman Corp.

[453 F.2d 1161] 1972 6th Circuit Court of Appeals

C. Itoh & Co. (America) Inc. v. Jordan Int'l Co.

[552 F.2d 1228] 1977 7th Circuit Court of Appeals (cb210)

James Todd's group will be 'on' on Monday.

Monday, February 11, 2002 (Class 16) (Assignments 13-14)

UCC 2-207 was responding to pre-UCC law that, in commercial transactions, when response to offer was not identical to original offer, it constituted a counter-offer rather than an acceptance. Llewelyn found, however, that this was not how businesses were functioning.

Under pre-code law, acceptance of goods constituted acceptance of counter-offer, therefore those terms were binding. Last shot doctrine -- the last of the documents between the two parties would be controlling. Llewelyn wanted to move away from mirror image rule and from last shot doctrine.

 2-207 functions:
  1. to tell if there is a contract between the parties
  2. to tell us the terms of the contract if there is one

(see irony comments from Friday's class--moving from 2-207 (2) to 2-207(3).)

C. Itoh & Co. (America) Inc. v. Jordan Int'l Co.

[552 F.2d 1228] 1977 7th Circuit (cb210)

Northrop Corp. v. Litronic Industries

[29 F.3d 1173] 1994 7th Circuit (cb212)

Default Rule: Rule provided by statute that parties can contract around. Very different from criminal law--no contracting out of default rules in criminal law.

UCC 1-102(3): (3) The effect of provisions of this Act may be varied by agreement, except as otherwise provided in this Act and except that the obligations of good faith , diligence, reasonableness and care prescribed by this Act may not be disclaimed by agreement but the parties may by agreement determine the standards by which the performance of such obligations is to be measured if such standards are not manifestly unreasonable.

F.O.B.: 'free on board' -- seller will place sold item on means of transportation.

Can contract around terms specified in UCC (e.g., F.O.B.) but in absence of that default rules will be used.

By making default rule the same as majority/expected rule, then parties won't be surprised by court's interpretation in case of conflict without contractual specification. Some default rules don't go by majoritian philosophies, known as penalty default rules.

Warranties: 2-312, 2-316. Parties can contract around implied warranty of merchantibility. Seller has superior information, needs to make clear if there is no implied warranty of merchantibility. Rule is not neutral but is a penalty rule against seller--since they have the information about the limitations on the warranty.

Companies often exclude all warranties include warranty of merchantibility, and then state express warranty.

Step-Saver Data Systems, Inc. v. Wyse Technology

[939 F.2d 91] 1991 United States Court of Appeals (cb204)

ProCD?, Inc. v. Zeidenberg

[86 F.3d 1447] 1996 United States Court of Appeals (cb217)

Read all pre-contractual liability for tomorrow (223-251). Ryan Schiff's section will be 'on'.

Tuesday, February 12, 2002 (Class 17) (Assignment 13)

Default Rules

Warranty/Exclusive? Remedy Issues


Other Loose Ends

Precontractual Liability

Drennan v. Star Paving Co.

[333 P.2d 757] 1958 California Supreme Court (cb225)

Holman Erection Co. v. Orville e. Madsen & Sons, Inc.

[330 N.W.2d 693] 1983 Minnesota Supreme Court (cb231)

Hoffman v. Red Owl Stores

[133 N.W.2d 267] 1965 Wisconsin Supreme Court (cb235)

For Friday, read through 'Definiteness' section. Will completely finish the chapter on Friday, next week 'Statute of Frauds'.

For Friday, Michael Havens' group is 'on'.

Friday, February 15, 2002 (Class 18) (Assignment 14)

Cyberchron Corp. v. Calldata

Channel Home Centers v. Grossman


Requirement of Definiteness

Toys v. Burlington

For Tuesday's class, read 263-298. Assignments 15-16 Statute of Frauds.

Dimple's TA group will be 'on' on Tuesday.

Tuesday, February 19, 2002 (Class 19) (Assignments 14-15)

Oglebay Norton Co. v. Armco, Inc.

[556 N.E.2d 515] 1990 Ohio Supreme Court (cb257)

Statute of Frauds


Power Entertainment, Inc. v. National Football League Properties, Inc.

[151 F.3d 247] 1998 5th Circuit Court of Appeals (cb268)

Langman v. Alumni Association of the University of Virginia

[442 S.E.2d 669] 1994 Virginia Supreme Court (cb272)

For Friday: finish up Statutes of Fraud materials. Eric Slagle's group is 'on'.

Friday, February 22, 2002 (Class 20) (Assignment 16)

Statute of Frauds

In re Arbitration between Acadia Company & Irving Edlitz

[165 N.E.2d 411] 1960 New York Court of Appeals (cb279)

Who must sign contract?

UCC 2-201: Formal Requirements; Statute of Frauds.

  1. Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by his authorized agent or broker. A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this paragraph beyond the quantity of goods shown in such writing.

Johnson Farms v. McEnroe?

[568 N.W.2d 920] 1997 North Dakota Supreme Court (cb285)

For Monday, after break, read next assignment on capacity.

Spring Break (February 23-March 2)

Notes continue in ClassNotesContractsPhillips2 for faster loading...

Monday, March 4, 2002 (Class 21) (Assignments 16-17)

Johnson Farms v. McEnroe?


[568 N.W.2d 920] 1997 North Dakota Supreme Court (cb285)

Monarco v. Lo Greco

[220 P.2d 737] 1950 California Supreme Court (cb291)

Halstead v. Murray

[547 A.2d 202] 1988 New Hampshire Supreme Court (cb296)

Capacity to Contract

Kiefer v. Fred Howe Motors, Inc.

[158 N.W.2d 288] 1968 Wisconsin Supreme Court (cb301)

Tomorrow: finish capacity to contract and do next section. Read assignment 18. Justin Calverone's group is 'on'.

Tuesday, March 5, 2002 (Class 22) (Assignments 17-18)

Kiefer v. Fred Howe Motors, Inc.


[158 N.W.2d 288] 1968 Wisconsin Supreme Court (cb301)

Ortelere v. Teachers' Retirement Board

[250 N.E.2d 460] 1969 New York Court of Appeals

Cundick v. Broadbent

[388 F.2d 157] 1967 10th Circuit Court of Appeals

McKinnon? v. Benedict

[157 N.W.2d 665] 1968 Wisconsin Supreme Court

Tuckwiller v. Tuckwiller

[413 S.W.2d 274] 1967 Missouri Supreme Court

Read 401-402 and 409-413 in casebook as additional material.

Friday, March 8, 2002 (Class 23) (Assignments 17-18)


 2-302. Unconscionable contract or Clause.

(1) If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.

Jones v. Star Credit Corp.

[298 N.Y.S.2d 264] 1969 New York Superior Court (cb409)

Black Industries, Inc. v. Bush

[110 F.Supp. 801] 1953 United States District Court New Jersey (cb320)


Alaska Packers' Ass'n v. Domenico

[117 Fed. 99] 1902 9th Circuit Court of Appeals

Watkins & Son v. Carrig

[21 A.2d 591] 1941 New Hampshire Supreme Court

Monday: complete pressure in bargaining (assignment 19) and finish concealment & misrepresentation (assignment 20).

Monday, March 11, 2002 (Class 24) (Assignments 19-20)

Austin v. Loral Corporation

[272 N.E.2d 533] 1971 New York Court of Appeals

Foakes v. Bear Problem

Undue Influence

Odorizzi v. Bloomfield School District

[246 Cal. App. 2d 123] 1966 California Court of Appeals

Concealment and Misrepresentation

Vokes v. Murray

[212 So. 2d 906] 1968 Florida Court of Appeals

Tomorrow: do two legitimate cases on concealment and misrepresentation and go on to assignment #21 (up to page 400). Ryan Schiff's TA group is 'on'.

Tuesday, March 12, 2002 (Class 25) (Assignments 22-23)

Swinton v. Whitinsville Sav. Bank

[42 N.E.2d 808] 1942 Massachusetts Supreme Judicial Court (cb354)

Kannavos v. Annino

[247 N.E.2d 708] 1969 Massachusetts Supreme Judicial Court (cb357)

Fina Supply, Inc. v. Abilene Nat. Bank

[726 S.W.2d 537] 1987 Texas Supreme Court (cb362)

Adhesion Contracts

For next class, Ryan Schiff's group is 'on', then in afternoon, Karen Goldenberg's group is 'on'.

Friday, March 15, 2002 (Class 26) (Assignments 21-22)

O'Callaghan v. Waller & Beckwith Realty Co.

[155 N.E.2d 545] 1958 Illinois Supreme Court (cb370)


Graham v. Scissor-Tail

[171 Cal.Rptr. 604] 1990 (cb377)

Henningsen v. Bloomfield Motors, Inc.

[161 A.2d 69] 1960 New Jersey Supreme Court (cb380)

Continue at 12pm with question of whether disclosure really works.

Friday, March 15, 2002 (Class 27) (Assignments 22)

(make-up class)

Carnival Cruise Lines, Inc. v. Shute

[499 U.S. 585] 1991 United States Supreme Court (cb389)

Note 1 (cb396): forum selection clause says action needs to happen in Greece. Court upheld forum selection clause. No showing that Greek law wouldn't have been fair law.

Views on Unconscionability

Williams v. Walker-Thomas Furniture Co.

[350 F.2d 445] 1965 DC Circuit Court of Appeals (cb403)


Monday, March 18, 2002 (Class 28) (Assignments 22-23)

Armendariz v. Foundation Health Psychcare Services, Inc.

[6 P.3d 669] 2000 California Supreme Court (cb416)

Public Policy

Bovard v. American Horse Enterprises, Inc.

[201 Cal.App.3d 832] 1988 California Court of Appeals (cb425)

X.L.O. Concrete Corp. v. Rivergate Corp.

[634 N.E.2d 158] 1994 New York Court of Appeals (cb429)

Tomorrow: assignment 29 -- 'determining subject matter to be interpreted'.

Tuesday, March 19, 2002 (Class 29) (Assignments 23, 29)

Hopper v. All Pet Animal Clinic

[861 P.2d 531] 1993 Wyoming Supreme Court (cb436)

Central Adjustment Bureau, Inc. v. Ingram

[678 S.W.2d 28] 1984 Tennessee Supreme Court (cb442)

DeMuth? v. Miller

[652 A.2d 891] 1995 Pennsylvania Superior Court (cb440)

Simeone v. Simeone

[581 A.2d 162] 1990 Pennsylvania Supreme Court (cb445)

Assignment for Friday: Parole Evidence.

Friday, March 22, 2002 (Class 30) (Assignment 29)

Gianni v. R. Russell & Co.

[281 Pa. 320] 1924 Pennsylvania Supreme Court (cb556)

Materson v. Sine

[436 P.2d 561] 1968 California Supreme Court (cb560)

For Monday, finish up Parol Evidence, will do Assignment 30. Shawn Farrell's group is 'on'.

Monday, March 25, 2002 (Class 31) (Assignments 29-30)

MCC-Marble Ceramic Center v. Ceramica Nuova d'Agostino

[144 F.3d 1384] 1998 11th Circuit Court of Appeals (cb566)

Bollinger v. Central Pennsylvania Quarry Stripping and Construction Co.

[229 A.2d 741] 1967 Pennsylvania Supreme Court (cb567)

Frigaliment Importing Co. v. B.N.S. International Sales Corp.

[190 F.Supp. 116] 1960 United States District Court SDNY (cb574)

Raffles v. Wichelhaus

[159 Eng.Rep 375] 1864 Court of Exchequer (cb582)

For tomorrow, finish off this section of the chapter (p604). Michael Haven's TA group is 'on'.

Tuesday, March 26, 2002 (Class 32)

Oswald v. Allen

[417 F.2d 43] 1969 2d Circuit Court of Appeals (cb584)

Principles for Allocating Loss -- Decreasing Principles of Culpability

W.W.W. Associates, Inc. v. Giancontieri

[566 N.E.2d 639] 1990 New York Court of Appeals (cb586)

Pacific Gas & Electric Co. v. G.W. Thomas Drayage & Rigging Co.

[442 P.2d 641] 1968 California Supreme Court (cb592)

Hurst v. W.J. Lake & Co.

[16 P.2d 627] 1932 Oregon Supreme Court (cb601)

Tucker v. Forty-Five Twenty-Five

[199 So.2d 522] 1967 Florida Court of Appeals (cb603)

By next Monday, read through 638.

Tuesday, April 2, 2002 (Class 34) (Assignments 31-32)

Eastern Air Lines, Inc. v. Gulf Oil Corporation

[415 F.Supp. 429] 1975 Southern District of Florida (cb610)

Market Street Associates v. Frey

[941 F.2d 588] 1991 (cb613)

Dickey v. Philadelphia Minit-Man Corp.

[105 A.2d 580] 1954 Pennsylvania Supreme Court (cb617)

For Friday, read through end of chapter. Dimple's group is 'on' for Friday.

Friday, April 5, 2002 (Class 34)

Bloor v. Falstaff Brewing Company

[601 F.2d 609] US Ct App 1979 (cb619)

Notes: Best efforts

Zilig v. Prentice-Hall, Inc.

[717 F.2d 671] 1983 2nd Circuit Court of Appeals (cb626)

Monday, April 8, 2002 (Class 35)

Bak-A-Lum Corp. of America v. Alcoa Building Products, Inc.

[351 A.2d 349] 1976 New Jersey Supreme Court (cb634)

Lockewill, Inc. v. United States Shoe Corp.

[547 F.2d 1024] 1976 8th Circuit Court of Appeals (cb638)

Sheets v. Teddy's Frosted Foods

[427 A.2d 385] 1980 Connecticut Supreme Court (cb642)

Burnham v. Karl & Gelb

[745 A.2d 178] 2000 Connecticut Supreme Court (cb647)

Public policy issues: economic impact of wrongful discharge doctrine--possibly much greater than actual damages in lawsuits (because of avoidance behavior).

Balla v. Gambro

[584 N.E.2d 104] 1991 Illinois Supreme Court (cb648)

Nanakuli Paving & Rock Co. v. Shell Oil Co.

[664 F.2d 772] 1981 9th Circuit Court of Appeals (cb651)

Columbia Nitrogen Corp. v. Royster Co.

[451 F.2d 3] 1971 4th Circuit Court of Appeals (cb660)

Will start remedy discussion tomorrow, assignment #24, Eric Slagle's TA group is 'on'.

Tuesday, April 9, 2002 (Class 36) (Assignment 24)

Klein v. PepsiCo?, Inc.

[845 F.2d 76] 1988 4th Circuit Court of Appeals (cb453)

Northearn Delaware Industrial Development Corp. v. E.W. Bliss Co.

[245 A.2d 431] 1968 Delaware Chancery Court (cb464)

Laclede Gas Co. v. Amoco Oil Co.

[522 F.2d 33] 1975 8th Circuit Court of Appeals (cb459)

Walgreen Co. v. Sara Creek Property Co.

[966 F.2d 273] 1992 7th Circuit Court of Appeals (cb465)

Justin Calvarone's TA group is 'on' for Friday.

Friday, April 12, 2002 (Class 37) (Assignments 25-26)

R.E. Davis Chemical Corp. v. Diasonics, Inc.

[826 F.2d 568] 1987 7th Circuit Court of Appeals (cb480)

Buyer's Remedies

Laredo Hides Co., Inc. v. H & H Meat Products Co., Inc.

Will continue on Tuesday and do additional assignment on liquidate damages and foreseeability. Ryan Polk's TA group is 'on'.

Tuesday, April 16, 2002 (Class 38) (Assignment 27-28)

Laredo Hides Co., Inc. v. H & H Meat Products Co., Inc.

[513 S.W.2d 210] 1974 Texas Court of Appeals (cb476)

Tongish v. Thomas

[840 P.2d 471] 1992 Kansas Supreme Court (cb495)

Rockingham County v. Luten Bridge Co.

[35 F.2d 301] 1929 4th Circuit Court of Appeals (cb492)

Parker v. Twentieth Century-Fox Film Corp.

[474 P.2d 689] 1970 California Supreme Court (cb500)

Jacob & Youngs v. Kent

[129 N.E. 889] 1921 New York Court of Appeals (cb507)

Friday, April 19, 2002 (Class 39) (Assignment 38)

Hadley v. Baxendale

[156 Eng.Rep. 145] 1854 Court of Exchequer (cb521)

Wasserman's Inc. v. Township of Middletown

[645 A.2d 100] 1994 New Jersey Supreme Court (cb543)

Luttinger v. Rosen

[316 A.2d 757] 1972 Connecticut Supreme Court (cb665)

Monday, April 22, 2002 (Class 40) (Assignments 34-35)

Luttinger v. Rosen

[316 A.2d 757] 1972 Connecticut Supreme Court (cb665)

Doubleday & Co., Inc. v. Curtis

[763 F.2d 495] 1985 2d Circuit Court of Appeals (cb679)

Third-Party Satisfaction

Peacock Construction Co. v. Modern Air Conditioning, Inc.

[353 So.2d 840] 1977 Florida Supreme Court (cb674)

Constructive Conditions

Tuesday, April 23, 2002 (Class 41)

Mutual Mistake of Fact

Stees v. Leonard

[20 Minn. 494] 1874 Minnesota Supreme Court (cb786)

Renner v. Kehl

[722 P.2d 262] 1986 Arizona Supreme Court (cb789)

Estate of Nelson

Diamond in the Rough/Pregnant?-Cow Case

Impracticability of Performance

Taylor v. Caldwell

[122 Eng. Rep. 309] 1863 King's Bench (cb801)

Transatlantic Financing Corporation v. United States

[363 F.2d 312] 1966 United States D.C. Court of Appeals (cb805)

Eastern Air Lines, Inc. v. Gulf Oil Corporation

[415 F.Supp. 429] 1975 Southern District of Florida (cb823)

Friday, April 26, 2002 (Class 42)

Frustration of Purpose

Third-Party Beneficiaries

Septembertide Publishing, B.V. v. Stein & Day, Inc.

[884 F.2d 675] 1989 2d Circuit Court of Appeals (cb878)

Grigerik v. Sharpe

[721 A.2d 526] 1998 Connecticut Supreme Court (cb871)

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